Annual report
2024
AVANCE GAS – ANNUAL REPORT 2024
2
CONTENTS
BOARD OF DIRECTOR’S REPORT ................................................................................................................................. 3
PRESENTATION OF THE BOARD OF DIRECTORS ....................................................................................................... 11
HISTORY ..................................................................................................................................................................... 12
RESPONSIBILITY STATEMENT ................................................................................................................................... 15
CONSOLIDATED FINANCIAL STATEMENTS ................................................................................................................ 16
ENVIRONMENT, SOCIAL & GOVERNANCE (ESG) ........................................................................................................ 55
STATEMENT OF CORPORATE GOVERNANCE ............................................................................................................. 63
AUDITOR’S REPORT ................................................................................................................................................... 72
AVANCE GAS – ANNUAL REPORT 2024
3
BOARD OF DIRECTOR’S REPORT
Executive summary
The year 2024 has been a significant one for Avance Gas. The company began the year with 20 vessels on its balance
sheet and announced that all vessels were sold during the year, generating a book profit of $408 million recognised
in 2024, with an estimated additional $34 million expected in 2025, totalling $442 million.
Of the 20 vessels, four vessels were sold during the first half of 2024, Venus Glory (2008) and Iris Glory (2008), Avance
Castor (2024) and Avance Pollux (2024), at a book gain on sale of $121 million. On August 15, 2024, Avance Gas
announced an agreement with BW LPG to sell its remaining VLGC fleet, consisting of 12 vessels, with delivery
scheduled before the end of 2024. The transaction was settled with approximately $589 million in cash, the novation
of approximately $129 million in debt obligations, and 19.282 million shares in BW LPG. The delivery of the vessels to
BW LPG occurred in November and the transaction was closed with the final VLGC delivery on December 31, 2024. On
November 27, 2024, Avance Gas entered into a Heads of Agreement (HoA) to sell its four MGC newbuildings under
construction to Exmar LPG BV (“Exmar”) for a consideration of $282.4 million equalling $70.6 million per vessel.
These vessels were acquired in 2023 at $248.2 million equalling $62.1 million per vessel as per the shipbuilding
contract, with delivery in 2025 and 2026. Closing of the sale of the MGC fleet was announced on February 28, 2025,
following effectiveness of the agreement between the parties which resulted in $62.1 million in payment from Exmar
to Avance Gas with the final settlement of $34.2 million expected in April 2025.
Along with vessel sales, the VLGC spot freight market was particularly strong in the first half of 2024. The spot freight
market in 2024 was driven by robust US production, US LPG export growth, historically high price arbitrage, and
inefficiencies caused by the drought in the Panama Canal. For the full year 2024, Avance Gas reported a TCE/day of
$52,500 compared to $57,200 in 2023 and $38,200 in 2022.
Net profit in 2024 was $443 million, or $5.78 per share, driven by asset sales. Adjusted for gains on vessel sales,
changes in the fair value and dividend income from the BW LPG investment, net profit was $125 million, or $1.64 per
share, marking the third highest ordinary results ever.
Avance Gas declared a dividend of $938 million, or $12.25 per share, for the financial year 2024. Of the $12.25 per
share, $2.99 was structured as return of capital, $3.25 per share was a distribution of BW LPG shares transferred to
shareholders and the remaining $6.01 per share was a cash dividend. Furthermore, Avance Gas distributed an
extraordinary dividend of $0.75 per share in March 2025, following receiving the reimbursement from the MGC sale.
The Company anticipates distributing the remaining cash of approximately $0.70 per share in April/May 2025, upon
receiving the final $34.2 million from the MGC sale.
Following the vessel sales, Avance Gas no longer owns operating assets and does not plan to make new investments.
Consequently, Avance Gas announced in November 2024 the preparation of a wind-up process to return all capital to
its shareholders by the second quarter of 2025. Discussions have also begun to propose potential partners to serve
as liquidators and assist in navigating the formal liquidation process. This process is expected to commence in the
second quarter of 2025, following the return of all remaining funds to shareholders.
COMPANY AND BUSINESS
Avance Gas Holding Ltd (the “Company” or “Avance Gas”) is an exempted company limited by shares incorporated
under the laws of Bermuda on January 20, 2010. The Company and its subsidiaries (collectively “The Group”) has
been engaged in the transportation of Liquefied Petroleum Gas (“LPG”). On August 15, 2024, Avance Gas announced
the sale of its Very Large Gas Carrier (“VLGC”) fleet to BW LPG Ltd (“BW LPG”). On December 31, 2024, the Company
concluded the sale of the VLGC fleet, consisting of twelve vessels, with BW LPG. As of December 31, 2024, the
Company owns four dual fuel Medium-Sized Gas Carrier (“MGC”) newbuilding contracts, which are held for sale as
the Company announced a Heads of Agreement (“HoA”) with Exmar LPG BV (“Exmar”) to sell the contracts. The sale
AVANCE GAS – ANNUAL REPORT 2024
4
of the MGC newbuilding contracts became effective February 28, 2025, when new refund guarantees were issued.
Following the issuance of refund guarantees, Avance Gas received $62.1 million in reimbursement from already paid
in yard instalments and will receive final settlement of $34.2 million once the steel cutting of the fourth and final
MGC newbuilding is completed, which is expected to occur in April/May 2025.
FREIGHT MARKET
The freight market in 2024 was moderately strong, with average time charter equivalent (“TCE”) rates around mid
$40,000/day (average US Gulf/Arabian Gulf). The underlying fundamentals remained robust, with US seaborne LPG
exports growing by 10% year over year. Middle East export volumes were again affected by ongoing OPEC
production cuts, resulting in modest growth of 2%. On the import side, China continued to be the main driver,
increasing its domestic demand for LPG by 11%, fuelled by new propane dehydrogenation (“PDH”) plants coming
online. India's imports rose by 8% in 2024, supported by subsidies to economically weaker households, enabling
them to replace kerosene with bottled gas for cooking.
On the supply side, 20 vessels were delivered during the year, resulting in fleet growth of 5%. However, the market
balance was impacted by the normalization of water levels in the Panama Canal, leading to an increased number of
transits through the canal compared to the previous periods. In the second half of 2023 and the first half of 2024,
VLGC earnings were boosted as owners rerouted their vessels via the Cape of Good Hope (“CoGH”) due to the limited
number of transit slots and long waiting times, causing auction fees to skyrocket. The normalization of the canal
during 2024 gradually reduced tonne-mile demand and congestion from these inefficiencies.
A main driver for the VLGC market in recent years has been the US/East LPG price arbitrage, with the market
generally sensitive to changes in arbitrage levels. The price arbitrage was relatively strong throughout the year,
albeit with some volatility. Historically, shipowners have captured the largest share of the price arbitrage. However,
in the second half of 2024, bottlenecks related to US terminal capacity, combined with an overhang of available
vessels, led to a significant increase in terminal fees. As a result, terminal slot owners captured a larger share of the
US/East LPG price arbitrage.
Looking at the market quarter by quarter, the first quarter went from spot freight rates exceeding $100,000/day in
January down to opex levels in February. The slump in the spot freight market was driven by a cold snap in the US
that disrupted gas production and increased domestic consumption, leading to a significant rise in US gas prices.
This weather event also resulted in several weeks of large withdrawals from US propane inventories. Consequently,
the US/East price arbitrage fell to relatively low levels. The market was also negatively affected by a decline in
demand from the East, as Chinese PDH plants faced challenges in increasing their run rates at the beginning of the
year due to falling margins. Freight rates averaged $47,700 per day. However, this figure does not account for the
fact that several ships ballasted to the US via the CoGH, resulting in a 25% lower TCE on pure round-trip economics
due to the extended ballast leg and the laden voyage proceeding East via the Panama Canal.
The market improved in the second quarter, supported by increased US export volumes. The US/East price arbitrage
strengthened significantly during the quarter as US consumption fell after the cold winter season and inventory
levels picked up. Rates averaged $56,400 per day. The improved fundamentals were partly offset by the gradual
normalization of the Panama Canal, with water levels reaching their five-year average by the end of the quarter.
Consequently, Panama gradually eased passage restrictions, and daily transits through the canal returned to pre-
restriction levels. The number of monthly transits for VLGCs through the Panama Canal was up 25% compared to the
first quarter of 2024.
Despite the strong price arbitrage during the third quarter, the average rate was $33,700 per day. Gulf Coast dock
export capacity maxed out, and terminal rates skyrocketed to 30 cents per gallon in September, compared to the
average of 6 cents per gallon in 2021-2023. The quarter started softly with Hurricane Beryl and the terminal
maintenance season in the US, negatively affecting US VLGC liftings in July. Combined with increased Panama Canal
AVANCE GAS – ANNUAL REPORT 2024
5
transits, the number of available vessels outside the US was three to four times higher than the historical five-year
average by the end of July and the beginning of August, exerting downward pressure on rates. In August, lifting
volumes reached all-time high levels, helping to reduce the significant backlog of vessels outside the US and
supporting market activity and rates. However, by the end of the quarter, spot rates declined once more, falling
below cash break-even levels. This drop was partly attributed to planned maintenance at Energy Transfer’s terminal
in Nederland, Texas.
The anticipated strong winter market never materialized, and the average rate for the fourth quarter was mid/low
$30,000 per day, marking the weakest fourth quarter since 2018. The relatively soft market was again negatively
affected by US terminal bottlenecks and an excess of available vessels compared to cargo slots. Consequently, US
terminal fees remained high, although they were lower than the September peak.
SALE OF ALL VESSELS
In December 2023, the Company announced an agreement to sell its two remaining 91,000 cbm dual fuel
newbuildings, scheduled for delivery in 2024, with the intended names Avance Castor and Avance Pollux. The buyer
agreed to pay $240 million in total for the two newbuildings upon ex-yard delivery. The newbuildings were
contracted in April 2021 at a price of approximately $78 million each. They were later upgraded with capex of about
$3 million each to enable them to load ammonia cargoes and be ready to run on ammonia as fuel when this feature
becomes commercially available. In March 2024, the Company completed the sale of the VLGC with the intended
name Avance Castor, and in May, the sale of the VLGC with the intended name Avance Pollux was completed. The
Company recorded a book gain on the sale of approximately $72 million and net cash proceeds after capex of
approximately $123 million in total.
In January 2024, the Company completed the sale of the VLGC Iris Glory, built in 2008, for a gross cash consideration
of $60 million. The vessel completed her two-year Time Charter Party (“TCP”) with IOC at the end of November 2023.
After the completion of the time charter, Iris Glory also carried out a single spot voyage, achieving a net TCE result of
$3.1 million prior to delivery to the new owners. The Company recorded a book gain on the sale of approximately
$21 million and net cash proceeds of approximately $25 million for the first quarter of 2024, following the repayment
of the lease financing.
In March 2024, the Company completed the sale of the VLGC Venus Glory, built in 2008, for a gross cash consideration
of $66 million. The vessel completed her two-year TCP with IOC at the end of December 2023. After the completion of
this time charter, Venus Glory also carried out a single spot voyage, achieving a net TCE result of $5.4 million. The
Company recorded a book gain on the sale of approximately $27 million and a cash release of approximately $40
million following the repayment of bank financing.
On August 15, 2024, Avance Gas entered into an agreement with BW LPG to sell its remaining VLGC fleet, consisting of
twelve vessels. This agreement enabled a smooth handover while allowing Avance Gas to trade the ships for some
further period in the winter market. During the fourth quarter of 2024, the Company completed the sale of the twelve
VLGCs to BW LPG, resulting in a total gain on sale of $287 million and total cash proceeds of $242 million, bringing
the total gain on sale for 2024 to $408 million. The sale was settled with approximately $589 million in cash, the
novation of approximately $129 million in debt obligations, and 19.282 million shares in BW LPG.
In November 2024, the Company announced it had entered into a definitive Heads of Agreement (“HoA”) with Exmar
to sell its four MGC newbuilding contracts through a novation, subject to the issuance of new refund guarantees to
Exmar, as well as the completion of customary documentation and closing procedures. The price of the
newbuildings under the HoA was agreed to be $282.4 million, corresponding to $70.6 million per vessel. Two of the
vessels were ordered in June 2023, and the last two vessels were ordered in August 2023 at $62.1 million each.
Hence, Avance Gas expects to book a gain of $34 million in relation to the sale of the MGC newbuilding contracts in
the first quarter of 2025. In January 2025, a novation agreement between Avance Gas and Exmar was signed and in
AVANCE GAS – ANNUAL REPORT 2024
6
February 2025 new refund guarantees were issued, and the transaction became effective. Following the issuance of
refund guarantees, Avance Gas received $62.1 million from Exmar in reimbursement for already paid yard
instalments. Furthermore, the profit element of $34.2 million is scheduled to be received in April/May in connection
with the steel cutting of the last MGC newbuilding. As of December 31, 2024, the four MGCs are classified as held for
sale in the balance sheet.
FINANCIAL RESULTS
Avance Gas (the “Company”) recorded a net income of $443.0 million in 2024. The strong result was driven by gain
on asset sale of $408.4 million related to the sale of the VLGC fleet of 16 vessels during the year. By excluding gains
from sale of VLGCs, 2024 was a profitable year with adjusted net income
1
of $125.4 million - the third highest
ordinary result recorded. The Company declared $689.3 million or $9 per share in cash distribution from dividends of
which $2.99 was return of capital for the full year 2024. Additionally, the Company distributed its BW LPG shares to
shareholders in February 2025 equalling $3.25 per share, with each shareholder receiving one BW LPG share for
every four Avance Gas shares held. In total, the distributions declared for the full year 2024 amounted to $12.25 per
share equalling $938.3 million. This brings the total dividend distribution since the Company was listed in 2014 to
$1.5 billion of which $1.2 billion has been distributed the past 3 years:
Distribution $ mill
Total
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
Distribution $/share
23.85
12.25
2.15
1.1
0.26
0.11
0.30
-
-
0.30
4.66
2.72
Total distribution 1,495 938 165 84 18 7 19 - - 10 160 94
Net profit
954
443
164
89
32
71
56
(43)
(55)
(68)
183
82
% of net profit
157%
212%
100%
95%
57%
10%
34%
-
-
-15%
88%
114%
In March 2025, the Company distributed an extraordinary dividend of $0.75 per share. The following sections below
are describing the 2024 full year results in more detail.
In 2024, Avance Gas reported a net profit of $443.0 million compared to a net profit of $163.6 million in 2023. Basic
and diluted earnings per share was $5.78 and $5.76 in 2024, a significant increase compared to $2.14 and $2.12 in
2023. Net result adjusted for vessel sales gain on sale, fair value adjustment of BW LPG investment and dividend
income was $125.4 million or $1.64 per share.
For the full year 2024, we sailed in at a TCE rate of $52,500/day compared to $57,200/day in 2023. TC coverage for the
year was 25% at $45,000/day and 75% spot at $55,000/day. The positive market sentiment in 2023 continued into the
first half of 2024, driven by strong US production, high US LPG exports, historically high price arbitrage, and
inefficiencies caused by drought in the Panama Canal. However, this momentum tailed off in the second half of the
year due to net fleet growth and increased capacity in the Panama Canal explaining the movements in TCE rates
during the year. In Q1, Q2, Q3, and Q4, we reported a TCE rate per day of $78,800, $46,700, $41,900, and $35,300,
respectively.
Operating expenses decreased to $36.6 million in 2024 from $40.3 million in 2023, primarily due to fewer voyage
days. OPEX per day for the year was $8,900 compared to $8,200 in 2023. The increase in OPEX per day for the full year
1
Excluding gain on sale, fair value adjustment of BW LPG investment and dividend income.
AVANCE GAS – ANNUAL REPORT 2024
7
is mainly explained by high OPEX per day in the fourth quarter due to less calendar days as we sold the VLGC fleet
during the quarter.
The company recorded 42 off-hire days in 2024, related to maintenance and repair, compared to 135 off-hire days in
2023. In 2023, the Company completed special survey drydocking, including the installation of Ballast Water
Treatment Systems (BWTS) on two vessels, in addition to maintenance and repair for the remaining fleet.
Consequently, the company recorded 4,087 operating days (calendar days less off-hire days) in 2024, down from
4,787 in 2023.
Administrative and general expenses, totalled $13.2 million in 2024, an increase from $6.9 million in 2023, with $5.8
million of the increase attributed to the settlement of vested employee share options.
Gain on disposal of assets for the full year 2024 was $408.4 million compared to no gain recorded in 2023. The full
year gain includes the sale of the 12 VLGCs to BW LPG as well as the sales of Iris Glory (2008), Venus Glory (2008),
Avance Castor (2024) and Avance Pollux (2024) recorded during the first half of the year. On August 15,2024, Avance
Gas entered into an agreement with BW LPG Ltd (“BW LPG”) to sell its VLGC fleet consisting of twelve vessels. During
the fourth quarter of 2024, the Company completed the sale of the twelve VLGCs to BW LPG. The sale was settled
with approximately $589 million of cash, novation of approximately $129 million of debt obligations and 19.282
million shares in BW LPG.
Depreciation expense for the full year of 2024 was $25.1 million, down from $43.9 million in 2023. This decrease is
primarily due to vessel sales, with the VLGC fleet being classified as held for sale following the announcement of the
BW LPG transaction on August 15, 2024. As a result, depreciation was halted, leading to a $12 million reduction in
depreciation expense.
Net non-operating expenses, consisting of finance expenses, changes in the fair value of BW LPG shares, finance
income, and foreign exchange gains, were $104.9 million in 2024, compared to $18.8 million in 2023. The significant
increase is due to an unrealized financial loss from the BW LPG shares, as the shares are measured at fair value at the
reporting date. The BW LPG share price decreased from $16.18 per share on August 15, 2024, to $11.16 per share on
December 31, 2024, resulting in a fair value adjustment of $96.7 million. Finance income also rose, primarily due to a
higher cash balance following the sale of vessels, compared to the previous year.
Avance Gas’ total assets amounted to $457.4 million as of December 31, 2024, compared to $1,153.6 million as of
December 31, 2023. The significant reduction in total assets is due to the sale of the VLGC fleet and a large portion of
the proceeds being distributed as dividends. As of December 31, 2024, the balance sheet primarily consists of 19.282
million shares in BW LPG, recorded as a current asset measured at a fair value of $215.2 million, cash and cash
equivalents of $176.0 million, and assets held for sale of $56.7 million related to the MGC newbuilding contracts
subsequently sold to Exmar LPG BV. In November 2024, the Company entered into a definitive Heads of Agreement
(HoA) with Exmar LPG BV (“Exmar”) to sell its four Mid-Sized Gas Carriers (MGCs) newbuilding contracts through a
novation subject to issuance of new refund guarantees to Exmar, as well as the completion of customary
documentation and closing procedures. The price of the newbuildings under this HoA was agreed to be $282.4
million, corresponding to $70.6 million per vessel.
Avance Gas’ total liabilities amounted to $3.4 million on December 31, 2024, compared with $549.8 million as of
December 31, 2023. The Group did not hold any interest-bearing debt as of December 31, 2024, as all interest-
bearing debt was repaid or novated in connection with the sale of the fleet. Consequently, Avance Gas had no loan
covenants on December 31, 2024.
Total shareholders’ equity as of December 31, 2024, was $453.9 million, corresponding to an equity ratio of 99.2%,
compared to $603.8 million and 52.3% as of December 31, 2023. The reduction in equity is mainly due to dividend
and return of capital payments totalling $585.9 million during 2024 and other comprehensive loss of $6.6 million for
2024, partly offset by a net profit of $443.0 million.
AVANCE GAS – ANNUAL REPORT 2024
8
Total free cash and cash equivalents in 2024 amounted to $176.0 million, compared with $131.5 million in 2023. Net
cash flows from operating activities were $203.7 million. Net cash flows from investing activities were positive at
$820.5 million, driven by $954.8 million in net proceeds from the sale of assets, partly offset by instalments related to
the Company’s VLGC and MGC newbuildings. Net cash flows used in financing activities were $978.8 million, mainly
consisting of dividend and return of capital payments totalling $585.9 million, repayment of long-term debt of $581.7
million, partly offset by proceeds from loans and borrowings, net of transaction costs of $176.4 million related to
refinancing existing debt in the first half of 2024, dividends received of $6.0 million and cash settlement on
terminated derivatives of $6.4 million.
OPERATIONAL HIGHLIGHTS AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
Avance Gas vessels mainly operated in the Middle East Gulf and US Gulf/US East Coast for loading, with cargo
transported to Asia primarily via the Panama Canal, depending on the end destination. However, both waiting times
and auction fees in the Panama Canal remained high during the first half of the year due to a drought and the down-
prioritization of VLGCs. Additionally, the Suez Canal has been closed since the Houthi militia attacked merchant
shipping around the Bab El-Mandeb strait at the end of 2023. Consequently, Avance Gas vessels were primarily
loaded through the Panama Canal and ballasted via the Cape of Good Hope, thereby avoiding congestion outside
the Panama Canal while also avoiding sailing via the Suez Canal. For the fleet, we recorded a utilization rate of 99.3%
in 2024 compared to 99.0% in 2023. Despite somewhat longer average sailing distances per trip due to these factors,
the total sailing distance in 2024 was 1,123,232 nautical miles, down from 1,278,676 nautical miles in 2023. This
reduction is explained by fewer operating days in 2024.
For the full year 2024, we reduced our emissions by 4.9%, as measured by the Annual Efficiency Rate (AER). The
primary factors contributing to this reduction were the Company's completion of its fleet renewal strategy, which
included investing in new dual-fuel technology and divesting older vessels. For the year 2024, we obtained an AER of
6.32, compared to 6.64 in 2023 and 7.11 in 2022.
For more information about our approach to ESG, including how we manage climate risk, social, and governance
matters, please refer to our separate ESG section in the annual report on page 55. Following sale of the VLGC fleet
and the four MGC newbuildings, leaving no operating assets left, the Company has decided to replace a separate ESG
report with key highlight provided in the ESG section.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Avance Gas Holding Ltd has liability insurance coverage for its Directors and Officers (D&O). The 2024 D&O policy was
renewed with Aviva Insurance Ireland DAC, Beazley Syndicates AFB and International General Insurance Company
UK Ltd. The insurance covers all loss from any claim or securities claim against an insured person and all legal
representation expenses in respect of an investigation made during the policy period. The insurance does not cover
losses where the Company has indemnified such loss.
PRINCIPAL RISKS
As Avance Gas has sold all its operational assets, the company is no longer exposed to significant financial and
operational risks related to being an owner and operator of VLGCs. The main risk now is the final settlement from the
sale of the MGC newbuilding contracts which will be settled at steel cutting of the final MGC scheduled to be in April
2025. The final settlement amounts to $34.2 million of which 50% is held in an escrow account with an investment-
grade major bank and 50% shall be remitted directly to Avance Gas, thus limiting the counterparty risk. Furthermore,
the Company remains listed on the Oslo Stock Exchange, exposing investors to general market movements.
However, shareholders will receive a final dividend of the remaining proceeds in April/May 2025. For patient
shareholders, this limits the market risk related to stock exchange fluctuations.
AVANCE GAS – ANNUAL REPORT 2024
9
However, as a former global owner and operator of VLGCs, Avance Gas was exposed to a variety of risks during the
financial year 2024, including market, operational, financial, and geopolitical risks. The Company maintained an
ongoing assessment process designed to identify, analyze, and minimize these risk exposures.
The cyclical characteristics of the LPG shipping segment have been the most significant risks to the Company in
terms of impact on financial results. A reduction in export volumes combined with an increased supply of new
tonnage typically impacts LPG freight rates and asset values negatively. Similarly, reduced demand for LPG
decreases export volumes and, consequently, negatively impacts demand for LPG shipping. Additionally, changing
economic, political, and governmental conditions in the countries and regions where the Company’s ships have
been employed, and key terminals have been located could adversely impact the drivers of the VLGC freight market.
To partly mitigate the cyclical VLGC freight market, the Company entered some Time Charter contracts to secure
employment during periods associated with higher risk to the spot market. The Company also entered forward
freight agreements and bunker hedges to reduce some of its exposure to fluctuations in the freight market.
Avance Gas has also been exposed to changes in financial markets, including credit, interest rate, and capital
markets, which may have affected the Company’s financial performance. The Company has also been exposed to
general movements on the Oslo Stock Exchange, which may have limited the possibility of raising new equity at
attractive prices. Avance Gas held external bank financing and was thus exposed to fluctuations in interest rates
through its credit facilities. To mitigate the risk of rising interest rates, the Company fully hedged its debt exposure
for the financial year 2024.
Operating internationally, Avance Gas has been exposed to geopolitical risks. In 2024, freight markets were impacted
by the ongoing situation in the Red Sea, with increased tension and security issues effectively closing the Red Sea for
VLGCs either in transit to load cargoes out of Yanbu or to sail through in laden or ballast passage. This situation
resulted in, and continues to result in, the re-routing of vessels via the Cape of Good Hope and reduced cargo
capacity.
SUBSEQUENT EVENTS
In January 2025, the Company, Exmar, and the yard signed a Novation agreement to transfer the four MGC
newbuilding contracts to Exmar, with the only remaining item being the issuance of new refund guarantees before
the transaction could become effective. In February 2025, the refund guarantees were issued, and Avance Gas
received $62.1 million in reimbursement from already paid yard instalments from Exmar.
In February 2025, as part of the preparations for the winding-up process, the Board terminated the employment
contracts of the CEO, CCO, and CFO. Management will remain available to the Company until the end of the first half
of 2025.
On February 18, 2025, the Company went ex-dividend with $2.0 per share in return of capital and distribution of the
BW LPG shares. Shareholders received one BW LPG share for every four Avance Gas shares they held, with any
fractions rounded down.
In March 2025, Avance Gas distributed an extraordinary dividend of $57 million, or $0.75 per share, following the
receipt of the $62.1 million reimbursement from Exmar. Following the distribution, the remaining net asset value of
Avance Gas is approximately $56 million, corresponding to approximately $0.70 per share.
LIQUIDATION BASIS
The consolidated financial statements of Avance Gas Holding Ltd and its subsidiaries, have been prepared in
accordance with IFRS® Accounting Standards as adopted by the European Union (“IFRS”). The consolidated financial
statements have been prepared on a liquidation basis, as management intends to liquidate Avance Gas Holding Ltd
and its subsidiaries. The consolidated financial statements are prepared in accordance with IFRS, except for the
AVANCE GAS – ANNUAL REPORT 2024
10
presentation requirements regarding discontinued operations stated in IFRS 5 – Non-current Assets Held for Sale
and Discontinued Operations. Application of a liquidation basis did not have any other impacts on the accounting
policies or disclosures in the consolidated financial statements.
T
he Board of Directors of Avance Gas Holding Ltd
M
arch 27, 2025
Øystein Kalleklev
James O'Shaughnessy
CEO and Director Director
Francois Sunier
Kathrine Fredriksen
Will Homan-Russell
Director
Director
Director
AVANCE GAS – ANNUAL REPORT 2024
11
PRESENTATION OF THE BOARD OF DIRECTORS
ØYSTEIN KALLEKLEV
CEO and Director
Øystein served as Director of Avance Gas since 26 May 2021 and was elected as Chairman of the Board in March
2022 until he stepped down to Director as he was appointed as CEO in April 2023. Mr. Kalleklev has been the CEO
in FLEX LNG Management since August 2018, after serving as CFO of Knutsen NYK Offshore Tankers since 2013 and
Chairman of the General Partner of the MLP KNOT Offshore Partners from 2015-2017. Previous roles include CFO
of industrial investment company Umoe Group, Managing Director of Umoe Invest, Partner of investment bank
Clarksons Platou and Business Consultant at Accenture. Mr. Kalleklev holds a MSC in Business and Administration
from Norwegian School of Economics and a Bachelor in Business and Finance from Heriot-Watt University.
FRANÇOIS SUNIER
Director
François Sunier has served as a Director of Avance Gas since 1 December 2010. He has been the CEO and Managing
Directors of Suntrust Investment Co. S.A. since January 2002. Prior to Suntrust Investment Co. S.A., Mr Sunier
worked as an Executive Director at Goldman Sachs, London and at UBS Philips & Drew, London. François Sunier
serves at the board of Mirabaud SCA and Groupe Minoteries (listed on the Swiss Stock Exchange Market). François
Sunier graduated from the University of Geneva, with a bachelor in political sciences. Mr Sunier is a Swiss citizen,
and resides in Switzerland.
KATHRINE FREDRIKSEN
Director
Kathrine Fredriksen served as Director of Avance Gas since 26 May 2021. Ms. Fredriksen serves as President of
Seatankers UK, board member of Norwegian Property since 2016 and as a board member in Ship Finance since
February 2020. She has previously been on the boards of Seadrill, Golar LNG, Frontline and Deep Sea Supply.
Through her role as President of Seatankers UK, she provides advice on all group investments and is intrinsically
involved in the administration of the organization. Kathrine is educated at European Business School in London.
She is a passionate collector of modern and contemporary art.
JAMES O'SHAUGHNESSY
Director
James O'Shaughnessy has served as a Director of the Company since January 2021. James O'Shaughnessy has
been an Executive Vice President, Chief Accounting Officer and Corporate Controller of Axis Capital Holdings
Limited since March 26, 2012. Prior to that Mr. O'Shaughnessy has amongst other served as Chief Financial Officer
in the Bermuda operations of Flagstone Reinsurance Holdings and as Chief Accounting Officer and Senior Vice
President of Scottish Re Group Ltd., and Chief Financial Officer of XL Re Ltd. at XL Group plc. Mr. O'Shaughnessy
received a Bachelor of Commerce degree from University College Cork, Ireland in the year 1981 to 1985 and is both
a Fellow of the Institute of Chartered Accountants of Ireland, an Associate Member of the Chartered Insurance
Institute of the UK and a Chartered Director.
WILL HOMAN-RUSSELL
Director
Will Homan-Russell has been a Director of Avance Gas since December 2023. Mr. Homan-Russell is an experienced
professional investor in the maritime sector, currently serving as Chief Investment Officer of UK based WMC Capital
Ltd., where he cofounded Albemarle Shipping Fund. From 2003 to 2018 he worked for Tufton Oceanic Limited, a
fund management company specializing on investments in the maritime and energy sectors. Mr. Homan-Russell
holds an MA in Mathematics from Oxford University and an MSc. in Finance from London Business School.
AVANCE GAS – ANNUAL REPORT 2024
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HISTORY
2024:
• The year 2024 ended as the best annual result in the Company’s history with a net profit of $443 million or earnings
per share of $5.78, positively impacted by gain from vessel sales of $408 million.
• On August 15, 2024, Avance Gas entered into an agreement with BW LPG Ltd (“BW LPG”) to sell its VLGC fleet
consisting of 12 vessels. Prior to this, the Company had completed the sale of the 2008-built VLGCs Iris Glory and
Venus Glory and the sale of the two 2024-built newbuildings with intended names Avance Castor and Avance Pollux.
The Company completed the sale of the remaining 12 VLGCs to BW LPG during the fourth quarter of 2024.
• In November 2024, the Company entered into a definitive Heads of Agreement (HoA) with Exmar LPG BV (Exmar) to
sell its four Mid-Sized Gas Carriers (MGC) newbuilding contracts through a novation.
• After the vessel sales, Avance Gas announced in November 2024 that it no longer owns operating assets and has no
plans for new investments. As a result, the company started a wind-up process to return all capital to its
shareholders, with plans for a delisting by the second quarter of 2025.
2023:
• The year 2023 ended with the second-best annual results in the Company’s history with a net profit of $164 million.
A strong freight market throughout the year was the main driver.
• In February and May, the Company took delivery of Avance Rigel and Avance Avior, the third and fourth of its six
dual fuel 91,000 cbm VLGC newbuildings from Daewoo Shipyard in South Korea.
• During the second quarter, the Company also entered into newbuilding contracts with CIMC (Nantong CIMC
Sinopacific Offshore & Engineering Co., Ltd) for the construction of four mid-sized LPG/ammonia gas carriers with
dual fuel engines scheduled for delivery in 2025 and 2026.
• In July, the Company announced the sale of the 2008-built VLGC Iris Glory. In December, the Company announced
the sale of the two remaining VLGC newbuildings for a gross cash consideration of $240 million with ex-yard delivery
to the new owners in 2024.
2021-2022:
• In 2021, Avance Gas entered shipbuilding contracts for in total six 91,000 cbm, LPG Dual-Fuel VLGCs with Daewoo
Shipbuilding and Marine Engineering (DSME) in South Korea. Avance Gas successfully completed a private
placement raising $65 million in new equity to finance the newbuilding program and also signed a $104 million
sustainability-linked term facility with a bank syndicate to finance its first two dual-fuel newbuildings.
• In August 2021, the majority shareholder of Avance Gas Holding Ltd., Hemen Holding Limited (“Hemen”) acquired
additionally 127,207 shares in the Company. The transaction triggered an obligation for Hemen to make a
mandatory offer to acquire all shares in the Company at a price of NOK 43 per share. Following settlement of the
mandatory offering in October 2021, Hemen owned 59,382,696 shares, equating to approximately 76.7% of the
Company.
• In 2022, Avance Gas continued the fleet renewal program by selling the three VLGCs Thetis Glory (2008), Providence
(2008) and Promise (2009). In January and February, the Company took delivery of Avance Polaris and Avance
Capella, the first two of its six dual fuel 91,000 cbm VLGC newbuildings from Daewoo Shipyard in South Korea.
• In May 2022, Avance Gas signed a $555 million sustainability-linked term facility with a bank syndicate to re-finance
the previous bank facility financing including financing of newbuildings three and four, Avance Rigel and Avance
AVANCE GAS – ANNUAL REPORT 2024
13
Avior. The Company concluded the financing for the whole newbuilding program by entering into a sale leaseback
arrangement for the final two newbuldings, Avance Castor and Avance Pollux.
2018-2020:
• During 2018, Hemen Holding Limited increased its holdings and became the largest shareholder in Avance Gas.
Avance Gas was integrating closer to the Seatankers group of companies, benefitting from economies of scale and
the group’s extensive commercial and technical experience. After a weak freight market since 2016, the VLGC market
began to strengthen at the end of 2018.
• During 2019, Avance Gas refinanced all outstanding debt and closed a new $515 million credit facility. End 2019,
Avance Gas entered into two Dual-Fuel 91,000 cbm VLGCs at Korean shipbuilder DSME for delivery in 2021 and 2022,
and scrubber installation contracts were signed for six of our vessels.
• The global pandemic outbreak (Covid-19) had a significant impact on the global market and economy in 2020, with
reduced demand for LPG and lower fleet efficiency impacting the VLGC market. Avance Gas navigated through a
challenging year, and completed the scheduled drydocking programme for 8 vessels, in addition to scrubber
installations on 5 vessels. Avance Gas completed the sale of its oldest vessel Avance (2003), and proceeds with the
construction of two LPG dual-fuel newbuildings at Daewoo Shipbuilding and Marine Engineering (DSME) in South
Korea.
2015-2017:
• In 2015, Avance Gas took delivery of Mistral, Monsoon, Breeze, Passat, Sirocco, Levant, Chinook and Pampero, all
83,000 cbm VLGC newbuildings from Jiangnan Shipyard in China. The Avance Gas fleet increased to 14 modern
VLGCs, with a total capacity of 1.17 million cbm.
• In 2016, Avance Gas prepares for a weaker market by entering into an amendment agreement with its banking
group to defer part if its principal payments. Simultaneously, the Company raised $58.7 million in a private
placement and subsequent offering, issuing 29.5 million new shares.
2013-2014:
• Frontline 2012 Ltd entered as a new shareholder of Avance Gas through a cash investment. In addition, Avance Gas
agreed to purchase eight VLGC newbuildings—previously ordered by Frontline 2012 Ltd from Jiangnan Shipyard in
China. The acquisition was in part financed by a $100 million private equity placement, through which Avance Gas
was listed on the Norwegian Over-the-Counter (“N-OTC”).
• On April 9, 2014, an initial public offering of Avance Gas shares was completed, raising $100 million from the
issuance of new shares. Avance Gas’ three largest shareholders—Stolt-Nielsen Gas Ltd, Sungas Holdings Ltd and
Frontline 2012 Ltd—simultaneously sold shares with a total aggregate value of $175 million, including over-
allotment options. Trading of Avance Gas shares commenced on the Oslo Stock Exchange on April 15, 2014. During
2014, Avance Gas also completed the financing of its newbuilding program by raising a total of $650 million from a
consortium of eight large shipping banks, underscoring the market’s confidence in the Company’s business strategy.
2010-2012:
• In exchange for 50% ownership in the Company, Sungas Holding Ltd sold three 2008 built VLGCs to the Avance Gas
fleet: Iris Glory, Thetis Glory and Venus Glory. Navigator Taurus, a medium sized gas carrier, was also taken on time
charter in 2010, bringing the fleet up to a total of six ships.
• In 2012 Avance Gas acquired Maran Gas Knossos and Maran Gas Vergina from Maran Gas Maritime, Inc. in a cash
transaction, later named Promise and Providence. Expiry of the Yuhsho and Navigator Taurus time charters.
AVANCE GAS – ANNUAL REPORT 2024
14
2007-2009:
• Avance Gas traces it’s roots to 2007 and was established with the goal “to pursue growth opportunities in the
expanding market for the transportation of liquefied petroleum gas (LPG)”. The company entered the market in 2009
with a three-year time charter of the VLGC Yuhsho, followed by the acquisition of the 2003-built VLGC Althea Gas,
later renamed Avance. Avance Gas Holding Ltd was incorporated in 2010.
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15
RESPONSIBILITY STATEMENT
On behalf of the Board of Directors and Management, we confirm that, to the best of our knowledge, the financial
statements for 2024 have been prepared in accordance with the current applicable accounting standards and give a
true and fair view of the assets, liabilities, financial position and profit or loss for Avance Gas Holding Ltd and its
subsidiaries (the “Group”) as a whole.
We also confirm that the Board of Director’s Report includes a true and fair review of the development and
performance of the business and the position of the Group, together with a description of the financial risks and
uncertainties facing the Group.
Th
e Board of Directors of Avance Gas Holding Ltd
Ma
rch 27, 2025
Øystein Kalleklev
James O'Shaughnessy
CEO and Director
Director
Francois Sunier
Kathrine Fredriksen
Will Homan-Russell
Director
Director
Director
AVANCE GAS – ANNUAL REPORT 2024
16
AVANCE GAS HOLDING LTD
CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2024
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17
CONSOLIDATED INCOME STATEMENT
For the year ended
December 31,
2024
December 31,
2023
Note
(in USD thousands)
Operating revenue
10
Voyage expenses 11
(76,526 )
(78,561 )
Operating expenses 12
(36,576 )
(40,298 )
Administrative and general expenses 13
(13,244 )
(6,900 )
Gross operating profit
Depreciation and amortisation expense 5
(25,123 )
(43,934 )
Gain on disposal of assets 5
Operating profit
Finance expense 14
(23,397 )
(24,017 )
Changes in fair value of shares 14
(96,723 )
Finance income 14
Foreign currency exchange gains (losses)
(252 )
Income before tax
Income tax expense 15
(182 )
(258 )
Net profit
Earnings per share
9
Basic
Diluted
See accompanying notes that are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended
December 31,
2024
December 31,
2023
Note
(in USD thousands)
Net profit
Other comprehensive (loss) income:
Items that may be reclassified subsequently to profit
and loss:
Fair value adjustment of derivative financial
instruments designated for hedge accounting
7, 20
(1,229 )
(9,092 )
Gain on discontinued hedges reclassified to the income
statement
7, 20
(5,307 )
(1,650 )
Exchange differences arising on translation of foreign
operations
(26 )
Other comprehensive (loss) income
(6,562 )
(10,733 )
Total comprehensive income
See accompanying notes that are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEET
As of
December 31,
2024
December 31,
2023
Note
(in USD thousands)
ASSETS
Cash and cash equivalents
3
Receivables
4
Related party receivable balances
16
Inventories
Mobilisation cost
Prepaid expenses
4
Other current assets
4
Derivative financial instruments
7
Asset held for sale
5
Shares in BW LPG
7
Total current assets
Property, plant and equipment
5
Newbuildings
5
Derivative financial instruments
7
Total non-current assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of long-term debt
6, 7
Accounts payable
Related party payable balances
16
Accrued voyage expenses
Accrued expenses
Derivative financial instruments
7
Other current liabilities
Total current liabilities
Long-term debt
6, 7
Long-term revolving credit facilities
6, 7
Total non-current liabilities
Shareholders’ equity
Share capital
8
Paid-in capital
Contributed capital
Retained income (loss)
(62,301 )
Treasury shares
(11,351 )
(11,351 )
Accumulated other comprehensive income
20
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying notes that are an integral part of these consolidated financial statements.
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20
The Board of Directors of Avance Gas Holding Ltd
March 27, 2025
Øystein Kalleklev
James O'Shaughnessy
CEO and Director
Director
Francois Sunier
Kathrine Fredriksen
Will Homan-Russell
Director
Director
Director
AVANCE GAS – ANNUAL REPORT 2024
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CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Share
capital
Paid-in
capital
Contributed
capital
Retained
(loss)
income
Accumulated
other
comprehensive
income (loss)
Treasury
shares
Total
(in USD thousands)
Balance, December 31, 2022
(5,620 )
(11,351 )
Comprehensive income (loss):
Net profit
Other comprehensive income (loss):
Fair value adjustment of derivative financial
instruments
7,20
(9,092 )
(9,092 )
Gain on discontinued hedges reclassified to
the income statement
20
(1,650 )
(1,650 )
Exchange differences arising on translation
of foreign operations
Total other comprehensive income (loss)
(10,733 )
(10,733 )
Total comprehensive income (loss)
(10,733 )
Transactions with shareholders:
Dividend 8
(153,186 )
(153,186 )
Compensation expense for share options 18
-
Total transactions with shareholders
(153,186 )
(152,976 )
Balance, December 31, 2023
(11,351 )
See accompanying notes that are an integral part of these consolidated financial statements.
AVANCE GAS – ANNUAL REPORT 2024
22
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Share
capital
Paid-in
capital
Contributed
capital
Retained
(loss)
income
Accumulated
other
comprehensive
income
Treasury
shares
Total
(in USD thousands)
Balance, December 31, 2023
(11,351 )
Comprehensive income (loss):
Net profit
Other comprehensive income (loss):
Fair value adjustment of derivative financial
instruments
7,20
(1,229 )
(1,229 )
Gain on discontinued hedges reclassified to
the income statement
20
(5,307 )
(5,307 )
Exchange differences arising on translation
of foreign operations
(26 )
(26 )
Total other comprehensive income (loss)
(6,562 )
(6,562 )
Total comprehensive income (loss)
(6,562 )
Transactions with shareholders:
Share capital reduction
8
(76,653 )
Return of capital
8
(75,827 )
-
(75,827 )
Dividend
8
(510,110 )
(510,110 )
Compensation expense for share options
18
-
(409 )
(409 )
Total transactions with shareholders
(76,653 )
(409 )
(510,110 )
(586,347 )
Balance, December 31, 2024
(62,301 )
(11,351 )
See accompanying notes that are an integral part of these consolidated financial statements.
AVANCE GAS – ANNUAL REPORT 2024
23
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended
December 31,
2024
December 31,
2023
Note
(in USD thousands)
Cash flows from operating activities
Cash generated from operations
21
Interest paid
(26,209 )
(24,005 )
Settlement of share options
(8,128 )
(1,815 )
Net cash flows from operating activities
Cash flows from investing activities:
Net cash proceeds from sale of assets
5
Capital expenditures
5
(134,309 )
(177,446 )
Net cash flows used in investing activities
(177,446 )
Cash flows from financing activities:
Dividends paid
8
(510,110 )
(153,186 )
Return of capital
8
(75,827 )
Repayment of long-term debt
6
(468,296 )
(43,154 )
Drawdown of long
-term debt 6
Repayment of revolving credit facility
6
(113,387 )
Transaction cost
related to loans and borrowings
(1,588 )
(145 )
Dividends received
14
Cash settlement of derivatives
7
Net cash flows from (used) in financing activities
(978,798 )
(80,412 )
Net increase (decrease) in cash and cash equivalents
(92,523 )
Cash and cash equivalents at beginning of period
Effect of exchange rate changes on cash
(883 )
(205 )
Cash and cash equivalents at end of period
See accompanying notes that are an integral part of these consolidated financial statements.
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ENVIRONMENT, SOCIAL & GOVERNANCE (ESG)
Introduction
Avance Gas published its first ESG report for the year 2018, designed to provide investors, banks, and other
stakeholders with easy access to non-financial information, in line with the Marine Transportation framework
established by the Sustainability Accounting Standards Board (SASB). The disclosure of ESG information has since
been enhanced, with each subsequent report ensuring greater transparency on ESG topics, including preparations
for the CSRD report. However, following the sale of the VLGC fleet and the four MGC newbuildings, which left the
Company without any operating assets, Avance Gas has decided to replace its separate ESG report with key
highlights for 2024, presented in the following section.
Avance Gas has been committed to supporting the targets outlined in the IMO's emission reduction strategy to
combat climate change. To contribute to these goals, the Company set an annual target to exceed the IMO and
Poseidon Principles emission trajectories, which are becoming more stringent each year, with the goal of reaching
net-zero emissions by 2050. In pursuit of these targets, the Company has focused on its fleet renewal strategy and
incorporated sustainability-linked financing over the past five years. In 2019, Avance Gas made its first investment in
dual fuel newbuildings, acquiring two vessels capable of running on LPG as fuel, reducing CO2 emissions by
approximately 40% compared to a conventional non-eco 2008-built VLGC. By April 2021, the Company had added
four more dual-fuel vessels to its fleet, bringing the total to six, with deliveries scheduled for 2022, 2023, and 2024. In
2024, Avance Gas invested in four dual-fuel LPG Mid-Sized Gas Carriers (MGCs), capable of carrying both LPG and
ammonia as cargo, with deliveries expected in 2025 and 2026. In addition to investing in new technologies with a
significantly lower carbon footprint, Avance Gas also capitalized on favourable market conditions for asset prices. In
2022 and 2023, the strong VLGC spot freight market led to higher asset prices, enabling the Company to divest five
older vessels at attractive levels. As a result of these investments and divestments, Avance Gas' fleet consisted of
50% ECO vessels and 50% dual-fuel vessels at the beginning of 2024, while also reducing the average age of its fleet
from 5.3 years to 4.6 years.
With one of the youngest and most energy-efficient fleets in the shipping industry, Avance Gas attracted significant
interest from third parties seeking to acquire its assets. On August 15, 2024, the Company announced the sale of its
VLGC fleet to BW LPG, and on November 27, 2024, the sale of the four MGC newbuildings to Exmar LPG B.V. Given the
size of the fleet, Avance Gas found it more beneficial for its shareholders to take advantage of the relatively high
second-hand prices and sell the VLGC and MGC fleets. The transaction with BW LPG was completed on December 31,
2024, and the sale of the four MGC newbuildings was finalized on February 28, 2025, with the final settlement
expected in April 2025.
Avance Gas continued to operate the VLGC fleet throughout the year until the final VLGC delivery was completed on
December 31, 2024. The Company improved its weighted average Carbon Intensity Indicator (CII) by 4.9% compared
to 2023, with the AER decreasing to 6.32 from 6.64 in the previous period. As a result, Avance Gas outperformed the
IMO and Poseidon Principles' emission trajectories by 10% and 16%, respectively.
In the following section, you will find key information of the ESG matters during the year 2024.
ESG at Avance Gas
At Avance Gas, ESG has been a core aspect of our operations and has been fully integrated into our business model.
Our ESG framework reflected the incorporation of the UN Global Compact principles into our operations and value
chain. We have established policies and control processes to manage our employees and partners, ensuring
compliance with all applicable international and local laws and regulations.
The Board of Directors (BoD) is ultimately responsible for ESG at Avance Gas. The BoD oversees the company’s
strategy, including our decarbonization strategy, and ensures that appropriate and effective ESG-related risk
management and internal control systems are in place. The BoD also reviews Avance Gas’ corporate governance
AVANCE GAS – ANNUAL REPORT 2024
56
framework annually. The BoD’s Audit Committee ensures oversight of key ESG risks and external reporting, receiving
regular updates on ESG reporting processes.
The CEO has overseen the daily implementation of ESG at Avance Gas. The CFO has been responsible for establishing
monitoring and reporting processes related to ESG risks and performance, as well as considering the incorporation
of ESG matters into financing structures such as sustainability-linked financing. Technical managers have been the
primary responders to handle incidents promptly. Crewing and ship management have been outsourced to several
leading third parties, closely guided and evaluated by our fleet managers. Avance Gas had one dedicated
performance manager working with the ship managers to ensure that all vessels are performing at their potential.
Additionally, energy efficiency studies and evaluations of energy-saving devices were managed by the Head of
Decarbonization, project managers, and data analysts.
Environment
Avance Gas has been committed to minimising its environmental footprint through its operational model and fleet
utilisation. The Company has complied with applicable environmental legislation and proactively sought to stay
ahead of future legislation to meet industry expectations.
The main environmental impacts posed by the shipping industry are related to GHG emissions, nature-related
impacts such as pollution to air and water, biodiversity loss, and the circular economy. Avance Gas has worked
diligently to manage these impacts, and our efforts have been critical for protecting the environment, the societies in
which we operate, our customers, and our business.
We have regularly reviewed the identified environmental impacts to establish appropriate safeguards and mitigate
any adverse effects on the environment. Moreover, our long-term focus has been on maintaining a modern, energy-
efficient fleet to mitigate our climate-related risks and capitalise on opportunities provided by increasingly stringent
environmental laws and regulations, as well as expectations from key stakeholders such as customers, banks and
investors.
Activity metrics
Activity metric
Unit of measure
2022
2023
2024
Number of shipboard personnel*
Number
252
294
0
Total distance travelled by vessels
Nautical miles (nm)
1,150,819
1,278,676
1,123,232
Operating days
i
Days
4,787
4,787
4,087
Deadweight tonnage
Deadweight tonnes
702,689
819,326
771,656
Number of assets in fleet*
Number
15
14
0
Number of vessels port calls
Number
377
340
328
*On December 31
st
AVANCE GAS – ANNUAL REPORT 2024
57
Environment performance
Accounting metric
Unit of measure
2022
2023
2024
Annual efficiency ratio (AER)
gCO2/mDWT-nm
7.11
6.64
6.32
Carbon Intensity Indicator (CII) score
Weighted CII rating
Not disclosed
B
B
Total energy consumed
Gigajoules (GJ)
5,622,760
6,264,291
5,295,368
Scope 1 GHG emissions Co2
a
Metric tons
446,727
476,509
384,640
NOx (excluding N2O)
b
Metric tons
10,726
11,406
9,513
SOx
b
Metric tons
932
1,393
1,167
Particulate matter
b
Metric tons
493
649
198
Shipping duration in marine protected
areas or areas of protected
conservation status
c
Number of days
14
14
23
Implemented ballast water exchange
d
Percentage
33%
0%
0%
Implemented ballast water treatment
d
Percentage
77%
100%
100%
Spills and releases to the environment
e
Number
0
0
0
The overall fleet weighted CII rating for the year was B and the AER decreased by 4.9% in 2024 compared to the
previous year. This decrease was primarily driven by the divestment of two vessels built in 2008 during the first half
of 2024, and nearly a full year of operations of the two dual-fuel newbuildings from 2023, Avance Rigel and Avance
Avior, capable of running on LPG as fuel. Scope 1 GHG emission measured in metric tons of CO2 is down by 15.4%
which is primarily due to 14.7% less operating days in 2024 compared to 2023 explained by the sale of the VLGC fleet.
Avance Gas AER performance vs IMO and Poseidon Principles trajectories
We continued to outperform the IMO and the Poseidon Principles trajectories, being 10% and 16% ahead of the
trajectories in 2024, respectively. The strong performance was supported by a young and energy-efficient fleet.
Furthermore, the fleet has been equipped with various energy-saving technologies including modern hull designs,
pre-swirl ducts, propeller optimisation, variable frequency drives, LED lighting, four dual-fuel VLGCs, and operational
measures such as hull cleaning, propeller polishing and weather routing.
2020 2021 2022 2023 2024
IMO CII Trajectory PP Trajectory Avance Gas CII
IMO Trajectory -10%
Poseidon Principles -16%
AVANCE GAS – ANNUAL REPORT 2024
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Climate related risk
Climate change has posed physical, technological, regulatory and reputational risks to Avance Gas. Nature-related
impacts include a wide variety of topics, such as pollution to air and water and biodiversity loss, as well as Avance
Gas’ reputational and operating risks. As a previous ship owner, controlling a significant portfolio of physical assets
utilised for seaborne transportation of LPG, Avance Gas has had significant interaction with the marine environment.
Marine transportation is associated with risks to the surrounding environment with negative impacts on biodiversity.
These impacts are related to ship pollution, collisions, noise, grounding and anchor damage, and transportation of
invasive species.
Avance Gas has implemented several initiatives to minimize its nature related impact. The Company has complied
with the IMO 2020 regulation of 0.5% sulphur cap for maritime fuel by either using low-sulphur fuel and installing
scrubber on the remaining vessels. Avance Gas has also complied with IMO’s ballast water management system
requirements and had Ballast Water Treatment Systems installed on all ships in 2024, reducing biodiversity impact.
Furthermore, the Company had a Biofouling Management Plan on each vessel. Proper management of ships’
biofouling is not only beneficial to prevent the spread of invasive species but has also reduced underwater
resistance, and consequently, GHG emissions.
Large volume of oil spills could also have large serious and long-lasting negative impact on ecosystems. Avance Gas
had zero oil spills in 2024. If an incident related to spills were to occur, our ship managers have been obliged to notify
us without delay and follow up with a situation report. A full investigation report is then to be submitted no later
than 14 days after the incident has taken place.
Unsafe waste management and disposal from ships can readily lead to adverse environmental and health
consequences. The prevention of pollution by waste from ships is regulated by the International Convention for the
Prevention of Pollution from Ships (MARPOL) Annex V, which prohibits the discharge of most waste into the ocean.
Avance Gas has actively worked to reduce waste impact and has developed a comprehensive waste management
framework and integrated Storm Geo’s service for detailed waste reporting.
Avance Gas has endeavoured to comply with all applicable legislation in respect of the recycling of its end-of-life
vessels where relevant, such as The Basel Convention, the United Nations Convention on the Law of the Sea, The EU
Waste Shipments Regulations, MARPOL, the European Ship Recycling Regulation and the latest Hong Kong
Convention.
Social
Avance Gas’ ambition has been to ensure a safe and diverse place to work, that human rights are respected, that all
workers have decent working conditions, and to improve the well-being of all our employees. Our actions are guided
by industry and international standards, in line with what is expected by our key stakeholders.
Health and Safety
At Avance Gas, our number one priority has been the health, safety, and well-being of our people, both at sea and
onshore. We have consistently prioritized the general welfare of our crew, implementing numerous measures to
ensure their safety. These efforts extend beyond meeting the requirements for ship managers; they also encompass
comprehensive crew training and the enhancement of onboard facilities.
Through our involvement with the Neptune Declaration, we have supported our ship managers in implementing
well-being initiatives and ensuring that all seafarers have access to mental health support. For instance, maritime
personnel had access to a well-being app that facilitates private connections to psychologists via their personal
devices. The app leverages artificial intelligence, games, and nudge techniques to gauge mood and improve mental
health. This platform allows us to monitor subtle signals and act proactively to support our crew.
The safety and security risks associated with operations at sea were always carefully managed to protect our crew,
vessels, cargo, and the environment. At Avance Gas, we maintained a zero-accident ambition, operating under the
AVANCE GAS – ANNUAL REPORT 2024
59
principle that no serious injury or environmental incident was acceptable. In 2024, our Lost Time Injury Rate (LTIR)
improved to 0.46 from 0.74 in 2023. The LTIR is related to a finger injury while doing planned maintenance onboard.
The shipboard employee received first aid, continued light duty onboard and was signed off a week after to ensure
proper recovery onshore.
Accounting metric
Unit of measure
2022
2023
2024
Lost time incident rate (LTIR)
f
Rate
0.39
0.74
0.46
Incidents (marine casualties)
g
Number
0
0
0
Very serious marine casualties
h
Percentage (%)
0
0
0
Avance Gas ensured that key systems, such as the safety management system, were audited at least annually by
independent auditors. Additionally, individual vessels underwent regular inspections by Port State Control (PSC)
inspectors and our customers. When dealing with LPG vessels, we conducted Ship Inspection Report Programme
(SIRE) inspections. Our Technical department, through the HSEQ function, also performed annual audits.
Historically, both crew and onshore employees at Avance Gas could report a range of work-related hazards or
hazardous situations through our near miss reporting and unsafe acts reporting systems. Recognizing that fear of
reprisals might hinder some from raising concerns, we implemented a Stop Work Policy, making it clear that anyone
could stop work if they deemed it unsafe. Additionally, we promoted a culture of “learner mindsets,” where mistakes
were seen as opportunities to learn and develop. Our crew had a direct reporting line to the Designated Person
Ashore (DPA) and access to an anonymous whistleblowing hotline, allowing them to report any circumstances that
gave rise to concern. Onshore employees continue to have access to these reporting systems and support structures.
Historically, work-related incidents were investigated using robust accident investigation techniques, including
technical examinations, staff interviews, and recreating the accident trajectory. Reporting followed DNV’s Marine
Systematic Cause Analysis Technique, with data captured in an incident reporting system that facilitated root cause
analysis. Corrective actions were identified and tracked until fully implemented. This system also enabled the
analysis of incident trends and aimed to strengthen barriers to prevent similar incidents in the future. However, as
we no longer have operating assets, these activities are no longer conducted.
Human and labour rights
Avance Gas has been fully committed to respecting fundamental human and labour rights in our business operations
and value chain. We recognise the rights set out in the UN International Bill of Human Rights, the Maritime Labour
Convention and the International Labour Organisation’s (ILO) Core Conventions on Fundamental Principles and
Rights at Work. Avance Gas acts in accordance with the UN Guiding Principles for Business and Human Rights
(UNGPs), the OECD Guidelines for Multinational Enterprises and national laws.
The shipping industry faces a number of specific human rights risks given the business operations, business partners
and suppliers across the globe, many of which are in high-risk jurisdictions. Consequently, Avance Gas has taken
several steps to manage our human rights risks, including conducting human risk due diligence to identify, prevent
and mitigate any negative human rights impacts throughout our value chain. Furthermore, we expect that our
business partners share our human and labour rights commitment and standards. As a safeguard against negative
human rights impacts, we have included audit rights and termination clauses in our contracts.
Equal treatment and opportunities
Avance Gas prohibit discrimination against any employee, or any other person based on sex, race, colour, age,
religion, sexual orientation, marital status, national origin, disability, ancestry, political opinion or any other basis.
The Company prohibits unlawful harassment. Employees are expected to treat one another with respect. We also
expect our contractors, suppliers and other business partners to aspire to similar standards of fair treatment and
equal opportunities for their employees. To enhance awareness on this topic as well as to prevent and mitigate any
form of discrimination and harassment, Avance Gas has included discrimination and harassment as a topic in its
compliance training that is mandatory for all employees and management.
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60
All seagoing crew have been employed under contracts with our technical managers and hired in close collaboration
with Avance Gas’ technical supervisors, Frontline Management Ltd.
Avance Gas is an international company that values diversity and cultural differences. Our offshore employees came
from across the world, with the main nationalities being Indian and Filipino. Historically, our industry has been male-
dominated, a trend mirrored in the Company’s offshore workforce composition. Our materiality assessment and
subsequent review identified gender diversity as a material topic. While the majority of employees working at sea
have been men, we have actively promoted the inclusion of female seafarers and welcomed female cadets onboard
the vessels now sold. Onshore, Avance Gas has actively worked to address gender imbalances by taking a conscious
approach during the recruitment process. Women constitute 33.3% of Avance Gas’ onshore workforce on December
31, 2024, which is above the broader representation of women working onshore in the maritime industry. The
absence due to sickness for onshore employees was 0.73% in 2024.
Governance
The Board of Directors (“BoD”) oversees the Company's strategy, including corporate social responsibility initiatives.
It ensures that effective risk management and internal control systems are in place and conducts an annual review
of our corporate governance framework. The BoD’s Audit Committee monitors and addresses reports and
complaints related to internal controls and compliance.
The Board ensures that we have sound internal control and risk management systems in place, encompassing our
corporate values and ethical guidelines, including guidelines for corporate social responsibility. We have established
a set of policies and control processes to safeguard these guidelines and policies. This set of policies includes the
Corporate Code of Business Ethics and Conduct, Financial Crime Policy, Sanction Policy, Ship Recycling Policy,
Environmental Policy, Complaints Procedure, Privacy Policy, Know Your Business Partner Policy, and Insider Trading
Manual. The company has a comprehensive Compliance Program led by our Head of Compliance, ensuring that we
conduct our business in an honest and ethical manner. To enhance communication regarding the compliance risks
we face, Avance Gas provides training to all employees and management through in-person sessions and an e-
learning platform. This training is also available as an option for the Board.
Over the past few years, the primary risk for individuals or entities operating in the maritime industry or energy
sector has been the potential violation of sanctions, either directly or indirectly through third parties. Following
Russia’s invasion of Ukraine, the UK, EU, and US have imposed extensive sanctions against Russian interests,
targeting, inter alia, entities, individuals, vessels and their oil and gas industry. Avance Gas has implemented a
Sanctions Policy and a Know Your Business Partner Policy. We also monitored our fleet on an ongoing basis,
receiving and followed up on alerts if any of our vessels are in proximity to sanctioned areas or if there is a gap in
their AIS signals. Additionally, third-party testing, strict due diligence requirements, monitoring of business partners,
and contractual risk mitigation were all measures that significantly reduced the risk of any sanction violation when
we had operating vessels.
In 2024, Agenda Risk conducted a full compliance risk assessment of all Avance Gas’s aspects of business. The
assessment resulted in a risk map covering all identified risks, and the gap analysis highlighted areas needing further
attention. Based on the 2023 assessment, risk mitigating actions were implemented, and in 2024, Avance Gas
established additional training targets as a means of risk mitigation in areas such as sanctions and bribery. In 2024,
Avance Gas Agenda Risk also conducted a GAP-analysis of the Company’s current compliance with GDPR. Based on
the assessment Avance Gas has implemented actions to ensure compliance with GDPR.
The industry operates in many countries with high inherent risk for corruption and utilise several intermediaries,
agents and sub-suppliers that may not have a compliance programme nor the same culture and cultural standards
that the shipowner expects. Due to the current macroeconomic situation, Avance Gas believes there is higher
likelihood of corruption across several geographical areas compared to previous years. The Corporate Code of
Business Ethics and Conduct (the Code) and the Financial Crime Policy have a zero-tolerance approach to any
violations of applicable laws and regulations, including the UK Bribery Act and US Foreign Corrupt Practices Act
AVANCE GAS – ANNUAL REPORT 2024
61
(FCPA). To ensure compliance with the applicable legislation, Avance Gas has provided employees and key suppliers
with anti-corruption training. Avance Gas has also incorporated anti-corruption and bribery clauses into contracts,
as well as screening and monitoring of business partners and beneficial owners for any adverse media relating to
corruption and bribery. Suspected deviations from our policy were to be reported to the line manager or through the
anonymous whistleblowing platform. Avance Gas values the united voice against corruption and has been a member
of Maritime Anti-Corruption Network (MACN) for collective action for years.
Avance Gas has implemented Dow Jones RiskCenter, a third-party management tool, for conducting integrity due
diligence, screening and monitoring of our business partners. The term "business partners" include all enterprises or
individuals our Company entered a business relationship with, including banks, charterers, agents, brokers, ship
managers, consultants, joint venture partners, suppliers and other intermediaries. The Tool enabled Avance Gas to
track its business partners, from the pre-contractual phase throughout the entire lifecycle of the business
relationship. This approach enabled us to proactively identify potential risks of business partners violating
sanctions, being involved in money laundering, corruption or other non-compliant conditions.
In 2024, all employees, including the management team, completed an annual compliance e-learning. The e-
learning covered financial crime, competition law and anti-trust, insider trading, confidentiality and privacy,
sanctions and KYC, social and labour conditions, human rights and whistleblowing. In April 2024, we organised a
“Compliance Awareness Week”. The weeklong programme included online dilemma-training, as well as well as
lunch seminars with external experts. In November 2024, we organised a “Cyber Day Awareness Training”. The
programme included two seminars with external experts covering the topic of cyber threats.
Maintaining the High Avance Gas Compliance Standard
Our Compliance Program has a high standard and will be maintained through the wind-up process in 2025. We strive
to keep our level of expertise throughout the organization, and to maintain the clear tone from the top. Accordingly,
we will change our focus to other risk areas in 2025 that are relevant to the ongoing processes:
• We will maintain awareness on the risks in respect of Insider Trading as the company is currently in a
winding-down process.
• Third Party Management: We will strive to cancel contracts with our key Business Partners in a cost- and
time efficient manner. Transparency is key to avoid any risk of corruption, bribery or other types of financial
crime in respect of third parties and key stakeholders in the wind-down process.
• Employees and GDPR: We will focus on compliance with relevant employment legislation and GDPR
requirements in respect of our retained employees. We will ensure deletion of personal data in accordance
with applicable rules and regulations.
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62
DEFINITIONS, DISCLAIMER AND ASSUMPTIONS FOR THE ESG REPORTING
The information provided is based on the best data available at the time of reporting. The ESG disclosures should be
used to understand the overall risk management of sustainability related issues, however, in some areas data are
based on estimates, please see comments below.
a
CO2-emissions – scope 1: Based on IMO emission factors. The “financial control” approach defined by the GHG
Protocol has been applied. Scope 1: all vessels, based on fuel consumption for the year.
b
Particulate matter (PM), NOx, SOx emissions (Metric tonnes): The methodology has been developed with support
from DNV, based on IMO factors.
c
Shipping duration in marine protected areas or areas of protected conservation status: A marine protected area is
not as defined by the International Union for Conservation of Nature (IUCN). However, the reported number does not
necessarily include all Marine protected areas internationally established and regulated in International the Marine
Organisation (IMO) Conventions and areas established nationally by member states. Shipping duration is the sum of
the travel days (24-hour periods).
d
Percentage of fleet implementing ballast water exchange and treatment: Only ships performing ballast water
exchange with an efficiency of at least 95% volumetric exchange of ballast water have been included. When it comes
to treatment, approved systems must discharge (a) less than 10 viable organisms per cubic meter that are greater
than or equal to 50 micrometres in minimum dimension and (b) less than 10 viable organisms per millilitre that are
less than 50 micrometres in minimum dimension and greater than or equal to 10 micrometres in minimum
dimension.
e
Spills and releases to the environment (Number, Cubic meters (m 3)): The total number of oil spills to the
environment (overboard), excluding contained spills.
f
Lost time incident rate (LTIR): A lost time incident is an incident that results in absence from work beyond the date
or shift when it occurred. Lost time incidents are Fatalities, Permanent Total Disabilities, Permanent Partial
Disabilities and Lost Workday Cases.
g
For an event to be reported as a marine casualty, one or several out of the below criteria must be true: (1) the loss of
a person from a ship, (2) the loss, presumed loss, or abandonment of a ship, (3) the stranding or disabling of a ship
that triggered a Lloyds Open Form Salvage or the involvement of a ship in a collision that would seriously endanger
the safety of life or property, or (4) material damage to marine infrastructure external to a ship, that could seriously
endanger the safety of the ship, another ship or an individual.
h
Very Serious Marine Casualties: A marine casualty involving the total loss of the ship, a death, or severe damage to
the environment that is not related to oil spill. Any deaths shall be reported. If the death is decisively concluded not
to have anything to do with a marine (very serious) casualty such as latent and unknown illness shall be addressed
separately for a case-by-case discussion. Severe damage to the environment that is not related to oil spill is covered
by “Very serious marine casualties”.
i
Operating days: Total operating days, i.e., total number of vessel days for active vessels during the reporting year.
Active vessels are referring to vessels which were in possession of the shipowner during the reporting year.
AVANCE GAS – ANNUAL REPORT 2024
63
STATEMENT OF CORPORATE GOVERNANCE
1 INTRODUCTION
This section of the annual report provides an overview on how Avance Gas Holding Ltd ("Avance Gas" or the
"Company") follows the Norwegian Code of Practice for Corporate Governance as of 14 October 2021 (the “Code”).
Avance Gas is an exempted company limited by shares incorporated in Bermuda and is subject to Bermuda law, and
is listed on the Oslo Stock Exchange.
Avance Gas is primarily governed by the Bermuda Companies Act, its memorandum of association and its bye-laws.
Further, Avance Gas is subject to certain aspects of the Norwegian Securities Trading Act, the Norwegian Accounting
Act and the continuing obligations for companies listed on the Oslo Stock Exchange.
Avance Gas continuously strives to protect and enhance shareholder equity through transparency, integrity and
equitable treatment of all shareholders. Sound corporate governance is key to achieving these goals. The corporate
governance principles adopted by the board of directors of Avance Gas (the “Board”) are based on the Code. The
Code is available at www.nues.no. Other than the deviations listed and explained in Section 1.1 below, Avance Gas is
in compliance with the Code.
1.1 Deviations from the Code
The Board has identified the following deviations from the Code:
Deviation from section 2 “Business”: In accordance with common practice for Bermuda incorporated companies,
Avance Gas’ objectives as set out in the memorandum of association are wider and more extensive than
recommended in the Code. The Board has not adopted specific guidelines for how it integrates considerations
related to its shareholders into its value creation, but such considerations form an integrated part of the Company's
decision-making processes.
Deviation from section 3 “Equity and dividends”:
Pursuant to Bermuda law and common practice for Bermuda
incorporated companies, the Board has wide powers to issue any authorised but unissued shares on such terms and
conditions as it may decide, subject to any resolution of Avance Gas’ shareholders to the contrary, and to declare
dividends to be paid to the shareholders and repurchase shares in Avance Gas. The powers of the Board to issue and
purchase shares are neither limited to specific purposes nor to a specified period, and the Board can declare
dividends to shareholders without the prior authorisation or approval by the general meeting as recommended by
the Code.
Deviation from section 5 “Freely negotiable shares”:
The shares in Avance Gas are freely negotiable and Avance Gas’
constitutional documents do not impose any transfer restrictions on the shares other than as set out below. The bye-
laws include a right for the Board to decline to register the transfer of any share in the register of members, or
instruct any registrar appointed by Avance Gas to decline, to register the transfer of any interest in a share held
through the VPS where such transfer, in the opinion of the Board, is likely to result in 50% or more of the shares or
votes being held or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway or
being effectively connected to a Norwegian business activity or Avance Gas otherwise being deemed a “Controlled
Foreign Company” as defined pursuant to Norwegian tax legislation. The purpose of this provision is to avoid the
Company being deemed a “Controlled Foreign Company” in Norway.
Deviation from section 6 “General meetings”: A
s is common for companies incorporated under the laws of Bermuda,
the bye-laws of Avance Gas set forth that, unless otherwise is agreed by a majority of those attending and entitled to
vote at a general meeting, the Chairman of the board shall act as chairman of the meeting if he is present. If the
Chairman of the Board is absent, a chairman of the meeting shall be appointed or elected by those present at the
meeting and entitled to vote.
AVANCE GAS – ANNUAL REPORT 2024
64
Deviation from section 7 “Nomination committee”: The bye-laws provide that Avance Gas may have a nomination
committee, but the shareholders have resolved to not establish a nomination committee.
Deviation from section 8 “Remuneration for the Board”:
The Company has issued share options to a member of the
Board.
Deviation from section 8 “Board; composition and independence”:
The Company's Chief Executive Officer (CEO) is
also a board member of the Company.
2 MAIN OBJECTIVES FOR CORPORATE GOVERNANCE IN AVANCE GAS
The way that Avance Gas is managed is vital to the development of Avance Gas’ value over time. Avance Gas’
corporate governance policy is based on the Code, and Avance Gas aims to have good control and governance
procedures to ensure equal treatment of all shareholders, thereby providing a foundation for trust and positive
development of shareholder values. The Board monitors the governance of Avance Gas and develops and improves
the corporate governance policy as required.
3 CORPORATE GOVERNANCE REPORT
3.1 Implementation and reporting
The Board has adopted a corporate governance policy which is based on the Code. The Board further ensures that
Avance Gas at all times has sound corporate governance.
This corporate governance report is included in Avance Gas’ annual report to the shareholders, and is made
available on Avance Gas’ website in the annual report. Any deviations from the Code are described and explained
under Section 1.1 above.
The Board has defined Avance Gas’ value base and formulated ethical guidelines and guidelines for corporate social
responsibility in accordance with these values.
3.2 Business
Avance Gas and its subsidiaries’ has been engaged in the transportation of Liquified Petroleum Gas (“LPG”),
operating a fleet of modern vessels. On August 15, 2024, Avance Gas announced the sale of its VLGC fleet to BW LPG
Ltd (“BW LPG”). On December 31, 2024, the Company concluded the sale of the VLGC fleet, consisting of twelve
vessels to BW LPG. As of December 31, 2024, the Company owns four dual fuel MGC (Medium-Sized Gas Carrier)
newbuilding contracts, which are held for sale as the Company announced a Heads of Agreement (HoA) with Exmar
LPG BV (“Exmar”) to sell the MGCs with final settlement estimated to be in April/May 2025. Avance Gas’ objectives as
set out in its memorandum of association are wider and more extensive than recommended by the Code.
Avance Gas no longer owns operating assets following the sale of previously owned fleet, and does not plan to make
new investments. Therefore, Avance Gas has initiated a wind-up process to return all capital to its shareholders, in
order to initiate a formal liquidation process and a delisting of its shares from the Oslo Stock Exchange.
The Board is responsible for the Company’s strategic planning, and defines clear objectives, strategies and risk
profile for the business that form the basis for Avance Gas' creation of value for the shareholders in a sustainable
way. The Board is in this respect taking inter alia economic, social and environmental conditions into account. The
Board evaluates Avance Gas’ objectives, strategies and risk profile at least once per year.
Further, long-term sustainability and profitability forms an integral part of Avance Gas' strategies, plans and
everyday work to create value for its shareholders, while also considering the interests of the other stakeholders of
the Company (employees, suppliers, customers, etc.).
Deviation from the Code: See Section 1.1 above.
AVANCE GAS – ANNUAL REPORT 2024
65
3.3 Equity and dividends
The Board and the management of Avance Gas aim at all times to keep Avance Gas’ capital structure at a level that is
suitable in light of Avance Gas’ objectives, strategy and risk profile.
Avance Gas’ objective is to generate competitive returns to its shareholders. The Company’s dividend policy is
balanced between growth opportunities for Avance Gas and cash returns for the shareholders. Whilst it is the
intention to pay regular dividends, the level of any dividend will be guided by current earnings, market prospects,
current and future capital expenditure commitments and investments opportunities.
Pursuant to bye-law 2, the Board has wide powers to issue any authorised but unissued shares on such terms and
conditions as it may decide, subject to any resolution of the shareholders to the contrary, and to declare dividends
to be paid to the shareholders without the prior authorisation or approval by the general meeting. Further, pursuant
to bye-law 3, the Board may exercise the power of Avance Gas to purchase its own shares for cancellation or acquire
them as treasury shares in accordance with Bermuda law on such terms as the Board thinks fit. The powers of the
Board to issue and purchase shares are neither limited to specific purposes nor to a specified period as
recommended by the Code.
Reference is made to Section 3.2 above concerning the anticipated formal liquidation and delisting of the Company.
Deviation from the Code: See Section 1.1 above.
3.4 Equal treatment of shareholders
3.4.1 General information
Avance Gas has only one class of shares. Each share in Avance Gas carries one vote, and all shares carry equal rights,
including the right to participate in general meetings. All shareholders are treated on an equal basis, unless there is
just cause for treating them differently.
3.4.2 Share issues without pre-emption rights for existing shareholders
Pursuant to Bermuda law and common practice for Bermuda incorporated companies, the shareholders of Avance
Gas do not have pre-emption rights in share issues unless specifically resolved by the Board or the shareholders of
Avance Gas. Any decision to issue shares without pre-emption rights for existing shareholders will be justified and
publicly disclosed in a stock exchange announcement in connection with the increase in share capital.
3.4.3 Transactions in own shares
Any transactions Avance Gas carries out in its own shares are carried out either through the Oslo Stock Exchange or
with reference to prevailing stock exchange prices if carried out in another way. If there is limited liquidity in Avance
Gas' shares, Avance Gas will consider other ways to ensure equal treatment of shareholders.
3.5 Shares and negotiability
Avance Gas' constituting documents do not impose any transfer restrictions on Avance Gas' common shares, other
than as described in Section 1.1 above, and Avance Gas’ common shares are freely transferable, provided that the
beneficial interests in the common shares are registered in the VPS.
Deviation from the Code: See Section 1.1 above.
3.6 General meetings
3.6.1 Exercising rights
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66
The Board seeks to ensure that the greatest possible number of shareholders can exercise their voting rights in
Avance Gas’ general meetings and that the general meetings are an effective forum for the views of shareholders and
the Board.
Among other things, the Board ensures that:
• the notice and the supporting documents and information on the resolutions to be considered at the general
meeting are available on Avance Gas’ website no later than 21 days prior to the date of the general meeting;
• the resolutions and supporting documentation, if any, are detailed, comprehensive and specific enough to allow
shareholders to understand and form a view on matters that are to be considered at the general meeting;
• the deadline, if any, for shareholders to give notice of their intention to attend the general meeting is set as closely
as practically possible to the date of the general meeting;
• the shareholders have the opportunity to vote separately on each individual matter, including on each candidate
nominated for election to Avance Gas’ Board and committees, if applicable; and
• the members of the Board will have the opportunity to participate at the General Meeting.
3.6.2 Participation without being present
Shareholders who cannot be present at the general meeting have the opportunity to vote using proxies. Avance Gas:
• provides information about the procedure for attending via proxy;
• nominates a person who will vote on behalf of a shareholder as their proxy; and
• prepares a proxy form such that the shareholder can vote on each item to be addressed and vote for each of the
candidates that are nominated for election.
3.6.3 Summary of provisions in the bye-laws that deviate from the provisions in Chapter 5 of the Norwegian Public
Limited Companies Act
Below is a summary of the provisions in Avance Gas’ bye-laws that deviate from the provisions of Chapter 5 of the
Norwegian Public Limited Companies Act:
• The annual general meeting shall be held each year at such time and place as the Chairman of the Board shall
appoint.
• The Chairman of the Board may convene a special general meeting whenever in his judgment such a meeting is
necessary.
• The Board shall, on the requisition of shareholders holding not less than one-tenth of the paid-up share capital that
carries the right to vote at general meetings, convene a special general meeting.
• At any general meeting two or more persons present in person or by proxy shall form a quorum.
• Subject to the Bermuda Companies Act and the bye-laws, any question proposed for the consideration of
the shareholders at a general meeting shall be decided by the affirmative votes of a majority of the votes cast.
• At the annual general meeting, the financial statements and accounts are laid before the meeting for information,
but under Bermuda law, no approval of the shareholders is required.
• The Board may, subject to the Bermuda Companies Act and the bye-laws declare dividends and other distributions
(in cash or in specie) to its shareholders.
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67
• Subject to the bye-laws, anything that may be done by resolution of the general meeting may be done without a
meeting by written resolution in accordance with the bye-laws.
Deviation from the Code: See Section 1.1 above.
3.7 Nomination committee
Bermuda law do not require that a nomination committee is established, but Avance Gas’ bye-laws provide that
Avance Gas may have a nomination committee, comprising such number of persons as the shareholders in a general
meeting may determine from time to time, and members of the nomination committee are appointed by resolutions
of the shareholders. The shareholders have not resolved to establish a nomination committee.
The functions and duties of the nomination committee are therefore performed by the Board members, including to
(i) identify and evaluate proposed candidates for nomanation to the Board, (ii) recommend remuneration of the
Board members, and (iii) regularly assess its own work in this regard.
Shareholders may still propose changes to the composition of the Board and the remuneration payable to the Board
members. The Board members are elected by the shareholders at the annual general meeting or any special general
meeting called for that purpose, unless there is a casual vacancy, and the shareholders of Avance Gas may authorise
the Board to fill any vacancy in their number left unfilled at a general meeting of the shareholders. If there is a
vacancy of the Board occurring as a result of death, disability, disqualification or resignation of any Board member
or as a result of increase in the size of the Board, the shareholders of Avance Gas or the Board has the power to
appoint a member to fill the vacancy.
The term of office of the current Board members expires at the next Annual General Meeting.
Deviation from the Code: See Section 1.1 above.
3.8 Board; composition and independence
The composition of the Board ensures that the Board can attend to the common interests of all shareholders of
Avance Gas and meets the Company’s need for expertise, capacity and diversity and ensures that it can function
effectively as a collegiate body.
A majority of the shareholder-elected members of the Board are independent of Avance Gas’ executive personnel,
material business connections and major shareholders (i.e. holders of more than 10% of the shares). The members
of the Board, including the Chairman, are elected by the general meeting on an annual basis and their current term
of office expires at the next annual general meeting.
In March 2022, the Company announced resignation of CEO and changes to the Board composition. The CEO
resigned and the Chairman of the Board elected to step-down. To fill the vacancy and in the best interest of the
shareholders, the Board resolved to appoint an Executive Chairman of the Board as well as a new Director with
immediate effect. On 24 April 2023 the Executive Chairman was appointed CEO, and as a result stepped down as
Executive Chairman and continued to participate as a regular board member, this is a deviation from the Code. See
Section 1.1. above.
Except for as stated above, the Board maintain their independency of the Company’s executive personnel, material
business connections and at least two board members are independent of the major shareholder as set out in the
guidelines. For an overview of the composition of the Board and the expertise and independence of such Board
members, please see page 11.
The members of the Board are encouraged to hold shares in Avance Gas.
Attendance by the directors at meetings during 2024 is reflected in the table below:
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Board member Board meetings
Øystein Kalleklev 4/4
François Sunier 3/4
James O'Shaughnessy 2/4
Kathrine Fredriksen 4/4
Will Homan-Russell 4/4
Subsequent events:
In February 2025, as part of the preparations for the winding-up process, the Board has terminated the employment
contracts of the CEO, CCO and CFO. Management will remain available to the Company until the end of the first half
of 2025.
3.9 The work of the Board
3.9.1 General
The Board has prepared guidelines for its own work, as well as for the executive personnel, with particular emphasis
on clear internal allocation of responsibilities and duties. The Board is responsible for the overall management of
Avance Gas and may exercise all of the powers of Avance Gas not reserved to Avance Gas' shareholders by the bye-
laws or Bermuda law.
The Company has put in place guidelines on the handling of agreements with related parties. The Board ensures that
members of the Board and executive personnel make the Company aware of any material interests that they may
have in items to be considered by the Board. Matters of a material character in which the chairman of the Board is, or
has been, personally involved, will be chaired by some other member of the board. In cases of transactions between
the Company and a shareholder, a shareholder's parent company, Director, Officer or Executive Personnel of the
Company or persons closely related to any such parties, or with another company in the same group, which are not
immaterial for either the Company or the close associate involved the Board will obtain a valuation from an
independent third party. Agreements with related parties are given account for in the Annual Report.
3.9.2 Audit committee
The Board has established an audit committee as a preparatory and advisory committee. The current member of the
committee is Mr James O'Shaughnessy (chair and sole member), who is among the independent members of the
Board. Based on Mr James O'Shaughnessy’s former experience as a part of top management, CFO and extensive
service as board member, he is deemed to have sufficient competence and expertise. The members of the audit
committee serve for as long as they remain members of the Board, or until the Board decides otherwise or they wish
to retire.
The duties and composition of the audit committee is regulated in the charter for the audit committee adopted by
the Board. The audit committee reports and makes recommendations to the Board, but the Board retains
responsibility for implementing such recommendations.
3.9.3 Remuneration committee
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Except for Øystein Kalleklev, all the members of the Board are independent of Avance Gas' executive personnel, the
Board has therefore concluded that the best way to ensure a thorough and independent preparation of matters
relating to compensation of the executive personnel is to involve all the members of the Board, except Øystein
Kalleklev, in the preparation of such matters. The establishment of a separate remuneration committee has thus
been considered but not deemed necessary.
3.9.4 Annual evaluation
The Board evaluates its performance and expertise on an annual basis.
3.10 Risk management and internal control
The Board ensures that Avance Gas has sound internal controls in place and systems for risk management. Internal
controls and the systems for risk management encompass Avance Gas’ considerations for how it integrates
considerations related to stakeholders into its creation of value.
The Board conducts annual reviews of Avance Gas’ most important areas of exposure to risk and its internal control
arrangements.
3.11 Remuneration of the Board
The remuneration of the Board is decided by the shareholders at the annual general meeting of Avance Gas. The
level of compensation to the members of the Board reflects the responsibility of the Board, its expertise and the level
of activity in both the Board and any Board committees. The remuneration is not linked to Avance Gas’ performance.
Except for 375,000 options granted to Øystein Kalleklev on August 30, 2022, in his role as CEO, none of the Board
members hold any share options in Avance Gas. The share options had a five-year term from August 30, 2022, with a
three-year vesting period, whereby 25% will vest after one year, 35% will vest after two years, and 40% will vest after
three years. The options had an exercise price of NOK 52.50 adjusted for dividend. This is a deviation from the code,
see Section 1.1. On 18 February 2025 Kalleklev exercised all of the remaining share options, following which
Kalleklev has no further share options in Avance Holding Ltd.
Any assignments taken on by Board members and/or companies with which they are associated in addition to their
appointment as Board members shall be disclosed to the Board and the remuneration for such additional duties
shall be approved by the Board.
No remuneration has been paid to the Board members in addition to normal board and committee fees for the
financial year 2024. Please see note 17 of the consolidated financial statements for an overview of remuneration
paid to the members of the Board for the financial year 2024.
3.12 Remuneration of executive personnel
The Board has established guidelines for remuneration of the executive personnel of Avance Gas. These guidelines
are clear and understandable, and contribute to the Company's business strategy, long term interests and financial
sustainability. They are communicated to the annual general meeting and are also made available on the Company's
website. Performance-related remuneration of the executive personnel in the form of share options, bonus
programmes or the like are linked to value creation for the shareholders or Avance Gas’ earnings performance over
time. Performance-related remuneration is subject to an absolute limit.
3.13 Information and communications
3.13.1 General information
Avance Gas provides timely and precise information to its shareholders and the financial markets in general (through
the Oslo Stock Exchange information system). Such information is given in the form of annual reports, quarterly
reports, press releases, notices to the stock exchange and investor presentations.
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Avance Gas publishes an annual, electronic financial calendar with an overview of the dates of important events,
such as the annual general meeting, publishing of interim reports and open presentations, if applicable.
3.13.2 Information to shareholders
Avance Gas has procedures for communication with shareholders to enable the Board to develop a balanced
understanding of the circumstances and focus of the shareholders. Such communication is undertaken in
compliance with the provisions of applicable laws and regulations.
Information to Avance Gas’ shareholders is posted on Avance Gas’ website at the same time that it is distributed to
the shareholders.
3.14 Take-overs
3.14.1 General
In the event Avance Gas becomes the subject of a take-over, the Board will ensure that Avance Gas’ shareholders are
treated equally, that Avance Gas’ activities are not unnecessarily interrupted, and that the shareholders have
sufficient information and time to assess the offer.
3.14.2 Main principles for action in the event of a take-over bid
In the event of a take-over situation, the Board will abide by the principles of the Code, and ensure that the following
takes place:
• the Board will ensure that the offer is made to all shareholders, and on the same terms;
• the Board will not undertake any actions intended to give shareholders or others an unreasonable advantage at the
expense of other shareholders or Avance Gas;
• the Board will strive to be completely open about the take-over situation;
• the Board will not institute measures that have the intention of protecting the personal interests of its members at
the expense of the interests of the shareholders; and
• the Board must be aware of the particular duty the Board carries for ensuring that the values and interests of the
shareholders are safeguarded.
The Board will not attempt to prevent or impede the take-over offer unless this has been decided by the general
meeting in accordance with applicable laws.
If an offer is made for Avance Gas’ common shares, the Board will issue a statement evaluating the offer and making
a recommendation as to whether or not the shareholders should accept the offer. If the Board finds itself unable to
give a recommendation to the shareholders on whether or not to accept the offer, it will explain the reasons for this.
The Board’s statement on a bid will make it clear whether the views expressed are unanimous, and if this is not the
case, it will explain the reasons why specific members of the Board have excluded themselves from the statement.
The Board will consider whether to arrange a valuation from an independent expert. Any such valuation will be
made public no later than at the time of the public disclosure of the Board’s statement.
3.15 Auditor
Avance Gas’ auditor is appointed by the shareholders at the general meeting, and the shareholders authorise the
Board or the audit committee to fix the auditor’s remuneration.
The auditor participates in the audit committee’s review and discussion of the annual accounts and quarterly
interim accounts, and will annually submit the main features of the plan for the audit of the Company to the Board
or the Audit Committee.
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The auditor normally participates in meetings with the Audit Committee that deal with the annual accounts,
accounting principles, assess any important accounting estimates and matters of importance on which there has
been disagreement between the auditor and the executive management of the Company. The auditor shall at least
once a year present to the Board or the Audit Committee a review of the Company’s internal control procedures,
including identified weaknesses identified by the auditor and proposals for improvement.
The Audit Committee has established routines for the use of the auditor by the executive personnel for services other
than audit.
