Treasure ASA

Annual report

2024

Content

Directors’ report

Page 3

Main development and strategic direction

Financial summary – the group financial accounts Risk Corporate governance, control and compliance Health, safety, working environment Sustainability Directors and officers liability insurance Allocation of profit, dividend and buy-back Prospects and outlook

Page 4

Page 4

Page 4

Page 5

Page 5

Page 5

Page 5

Page 5

Page 5

Accounts and notes – group

Page 6

Income statement

Comprehensive income Balance sheet Cash flow statement Equity Accounting policies Notes

Page 7

Page 7

Page 8

Page 9

Page 10

Page 11

Page 12

Accounts and notes – parent company

Page 18

Income statement

Comprehensive income Balance sheet Cash flow statement Equity Notes Auditor’s report Responsibility statement

Page 19

Page 19

Page 20

Page 21

Page 22

Page 23 Page 28 Page 33

ESG report

Page 34

Human rights report

Page 41

Corporate Governance

Page 45

Remuneration report

Page 50

Corporate structure

Page 54

Treasure Group

Page 55

TREASURE ASA ANNUAL REPORT 2024

PAGE 2

CONTENT

Cont note 2 Investments in associates

Set out below is the summarised financial information, on a 100% basis, for Hyundai Glovis presented in USD million.

USD mill*

Hyundai Glovis

2024

2023

SUMMARISED STATEMENT OF COMPREHENSIVE INCOME

Total income

20 797

19 634

Operating expenses

(19 513)

(18 364)

Net operating profit

1 283

1 270

Financial income/(expenses)

(145)

(166)

Profit before tax

1 138

1 104

Tax income/(expense)

(319)

(293)

Profit/(loss) for the period

819

811

Non-controlling interest

(5)

(2)

Profit/(loss) after non-controlling interests

814

809

Other comprehensive income

112

11

Total comprehensive income (shareholder's equity)

926

820

Treasure group share of dividend from associates

19

19

USD mill*

Hyundai Glovis

31.12.2024

31.12.2023

SUMMARISED BALANCE SHEET

Non current assets

4 738

4 596

Other current assets

4 465

4 806

Cash and cash equivalents

2 221

1 966

Total assets

11 424

11 368

Non current financial liabilities

1 116

1 637

Other non current liabilities

734

273

Current financial liabilities

378

1 316

Other current liabilities

3 223

2 145

Non-controlling interest

11

11

Total liabilities

5 462

5 381

Net assets

5 962

5 987

The information above reflects the 100% amount presented in the financial statements of the associates (Hyundai Glovis’ 2024 Q4 financial report for 2024 and audited Annual report for 2023).

USD mill*

Hyundai Glovis

2024

2023

RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION

Net asset at 01.01

5 987

5 472

Profit for the period

819

811

Convertion KRW to USD and other comprehensive income

(672)

(132)

Dividend

(172)

(164)

Net assets at 31.12

5 962

5 987

Treasure group's share

656

659

Goodwill

16

17

Carrying value at 31.12

672

675

* The financial information in the above tables is presented in USD million rather than USD thousand.

The market capitalization of the group’s share in Hyundai Glovis at 31 December 2024 was USD 663 million (2023: USD 610 million). The share have historically traded at orbelow a market capitalization to book value of equity ratio of 1 without this indicating a significant decline of the asset’s value. Value in use calculations prepared by management of Hyundai Glovis indicates that the recoverable amount is higher than the Hyundai Glovis’ carrying amount for key assets. The higher underlying value of the share is supported by external market analysts. Based on this, the recoverable amount attributable to the shares in Hyundai Glovis is assessed to be higher than the group’s carrying amount.

Treasure ASA Annual Report 2024

PAGE 14

CONTENT │ Accounts and notes – group

Note 3 Tax

FINANCIAL REPORTING PRINCIPLES

Deferred tax is calculated using the liability method on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

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

ORDINARY TAXATION

The ordinary rate of corporation tax in Norway is 22% of net profit for 2024 (analogous for 2023). Norwegian limited liability companies are encompassed by the participation exemption method for share income. Thus, share dividends and gains are tax free for the receiving company. Corresponding losses on shares are not deductible. The participation exemption method does not apply to share income

from companies considered low taxed and that are located outside the European Economic Area (EEA), and on share income from companies owned by less than 10% resident outside the EEA.

For group companies located in the same country and within the same tax regime, taxable profits in one company can be offset against tax losses and tax loss

carry forwards in other group companies. Deferred tax/deferred tax asset has

been calculated on temporary differences to the extent that it is likely that these

can be utilised in each country and for Norwegian entities the group has applied a rate of 22%.

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

USD thousand

2024

2023

Allocation of tax income/(expense) for the year

Withholding tax

(2 897)

(2 996)

Corporate income tax

(99)

(634)

Change in deferred tax

(4)

Total tax income/(expense)

(2 996)

(3 634)

The tax expense for 2024 and 2023 is mainly driven by the withholding tax on received dividend.

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

USD thousand

2024

2023

Profit before tax

90 309

87 977

22% tax

(19 868)

(19 355)

Tax effect from:

Permanent differences

(125)

(119)

Currency translation from USD to NOK for Norwegian tax purpose

76

(820)

Share of profit from associates

19 818

19 657

Withholding tax

(2 897)

(2 996)

Calculated tax income/(expense) for the group

(2 996)

(3 634)

Effective tax rate for the group

3.3%

4.1%

The permanent differences are principally due to 22% tax of 3% on dividends received. The effective tax rate for the group will change, from period to period, depending on the change in exchange rate NOK/USD during the year.

USD thousand

2024

2023

Deferred tax assets to be recovered after more than 12 months

Net deferred tax assets

Opening balance at 01.01

Currency translation differences

11

4

Income statement charge

(11)

(4)

Net deferred tax assets at 31.12

Treasure ASA Annual Report 2024

PAGE 15

CONTENT │ Accounts and notes – group

Note 4 Earnings per share

FINANCIAL REPORTING PRINCIPLES

The calculation of basic and diluted earnings per share is based on the income attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding. Treasury shares are not included in the weighted average number of ordinary shares. Weighted average number of diluted and ordinary shares is the same, as the company does not have any dilutive instruments.

Earnings per share

Earnings per share take into consideration the number of outstanding shares in the period. EPS is based on average weighted oustanding shares of 204 722 663 for 2024 (2023: 204 765 811).

At 31 December 2024 Treasure ASA had nil own shares (31 December 2023: nil own shares).

Note 5 Principal subsidiaries

Business office country

Nature of business

Proportion of ordinary shares directly held by parent (%)

Proportion of ordinary shares held by the group (%)

Den Norske Amerikalinje AS

Lysaker, Norway

Investment

100%

100%

The group’s subsidiary at 31 December 2024 are set out above, and has share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

Note 6 Segment reporting

The group’s chief operating decision makers, being the Board of Directors and the Group Management team, measure the financial and operating performance of the group on a consolidated level. The group’s chief operating decision makers does not review a measure of operating result on a lower level than the consolidated group,

therefore the group have one reportable segment being it’s investment in Hyundai Glovis. Refer to note 2 for additional information regarding the investment in Hyundai Glovis.

Note 7 Financial risk

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

• Foreign exchange rate risk

• Credit risk

• Liquidity risk

Foreign exchange rate risk

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

 

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

Credit risk

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

Liquidity Risk

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

CAPITAL RISK MANAGEMENT

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

Treasure ASA Annual Report 2024

PAGE 16

CONTENT │ Accounts and notes – group

Note 8 Related party transactions

FINANCIAL REPORTING PRINCIPLES

Transactions with related parties include shared services and other services provided by the Wilh. Wilhelmsen Holding ASA group. Shared Services are priced in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.

The ultimate owner of the group Treasure ASA is Tallyman AS, which controls about 60% of voting shares of the group Wilh. Wilhelmsen Holding ASA. Wilh. Wilhelmsen

Holding ASA controls 84.16% of the Treasure group. Tallyman AS is controlled by Thomas Wilhelmsen.

The services provided by related parties are:

• Management team (CEO and CFO)

• Shared services (Accounting, Financial Reporting and Internal Control Services)

• ESG reporting

Material related parties for Treasure group are:

Business office country

Wilh Wilhelmsen Holding ASA (WWH)

Lysaker, Norway

Owns 84.16% of Treasure ASA

Wilhelmsen Global Business Services AS

Lysaker, Norway

Owned 100% by WWH

Wilhelmsen New Energy AS

Lysaker, Norway

Owned 100% by WWH

USD thousand

2024

2023

OPERATING EXPENSES FROM RELATED PARTY

Management, accounting services and group reporting & control

(319)

(266)

Operating expenses from related party

(319)

(266)

Note 9 Events after the balance sheet date

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

Treasure ASA Annual Report 2024

PAGE 17

CONTENT │ Accounts and notes – group

Income statement

Page 19

Comprehensive income

Page 19

Balance sheet

Page 20

Cash flow statement

Page 21

Equity

Page 22

Notes

Page 23

Auditor’s report

Page 28

Responsibility statement

Page 33

Accounts

and notes

– Parent

company

Treasure ASA Annual Report 2024

PAGE 18

CONTENT │ Accounts and notes – parent company

Note 4 Investments in subsidiaries

FINANCIAL REPORTING PRINCIPLES

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

NOK thousand

Business

office country

Nature of business

Voting share/

ownership share

2024

Book value

2023

Book value

Den Norske Amerikalinje AS

Lysaker, Norway

Investment

100%

5 906 857

5 906 857

The company’s subsidiary at 31 December 2024 is set out above.

The share capital consist solely of ordinary shares that are held directly by the company, and the propotion of ownership interest held equals the voting rights held by the company. The country of incorporation or registration is also their principal place of business.

Note 5 Financial risk

CREDIT RISK

Cash and bank deposits

The company’s exposure to credit risk on cash and bank deposits is considered to be very limited as the company maintains banking relationships with a selection of well-known banks.

The company is the owner of the cash pool with the subsidiary Den Norske Amerikalinje AS (NAL) as participant. Bank balances in NAL are presented as intercompany receivable/ payable in the parent financial statements.

LIQUIDITY RISK

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

Treasure ASA Annual Report 2024

PAGE 25

CONTENT │ Accounts and notes – parent company

Note 6 Related party transactions

FINANCIAL REPORTING PRINCIPLES

Related parties are defined as entities outside of the group that are under control directly or indirectly, joint control or significant influence by the owners of Treasure ASA. All transactions with related parties are entered into on marked terms based on arm’s length principles. Transactions with related parties include shared

services and other services provided by the Wilh. Wilhelmsen Holding ASA group. Shared Services are priced in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.

The ultimate owner of Treasure ASA is Tallyman AS, which controls the company through its ownership in Wilh. Wilhelmsen Holding ASA. Tallyman AS controls about 60% of voting shares of Wilh. Wilhelmsen Holding ASA who has an ownership of 84.16% in Treasure ASA. In addition, Tallyman AS directly owns 0.54% of Treasure ASA.

Tallyman AS is controlled by Thomas Wilhelmsen.

The company has undertaken several transactions with related parties within the Wilh. Wilhelmsen Holding group. All transactions are entered into in the ordinary course of

business of the company and the agreements pertaining to the transactions are all entered into on market terms.

Shared Services delived to Treasure ASA relate to management, tax, communication, treasury, legal services, accounting and rent of office facilities. Generally, Shared Services are priced using a cost plus 8% margin calculation, in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.

NOK thousand

Note

2024

2023

OPERATING EXPENSES TO RELATED PARTIES

Wilservice AS

(122)

Wilh. Wilhelmsen Holding ASA

(1 562)

(1 422)

Wilhelmsen New Energy AS

(969)

(853)

Wilhelmsen Global Business Services AS

(386)

(280)

Operating expenses to related parties

1

(3 038)

(2 555)

DIVIDEND AND GROUP CONTRIBUTION FROM SUBSIDIARIES

Den Norske Amerikalinje AS

169 685

292 377

Dividend and group contribution from subsidiary

169 685

292 377

INTEREST EXPENSES TO RELATED PARTIES

Den Norske Amerikalinje AS

(2 690)

(6 910)

Interest expenses to related parties

(2 690)

(6 910)

ACCOUNT PAYABLES TO RELATED PARTY

Wilservice AS

1

Wilhelmsen New Energy AS

259

10

Wilhelmsen Global Business Services AS

40

Account payables to related parties

300

10

CASH POOL NET RECEIVABLES/(PAYABLES)

Den Norske Amerikalinje AS

2 783

3 735

Cash pool net receivables/(payables)

2 783

3 735

Detailed allocation of the management fee is provided in the remuneration report.

Treasure ASA Annual Report 2024

PAGE 26

CONTENT │ Accounts and notes – parent company

Note 7 Equity

Shareholders

Total number of shares

% of total shares

The largest shareholders at 31 December 2024

Wilh. Wilhelmsen Holding ASA

172 299 580

84.16%

J.P. Morgan SE

Nominee

17 992 098

8.79%

Folketrygdfondet

7 628 031

3.73%

Tallyman AS

1 109 095

0.54%

J.P. Morgan SE

Nominee

463 605

0.23%

J.P. Morgan SE

Nominee

461 202

0.23%

Stiftelsen Tom Wilhelmsen

400 000

0.20%

UBS AG

Nominee

356 701

0.17%

Melum Mølle AS

220 000

0.11%

Kvaal Invest AS

204 494

0.10%

BNP Paribas

Nominee

162 445

0.08%

Axel Norgren Onsager

138 858

0.07%

Nordea Bank Abp

Nominee

124 462

0.06%

Bank Pictet & Cie (Europe) AG

Nominee

111 000

0.05%

Olav Kristian Falnes

110 024

0.05%

Molteblomen Investering AS

102 001

0.05%

Arvo Invest AS

100 000

0.05%

Solkilen AS

100 000

0.05%

Momo Invest AS

100 000

0.05%

Stempel Invest AS

90 000

0.04%

Others

2 449 067

1.20%

Total number of shares

204 722 663

100.00%

Shares on foreigners hands

At 31. December 2024, 20 066 670 (9.80%) shares were owned by foreign owners.

Corresponding figures at 31. December 2023 was 2 543 100 (1.24%) shares.

Note 8 Events after the balance sheet date

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

Treasure ASA Annual Report 2024

PAGE 27

CONTENT │ Accounts and notes – parent company

Auditor’s Report

Treasure ASA Annual Report 2024

PAGE 28

CONTENT │ Accounts and notes – parent company

Auditor’s Report

Treasure ASA Annual Report 2024

PAGE 30

CONTENT │ Accounts and notes – parent company

Auditor’s Report

Treasure ASA Annual Report 2024

PAGE 31

CONTENT │ Accounts and notes – parent company

Auditor’s Report

Treasure ASA Annual Report 2024

PAGE 32

CONTENT │ Accounts and notes – parent company

Responsibility statement

We confirm, to the best of our knowledge, that the financial statements for the period from 1 January to 31 December 2024 have been prepared in accordance with current applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit for the entity and the group taken as a whole.

We also confirm that the Board of Directors’ Report includes a true and fair review of the development and performance of the business and the position of the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group.

Lysaker, 10 February 2025

The board of directors of Treasure ASA

Electronically signed:

Thomas Wilhelmsen (chair)

Marianne Hagen

Marianne Lie

Christian Berg

Magnus Sande (CEO)

Treasure ASA Annual Report 2024

PAGE 33

CONTENT │ Accounts and notes – parent company

As the Hyundai Glovis sustainability report1is made public after the Treasure report, there is a one-year lag in any data related to Hyundai Glovis activities (for example, in the company’s scope 3 greenhouse gas emissions reporting).

The sustainability statement is approved by the Board of Directors.

Sustainability due diligence

Treasure’s ambition is to implement a systematic approach to ESG in entities where it has equity investments with the aim to create long-term value for shareholders in a sustainable manner.

Conducting ongoing due diligence on environmental and social topics is integral to the company’s work as a responsible investor. Treasure seeks to identify and assess potential and actual adverse impacts that Hyundai Glovis may cause, contribute to, or be directly linked to. As a minority investor, Treasure cannot direct Hyundai Glovis to act but can seek to use its leverage to encourage them to take steps to prevent and mitigate these impacts. This is done formally through the company’s board, but also informally through business meetings with Hyundai Glovis.

The sustainability statement section, corresponding to each material sustainability topic, provides an overview of risk assessments and due diligence processes in relation to each sustainability topic, as well as Treasure’s assessment of identified adverse impacts, actions to address identified impacts, and the results of these efforts.

Seeking to prevent and mitigate adverse impact

Active ownership is Treasure’s primary tool for seeking to prevent and mitigate potential and actual adverse impacts. The company sets clear objectives for dialogue with Hyundai Glovis, such as improved policies and management systems, remediation and increased transparency.

Risk management and internal controls over

sustainability reporting

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

The board of Treasure has an annual strategy session, including a review of the ownership strategy for its main investment and an evaluation of the overall risk profile. This is supplemented with selected topic “deep dives” including ESG. The strategy and risk profile are defined with the aim to create long-term value for shareholders in a sustainable manner.

The board believes that the company’s internal control and risk management are sound and appropriate given the extent and nature of the company’s activities. It is based on the majority shareholder’s governing elements including the Owners Statement, Code of conduct, business standards, whistleblowing system and all relevant policies and procedures. The board reviews Treasure’s risk matrix regularly and internal control arrangements at least once a year.

Double materiality assessment

Treasure assesses material sustainability related impacts, risks and opportunities according to the European Sustainability Reporting Standards (ESRS) concept and requirements of double materiality. The ESRS framework aims to provide a transparent, accurate, and comparable view of a company’s environmental, social, and governance (ESG) impacts, risks, and opportunities. The double materiality requirement obligates companies to report on the impacts of their activities on people and the environment (inside-out perspective) and how social and environmental issues create financial risks and opportunities for the company (outside-in perspective). The assessment is based on the Hyundai Glovis 2024 Sustainability Report and interviews with shareholders and stakeholders of Treasure regarding their expectations.

Treasure conducted a double materiality assessment todetermine the company’s material impacts, risk and opportunities. According to double materiality, a sustainability matter is deemed material if it fulfils one or both of the following perspectives:

• Impact materiality – The company’s impact on people and/or the environment.

• Financial materiality – Sustainability matters that trigger effects on the company’s cash flows, development, performance, position, cost of capital or access to finance.

Impact materiality assessment

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

All impacts were plotted on a 5x5 Severity vs. Likelihood grid, with a threshold line ensuring high-severity impacts (scores > 4)were prioritised, even if their likelihood was low. Less severe but more probable impacts were also addressed. If any impacts exceeded this threshold, the associated sustainability matter was deemed material.

Financial materiality assessment

Treasure conduct assessments to analyse specific risks and opportunities in its ownership and whether the financial effects are negative or positive. Using a five-point scale, risks and opportunities are scored based on the likelihood and magnitude of financial effects. These are plotted on a 5x5 Size of Financial Effect vs. Likelihood grid, with a materiality threshold applied to prioritise high-severity financial effects, regardless of likelihood, and less severe but highly probable risks and opportunities. Risks and opportunities above this threshold are deemed material, escalated for attention, and integrated into Treasure’s strategic plans.

Treasure ASA Annual Report 2024

PAGE 36

CONTENT │ ESG report

The basis of the company’s work and this report is formed by four material issues, described below.

The double materiality assessment will be reviewed annually in response to any significant changes in Treasure’s operating environment.

Material topic

Description

Why it is material

Impact

materiality

Finance

materiality

ESRS topic

ESRS sub-topic and sub-sub-topic covered

Environmental

Climate

change and

decarbonisation

Addressing

climate risks and opportunities towards a net zero emissions future

Greenhouse gas (GHG) emissions reductions, decarbonisation of maritime and logistics sectors, and the energy transition are required

to address climate

change, stakeholder

expectations, policies, and requirements

YES

NO

E1:

Climate change

• Climate change

mitigation

Social

Human rights

and working

conditions

Conducting

business with respect for

human rights

with sound,

safe working

conditions

free from

discrimination

Standards and practices in the value chain for sound, safe working conditions with a diverse and engaged workforce are the foundation for fundamental human rights and dignity

YES

NO

S2:

Workers in the value chain

• Working conditions: Working time,

adequate wages, freedom of association, health and safety

• Equal treatment and opportunities for all: Gender equality and equal pay for work of equal value, measures against violence and harassment in the

workplace, diversity

• Other work-related rights: Child labour, forced labour

Governance

Active ownership

Engaging and actively exercising investor influence on ESG issues

ESG matters in the company’s sourcing, investing and

management of investments set clear expectations for

portfolio companies and better management of ESG risk and exposure

YES

NO

Entity specific

Material topics

identified in the

company assessment.

Compliance, ethics, and

anti-corruption

Conducting

business in a compliant and ethical way, free from corruption

Compliant and ethical operations and the

elimination of

corruption in the value chain supports fair trade and a level playing field

YES

NO

G1:

Business conduct

• Corporate culture

• Protection of whistle-blowers

• Political engagement

• Corruption and bribery; Prevention and

detection including training, incidents

Treasure ASA Annual Report 2024

PAGE 37

CONTENT │ ESG report

Climate change

Our approach

The company does not have any assets or employees. The CEO, CFO, and board use leased office space in Lysaker, Norway which is certified according to the Eco Lighthouse certification scheme.

The operations of Hyundai Glovis in the maritime and logistics segment contribute to significant environmental aspects and impacts, including greenhouse gas (GHG) emissions, pollution to air, land and water, as well as effects on biodiversity.

The management and board of Treasure have an annual strategic review where they evaluate how Hyundai Glovis handle environmental risks and opportunities. In the 2024 annual strategic review, it was determined that this work is handled in a satisfactory way. The board of Treasure is pleased to see that Hyundai Glovis strives to deliver on their ambition to achieve net zero status by 20452.

In 2025, Treasure management and the board will continue to have an annual strategic review on how Hyundai Glovis handles environmental aspects and impacts.

Addressing climate related risks and opportunities

Treasure’s investment in Hyundai Glovis is exposed to climate risk over the short, medium and long term. Hyundai Glovis

reviews and inspects the necessary elements for climate change scenario analysis and identifies risks and opportunities that may be caused by climate change, through an external specialized organization (Korea Adaptation Center for Climate Change of the Korea Environment Institute). Through this process, Hyundai Glovis identifies potential and/or possible risk factors and opportunity factors3.

Treasure management reviews risk and opportunities at least bi-annually under different scenarios including pathways for the decarbonisation of the maritime and logistics sectors and the global energy transition. The board reviews risk and opportunities annually.

The company uses a risk matrix method to determine the probability and consequence of risks and opportunities, including those related to climate, and categorises risks as strategic and/or financial.

The climate risk assessment incorporates available information from Hyundai Glovis, including its Task Force on Climate-related Financial Disclosures (TCFD) assessment from 2023, reports and interactions with relevant personnel.

Climate risks and opportunities

Below is a summary from the Hyundai Glovis 2024 Sustainability Report on physical and transitional risks and opportunities.

Risk and Opportunity factor analysis

Category

Defining risk factors

Financial impact

Response strategy

Physical risk

Acute

Increase in abnormal weather phenomena (typhoons, floods heavy snow, etc.)

Asset loss and shortened

useful life

Adapting risk assessment and

monitoring according to changes

in physical environment

Transition risk

Regulation

Strengthening greenhouse gas emissions regulations

Increased operating costs and emission permit purchase costs

Reviewing risks and establishing response strategies

Reinforced international

shipping- related conventions

and regulations

Decreased sales due to

possible vessel operation ban in case of failure to respond to regulations

Reviewing risks and establishing response strategies

Technology

Implementation of greenhouse gas regulations by International Maritime Organisation (IMO): EEXI (technical measures)

Increased equipment installation costs to respond to regulations

Monitoring related trends and managing data

Market

Environmental risks caused by customers and partners in the value chain

Increasing need to respond to requests for sensitive information

Responding to requirements

related to customer ESG

Reputation

Increasing demand from

stakeholders to respond to

climate change

Investor’s reduced investment

in companies with a low

environmental rating

Responding to information disclosure requirements related

to climate change

Transition

opportunity

Market

Port incentives for eco-certified vessels

Utilising incentives for eco-friendly vessels and reducing operating costs

Monitoring the trends of vessel

and port incentives

Treasure ASA Annual Report 2024

PAGE 38

CONTENT │ ESG report

Metrics and targets

Treasure has one main equity investment and no physical assets. The CFO, CEO, and Board use leased office space in Lysaker, Norway that is certified according to the Eco Lighthouse scheme. The scope 1 and 2 emissions related to their work activities are not considered material to this report.

In 2024, the scope 3 emissions related to the CFO and CEO business travels were 3,6 tCO2e (based on reporting from travel agent using airline emissions factors).

The company’s scope 3 emissions from its equity investment in Hyundai Glovis are represented below for the period from 2019 to 2023. This is based on the proportion of the Treasure’s equity investment in Hyundai Glovis and calculated based on the GHG Protocol’s investment-specific method. Hyundai Glovis assure and publish their emissions report after Treasure’s annual report is produced. The emissions data for 2024 will therefore be reported in the company’s 2025 ESG report.

2019: 488 430 tCO2e (held 12.04% shares)

2020: 344 652 tCO2e (held 11.00% shares)

2021: 425 228 tCO2e (held 11.00% shares)

2022: 432 881 tCO2e (held 11.00% shares)

2023: 385 001,54 tCO2e (held 11.00% shares)

2024: *data not available at time of reporting (held 11.00% shares)

The company monitors and actively engages in discussions related to climate risk and Hyundai Glovis’ emissions reductions achievements, specifically:

1. Progress on GHG emissions reductions against stated targets.

2. Progress on green growth investments/activities contributing to energy transition.

To actively respond to the climate crisis, Hyundai Glovis has established a long-term goal of “Achieving Net Zero by 2045”. To achieve Net Zero by 2045 Hyundai Glovis has prepared specific implementation plans, including for the introduction of new ships, trucks and the transition to renewable energy.

Human Rights

Our approach

The primary focus of Treasure is to manage the shareholding in Hyundai Glovis. The company does not have any employees, does not offer goods or services, and does not have any material suppliers.

Treasure is committed to safeguarding human rights. The company follows relevant international standards, including the UN Global Compact, the OECD Guidelines for Multinational Enterprises and UN Guiding Principles on Business and Human Rights.

Hyundai Glovis endorses the Universal Declaration of Human Rights of the United Nations, the human rights standards specified in the Guidelines on the Businesses and Human Rights and complies with labour-related laws and regulations in each country and region4.

Human rights management

Hyundai Glovis’ management of human rights, health and safety, diversity, and employment conditions are evaluated in annual strategic reviews conducted by the management and board. An annual due diligence assessment is conducted in August or September based on Hyundai Glovis’ publicly

disclosed reports and interactions with company management. Limited information can make it challenging to determine adverse impacts and Hyundai Glovis’ connection to them.

The due diligence process is based on Wilhelmsen Holding`s human rights framework, which adheres to the United Nations Global Compact, the United Nations Guiding Principles on Business and Human Rights, and the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct.

Salient human rights risks

The operations of Hyundai Glovis and its value chain are exposed to human rights risks and potential for violations. Risks related to the working environment, working conditions, dry docking yards, seafarers and some geographical areas are recognised as having a higher risk of adverse impacts on human rights and decent working conditions. Bullying and harassment can be concerns for seafarers who may have limited ways to avoid such situations while spending extended periods of time offshore.

Treasure assessed country and organisational context,

as well as the operations and value chains of Hyundai Glovis

to identify human rights risks and potential for violations.

The assessment found that the human rights potentially impacted are:

• Right to life.

• Right not to be subjected to slavery, servitude or forced labour.

• Right to equality before the law, equal protection of the law, non-discrimination.

• Right to protection for the child.

• Right to freedom of association.

• Right to enjoy just and favourable conditions of work.

• Right to health.

Hyundai Glovis presents their commitment and management approach to human rights in their documentation. However, gaining an understanding of the actual implementation across their organisation and value chain, as well as the results of their efforts, remains challenging.

The scope of Hyundai Glovis’ sustainability report is limited to domestic head office and business sites in Korea, lacking visibility into international sites, employees abroad and seafarers.

In 2024, Treasure management continued to encourage

further transparency in Hyundai Glovis’ reporting and alignment of the annual sustainability report with the scope and scale of operations.

In compliance with the Norwegian Transparency Act, an account of Treasure’s human rights due diligence pursuant to Section 5 of the Transparency Act is available in chapter three, Reporting on human rights due diligence.

Governance

Active ownership

Active ownership is Treasure’s primary tool for seeking to prevent and mitigate potential and actual adverse impact. The company includes ESG issues in its investment analysis, business decisions, ownership practises, and financial reporting. Treasure’s policy is to ensure that a systematic approach to ESG is implemented in companies where it has equity investments. The company set clear objectives for dialogue with Hyundai Glovis and clearly expressed its ESG

Treasure ASA Annual Report 2024

PAGE 39

CONTENT │ ESG report

expectations as an active shareholder. Treasure management engage with Hyundai Glovis’ management, subject-matter experts and operational staff.

Treasure aims to mitigate environmental impact and climate risks within its own operations, investments, and value chain. Additionally, the company aims to champion human rights and uphold robust working standards while actively working towards eliminating corruption. Treasure continues to express expectations and support for Hyundai Glovis’ green growth

and active role in the decarbonisation of the maritime and logistics sector.

On an annual basis, the management and the board assess investment risks and opportunities under different scenarios. This evaluation is supported by information and interactions with relevant employees at Hyundai Glovis. The management of Treasure held two physical meetings with the investor relations team in Hyundai Glovis in 2024, where ownership expectations were addressed.

In 2025, Treasure management will continue to have physical meetings with the investor relations team in Hyundai Glovis to address ownership requirements and encourage disclosure of Hyundai Glovis’ human rights impact assessment.

Compliance, ethics and anti-corruption

In 2024, the CEO, CFO, and all the board members completed mandatory training on ethics and anti-corruption including competition law. During the year, there were no reports of any material issues or alleged violations concerning compliance, ethics or corruption directed to the company. A secure whistleblowing channel to report violations of laws, human rights, our business conduct, or internal policies is available

on the company’s website.

The operations of Hyundai Glovis and its value chain are exposed to compliance, ethics, corruption risks and potential for violations. Hyundai Glovis has implemented an Ethics Charter & Code of Conduct5and established a corporate governance and ethical management system which includes

a compliance program, anti-bribery management, training,

and the whistleblowing channel6.

Hyundai Glovis’ management of corporate governance, corruption risk, and compliance are evaluated in annual strategic reviews, conducted by the management and board.

In the 2024 review, it was determined that this work is managed in a satisfactory way.

In 2025, Treasure management and the board will continue with an annual review to evaluate Hyundai Glovis’ management of corporate governance, corruption risk,

and compliance.

Treasure ASA Annual Report 2024

PAGE 40

CONTENT │ ESG report

Reporting on human rights

due diligence

Treasure ASA Annual Report 2024

PAGE 41

CONTENT │ Human rights report

Guidelines and routines for handling human rights due diligence in Treasure is based on Wilhelmsen Holding’s human rights framework, which is guided by the United Nations Global Compact, United Nations Guiding Principles on Business and Human Rights2and the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct3. The human rights due diligence process maps groups that could be affected by relevant business activities and relationships as well as the relevant human rights issues to prioritise and action. The assessment includes:

• Human rights scope.

• Scenario identification.

• Impact assessment.

• Likelihood assessment.

• Prioritisation.

• Output (heat map).

• Mitigation measures.

Treasure’s management and board conduct annual strategic reviews, including an evaluation of Hyundai Glovis’ management of human rights, health and safety, diversity, working and employment conditions

Stakeholder engagement

To be able to engage with stakeholders and accept information requests regarding how Treasure addresses actual and potential adverse impacts on human rights, the company has an established information request channel - humanrights@wilhelmsen.com. No requests for information were received in 2024.

Grievance mechanisms and remediation

Treasure has a whistleblowing channel that may be used by employees and external parties, including clients, suppliers, business partners and other representatives of Wilhelmsen to raise concerns for non-compliance. This includes situations where Treasure has contributed to direct or indirect, actual or potential adverse effects on human rights and decent working conditions. The channel is accessible on our website in English, guarantees confidentiality and offers proper protection for stakeholders. In 2024, there were no whistles related to human rights reported through the whistleblowing channel.

Risk of negative consequences for human and labour rights

The risk of negative consequences for human and labour rights is based on information found in Hyundai Glovis’ sustainability report4. As the Hyundai Glovis sustainability report4is published after the Treasure report, there is a one-year lag in any information and data related to Hyundai Glovis’ activities.

Hyundai Glovis is a global organisation with employees and suppliers in many operational and geographical areas. Dry docking yards, seafarers and some geographical areas are recognised as posing a higher risk for potential adverse impacts on human rights and decent working conditions.

Hyundai Glovis’ commitment to proactively support human rights and prevent human rights violations is stated in their Human Rights Charter5. The Human Rights Charter is guided by international standards and guidelines related to human rights and labour, such as the Universal Declaration of Human

Rights, UN Guiding Principles of Business and Human Rights, International Labor Organization Constitution, and OECD

Due Diligence Guidance for Responsible Business Conduct3.Hyundai Glovis practices human rights due diligence to identify and prevent potential risks and actively respond to issues. Human rights due diligence is practiced in the following order: human rights impact assessment, impact identification, improvement goals established, complaint handling, result monitoring, and disclosure to stakeholders.

Treasure has an annual human rights risk assessment process where the company assess potential adverse human rights risks related to its investment in Hyundai Glovis. The assessment is based on publicly disclosed reports and interactions with Hyundai Glovis management. In the human rights due diligence process, Treasure mapped groups that could be affected by Hyundai Glovis’ business activities and relationships as well as the relevant human rights issues that Treasure actively addresses with Hyundai Glovis.

Based on an assessment of the country and the organisational context, Hyundai Glovis operations and their value chain are exposed to human rights risks and the potential for violations. The human rights potentially impacted are:

• Right to life.

• Right not to be subjected to slavery, servitude or forced labour.

• Right to equality before the law, equal protection of the law, non-discrimination.

• Right to protection for the child.

• Right to freedom of association.

• Right to enjoy just and favourable conditions of work.

• Right to health.

By December 2023, Hyundai Glovis had 2,008 employees in Korea and 9,185 overseas. Information related to seafarers and employees in operations outside of Korea is limited in the Hyundai Glovis sustainability report. Hyundai Glovis state that they strive to create a corporate culture that respects human and labour rights, and diversity. Employees are not to be discriminated on the grounds of their gender, nationality, ethnicity, religion or status of disability.

Health and safety incidents and bullying and harassment can be concerns for seafarers who may have limited ways to avoid such situations while spending extended periods of time on vessels. In relation to this, there is limited information about seafarers in the Hyundai Glovis’ publicly disclosed reports.

Shipbuilding and ship recycling are two labour intensive activities over significant periods of time that have potential impacts on human rights, and which therefore warrant specific attention. Poor health and safety standards at shipyards and ship recycling sites pose significant risks of workplace accidents and injuries. Temporary and migrant workers are particularly at risk of abuse due to elevated recruitment fees paid to manning agencies, increasing the risk of debt bondage and forced labour.

Hyundai Glovis operates a grievance handling channel to receive reports from stakeholders who have suffered human rights violations or who are aware of human rights risks. In 2023, there were 28 cases submitted through the grievance channel. No further information about these cases is given in Hyundai Glovis 2024 sustainability report7.

Hyundai Glovis has a violation reporting channel where employees can report violations related to ethics and compliance, such as discrimination and harassment,

Treasure ASA Annual Report 2024

PAGE 43

CONTENT │ Human rights report

corruption and bribery, money laundering, and unfair internal transactions. In 2023, there were 62 cases reported through the violation reporting channel. Three cases were categorised as discrimination and harassment, two as corruption and bribery and 56 were categorised as others8.

Hyundai Glovis conducts annual supplier ESG evaluation to monitor and manage supply chain related ESG risks. The supplier ESG evaluation is based on desktop and on-siteassessments. Evaluation indices have been established according to domestic and international laws, as well as global initiatives such as the Responsible Business Alliance. Suppliers found to be high-risk in safety and human rights areas are required to develop improvement plans and a third-party

on-site due diligence is conducted to carry out systematic supply chain management.

In 2023, Hyundai Glovis evaluated 376 suppliers via desktop assessments and 289 suppliers were assessed via on-site assessments.

Hyundai Glovis has a Supplier Code of Conduct which describes the standard of business ethics applicable for all suppliers in their business relationship with Hyundai Glovis. All new suppliers are required to sign, confirming their compliance with Hyundai Glovis’ supplier code of conduct.

Measures to cease actual adverse impact or mitigate significant risk of adverse impact

Management continues to face challenges in understanding the actual implementation of human rights across the Hyundai Glovis organisation and value chain as well as the results of their efforts. This difficulty arises from the limited scope of Hyundai Glovis’ sustainability report as it continues to be limited to domestic Korean operations, lacking visibility of international sites, employees abroad and seafarers and without disclosure of the human rights impact assessment.

Active ownership is Treasure’s primary tool for seeking to prevent and mitigate potential and actual adverse impact. Management in Treasure have regular meetings with the Investor relations team in Hyundai Glovis where ownership expectations are discussed. In 2024, Treasure management continued to encourage further transparency of Hyundai Glovis’ human rights reporting and impact assessment and strive for alignment of the annual sustainability report with the scope and scale of operations.

Lysaker, February 2025

The Board of directors of Treasure ASA

Electronically signed:

Thomas Wilhelmsen (chair)

Marianne Hagen

Marianne Lie

Christian Berg

Magnus Sande (CEO)

Treasure ASA Annual Report 2024

PAGE 44

CONTENT │ Human rights report

Corporate Governance

Treasure ASA Annual Report 2024

PAGE 45

CONTENT │ Corporate Governance

1. IMPLEMENTATION AND REPORTING ON

CORPORATE GOVERNANCE

Treasure ASA is a public limited company organised under Norwegian law. Listed on the Oslo Stock Exchange, the

company is subject to Norwegian securities legislation and stock exchange regulations.

This corporate governance report follows the requirements of the Norwegian Accounting Act (§3-3b) and the recommendations in the Norwegian Code of Practice for Corporate Governance issued on 14 October 2021 (“Code of Practice”). The structure

of this report follows the structure of the Code of Practice.

The corporate governance report is available on

www.treasureasa.com.

Treasure ASA’s corporate governance and this report builds on “comply or explain” principles. Where Treasure ASA does not fully comply with the Code of Practice, the deviations and the selected company solutions are explained.

Deviations from the Code of Practice: None

2. THE BUSINESS

Business activities

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

The company’s fundamental objective is to generate strong total shareholder returns from investments within the

maritime and logistics industries, by growing the market

value of its shares, through dividends or other distributions

to shareholders.

Strategy and risk

The board has a strategy session on an annual basis, including a review of the ownership strategy for its main investments and evaluation of the overall risk profile. This is supplemented by selective topic related “deep dives”, including ESG. The strategy and risk profile are defined with the aim to create long-term value for shareholders in a sustainable manner.

A summary of the strategic direction and a risk review is

included in the directors’ report for 2024. The company’s

material ESG matters are described further in the 2024 ESG report which is available on www.treasureasa.com.

Deviations from the Code of Practice: None

3. EQUITY AND DIVIDENDS

Capital structure

The parent company has a strong balance sheet considering its objectives, strategy and risk profile. The company has no interest-bearing debt.

Dividends and share buy-backs

The company has historically distributed excess liquidity to the shareholders as a combination of cash dividends and share buy-backs.

Share capital increase and share buy-backs

The 2024 annual general meeting authorized the board to

buy-back of own shares of up to 10% of current share capital.

This authorization is valid until the 2025 annual general

meeting, but no longer than to 30 June 2025.

Deviations from the Code of Practice: None

4. EQUAL TREATMENT OF SHAREHOLDERS AND

TRANSACTIONS WITH CLOSE ASSOCIATES

Transactions in own shares

Any transactions Treasure ASA carries out in its own shares

are performed to secure equal treatment of all shareholders. Share buyback transactions are executed by means of a reverse book- building, providing investors with transparent disclosures and a prolonged timeframe to cater for the prevailing low

trading volume in the shares.

Deviations from the Code of Practice: None

5. SHARES AND NEGOTIABILITY

The shares with the ticker “TRE” are listed on the Oslo Stock Exchange and are freely negotiable. There are no restrictions on negotiability in the company’s Articles of Association.

Deviations from the Code of Practice: None

6. GENERAL MEETINGS

Matters to be dealt with and decided by the annual general meetings and procedures related to general meetings are

outlined in Treasure ASA’s Articles of Association.

The general meeting is normally held in March each year,

unless extraordinary general meetings are required.

Proposed resolutions and relevant supporting documents, including the annual report, are published on treasureasa.com no later than 21 days prior to the general meeting.

From 2023, the annual general meetings are held as fully

digital meetings, allowing shareholders to both attend and

vote through electronic communication.

Shareholders may also nominate a proxy or vote in advance. The attendance form, proxy nomination, or advance vote

must be received by the company’s registrar no later than two

working days before the meeting takes place. Shareholders

may vote on each individual matter, including individual

candidates nominated for election.

The board chair, auditor and company management are present at the general meetings, which is organised in a way that

facilitates dialogue between shareholders and representatives from the company. The chair of the nomination committee is present if deemed necessary.

Deviations from the Code of Practice: There is no requirement for the full board and chair of the nomination committee to attend the general meeting.

7. NOMINATION COMMITTEE

The general meeting appoints the nomination committee

and has approved guidelines for the committee’s work. The committee nominates candidates to the board and proposes board members’ remuneration.

Nomination committee member

Elected Period

Elected to

Jan Gunnar Hartvig (Chair)

AGM 2024, 2 years

AGM 2026

Gunnar Frederik Selvaag

AGM 2024, 2 years

AGM 2026

Silvija Seres

AGM 2024, 2 years

AGM 2026

Treasure ASA Annual Report 2024

PAGE 47

CONTENT │ Corporate Governance

As part of its nomination process, the committee will have

contact with major shareholders, the board, and the company management to ensure the process takes the board’s and

company’s needs into consideration. The nomination

committee provides its recommendations to the annual

general meeting.

The nomination committee are all independent of the

company’s board and management.

Deviations from the Code of Practice: None

8. BOARD OF DIRECTORS: COMPOSITION

AND INDEPENDENCE

The composition of the board is made to ensure it meets the company’s need for expertise, capacity, and diversity. Focus

is also on ensuring that the board can function effectively as

a collegiate body. Information on the background and

experience of the individual board members are available on the company’s website.

The board comprises four directors. The Chair is elected by the annual general meeting.

During 2024, the board consisted of the following members:

Board member

Elected Period

Elected to

Thomas Wilhelmsen (Chair)

AGM 2023, 2 years

AGM 2025

Marianne Hagen

AGM 2023, 2 years

AGM 2025

Christian Berg

AGM 2024, 2 years

AGM 2026

Marianne Lie

AGM 2024, 2 years

AGM 2026

Marianne Hagen and Marianne Lie are independent of the majority owner and the executive management. The CEO is present at board meetings and during 2024, the board held

five meetings.

At the 2023 annual general meeting, the nomination committee recommend that board members use 20 per cent of their net annual board remuneration after tax to buy shares in Treasure ASA up until the accumulated shareholding of the board memberin Treasure ASA is equal to, or exceeds, the gross annual

remuneration received by the board member from the company. This supports the recommendation of the Norwegian Code of Practice for Corporate Governance that members of the board of directors should be encouraged to own shares in the company.

Deviations from the Code of Practice: None

9. THE WORK OF THE BOARD OF DIRECTORS

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

related parties will be conducted on arm’s length terms. Material transactions will be supported by independent valuation and be publicly disclosed.

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

According to the Articles of Association, the board serves as the company’s audit committee. As the board consists of four members, this is regarded as the most effective solution.

The management team consists of the CEO and CFO.

The duties, responsibilities and authority of the CEO follows instructions made by the board and the Norwegian Public

Companies Act. Management is based on the majority share-holder’s group policy and governance principles.

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

10. RISK MANAGEMENT AND INTERNAL CONTROL

The board believes that the company’s internal control and

risk management are sound and appropriate given the extent and nature of the company’s activities. It is based on the

majority shareholder’s governing elements including code

of conduct, business standards, whistleblowing system and relevant policies and procedures.

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

Treasure ASA reports to the financial market on a semi-annualbasis. The board performs internal financial audit review prior tothe release of semi-annual results, and when otherwise required.

Deviations from the Code of Practice: None

11. REMUNERATION OF THE BOARD OF DIRECTORS

Remuneration of directors is determined by the annual general meeting and is not dependent upon the company’s results.

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

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

The remuneration of directors is described in the remuneration report. The remuneration report can be found on

www.treasureasa.com.

Deviations from the Code of Practice: None

12. SALARY AND OTHER REMUNERATION FOR

EXECUTIVE PERSONNEL

The company has no employees. Management functions are covered via a Service Level Agreement with Wilh. Wilhelmsen Holding ASA.

Deviations from the Code of Practice: None

13. INFORMATION AND COMMUNICATION

Transparency, accountability, and timeliness guides the

company’s communication activities. The company follows

the guidelines set out by the Oslo Stock Exchange.

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

Deviations from the Code of Practice: None

Treasure ASA Annual Report 2024

PAGE 48

CONTENT │ Corporate Governance

14. TAKEOVERS

The Articles of Association entail no provisions related to potential take-over bids and the board has not established a separate policy covering the topic. The board will handle

any take-over bids in accordance with Norwegian Law and

relevant regulation, but has a responsibility to ensure that,

in the event of a take-over bid, business activities are not disrupted. The board also has a responsibility to ensure that shareholders have adequate information and time to assess any such bid. Should a takeover situation arise, the board would undertake an evaluation of the proposed bid terms and provide a recommendation to the shareholders as to whether to accept the proposal or not. The recommendation statement would clearly state whether the Board of Directors’ evaluation is

unanimous and the reasons for any dissent.

Deviations from the Code of Practice: No separate policy

developed, but guiding principles described above.

15. AUDITOR

The auditor for Treasure ASA is PricewaterhouseCoopers AS. The key features of the external audit plan and audit summary report are reviewed by the board audit committee on an annual basis, with the auditor being present if deemed required.

The board has a yearly meeting with the auditor without the presence of management. The annual meeting with the auditor includes a review of the company’s internal control procedure.

As a general principle, the use of the auditor for services other than auditing shall be limited.

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

Deviations from the Code of Practice: None.

Treasure ASA Annual Report 2024

PAGE 49

CONTENT │ Corporate Governance

Remuneration report

Treasure ASA Annual Report 2024

PAGE 50

CONTENT │ Remuneration report

Board and nomination committee remuneration*

Remuneration of board members (NOK)

2024**

2023

2022

2021

2020

Thomas Wilhelmsen, chair***

NA

NA

NA

NA

NA

Christian Berg***

NA

NA

NA

NA

NA

Marianne Hagen

152,000

145,000

130,000

NA

NA

5%

11.5%

0%

NA

NA

Marianne Lie

NA

NA

NA

130,000

100,000

NA

NA

30%

0%

Benedicte Bakke Agerup

152,000

145,000

130,000

130,000

100,000

5%

11.5%

0%

30%

0%

Remuneration of the nomination committee

Jan Gunnar Hartvig, chair

42,000

40,000

40,000

40,000

35,000

5%

0%

0%

14%

0%

Fredrik Selvaag

32,000

30,000

30,000

30,000

25,000

5%

0%

0%

20%

0%

Silvija Seres

32,000

30,000

30,000

NA

NA

5%

0%

0%

NA

NA

Table 1 Remuneration of board and nomination committee members 2020-2024 (board remuneration in NOK thousand and percent change compared with previous year).

* NA means that there was no board remuneration either because the board member represents the majority shareholder ond/or was not at the board for the applicable period.

** Remuneration is approved by the Annual General Meeting, but payment takes place one year in arrears.

*** Majority shareholder nominated board members do not receive any board remuneration.

The nomination committee supports the recommendation of the Norwegian Code of Practice for Corporate Governance that members of the board should be encouraged to own shares in the company. The nomination committee therefore recommends that board members use 20% of their net annual board remuneration after tax to buy shares in Treasure up until the accumulated shareholding is equal to, or exceeds, the gross annual fee received by the board member from the company.

Board members Thomas Wilhelmsen and Christian Berg do

not receive any remuneration for sitting on the board, as theyare close associates of the majority shareholder of the company, Wilh. Wilhelmsen Holding ASA. Thomas Wilhelmsen owns

or controls 1,165,095 shares in Treasure ASA equal to 0.57%

of outstanding shares. Through holding companies, Mr Wilhelmsen is the controlling shareholder of Wilh. Wilhelmsen Holding ASA, the latter owning 172,299,580 shares equal to 84.16% of the total registered share capital and voting rights in the company. The two external board members, Marianne Hagen and Marianne Lie, hold 2,000 shares and 3,000 shares respectively.

Jan Gunnar Hartvig and Fredrik Selvaag, both sitting on the nomination committee, hold 6,100 and 5,800 shares respectively.Silvija Seres does not own shares in the company.

Summary of 2024

The primary focus for Treasure is managing the shareholding in Hyundai Glovis Co., Ltd. (Hyundai Glovis). Hyundai Glovis’ financial performance, closely tied to the light vehicle manufacturing of Hyundai Motor and Kia Motors, has shown significant resilience compared to its peers, and the company’s balance sheet and dividend capacity remain robust.

The Hyundai Glovis share price moved from KRW 95.750* to KRW 118.100* per share and the USDKRW exchange rate moved from 1.288 to 1.472 during 2024 (*prior to the issuance of bonus shares July 2024, these prices was equivalent to KRW 191.500 and KRW 236.200 per share respectively).

Treasure’s net profit for 2024 was USD 105.2 million, mainly reflecting the share of profit from Hyundai Glovis.

During the year, Wilh. Wilhelmsen Holding bought 11,232,875 shares in Treasure on three occasions in October, ending the shareholding at the turn of the year at 172,299,580, representing 84.16% of the shares issued.

During the year, the company paid NOK 1.00 per share in dividend.

Financial performance indicators

The group’s main economic activity is the investment in Hyun-dai Glovis with dividends received from the investment being the group’s main source of cash flow. Given that the group’s fundamental objective is to generate significant total share-holder returns, dividend paid from Hyundai Glovis is the key financial performance indicator.

Treasure ASA Annual Report 2024

PAGE 52

CONTENT │ Remuneration report

The below table shows development in the management fee, broken down by senior management and other services, compared with development in key financial indicators. While service level components are recorded in NOK ex 8% mark up,

financial figures are in USD less dividend which is indicated in NOK. Increase/decrease is indicated in percentage, while negative development is marked by brackets.

2024-2023

2023-2022

2022-2021

2021-2020

2020-2019

Service level agreement components (NOK)

CEO (20%)

440,000

440,000

440,000

320,000

300,000

0%

0%

35.2%

1.7%

6.7%

CFO (30%)

657,384

626,080

602,000

620,370

610,000

5.0%

4.0%

-3.0%

1.7%

3.4%

Other services (50%)*

1,093,479

970,400

943,500

793,260

780,000

12.6%

2.9%

18.9%

1.3%

4.2%

Financial performance indicators (USD thousand)

Operating profit (loss)*

(313)

(137)

(54)

-

-

Share of profit from associates*

90,080

89,349

101,789

-

-

Profit before tax**

90,309

87,877

101,900

-

-

Profit for the year**

87,313

84,342

99,559

-

-

Dividend paid***

1.0

1.0

1.0

1.5

0.4

Employees

No. of full-time employees

0

0

0

0

0

Table 2 Development in service level agreement fees and financial performance indicators (NOK/ USD and percentage).

* In 2023, Treasure changed the accounting method and now considers Hyundai Glovis an associated company and recognises the investment according to the equity method in accordance with IAS 28 - Investments in Associates and Joint Ventures, with Treasure’s share of changes in net assets of Hyundai Glovis reported as share of profit from associates and dividends from associates. Comparative figures are restated for 2022 (see note 10 to annual group account for Treasure), but not for previous years (indicated by -)

** The dividend in 2021 showed a significant increase due to proceeds from sale of shares in Hyundai Glovis in December 2020.

Treasure ASA Annual Report 2024

PAGE 53

CONTENT │ Remuneration report

Corporate structure

Treasure ASA Annual Report 2024

PAGE 54

CONTENT │ Corporate structure

Treasure ASA

P O Box 33

NO-1324 Lysaker, NORWAY

Tel: +47 67 58 40 00

Org no 916 803 222 MVA

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