Solstad Offshore ASA

Annual report

2023

Solstad Group in Brief 06

Letter from the CEO 08

The Board’s Annual Report 18

Sustainability in Brief 28

Corporate Governance 32

Social Media Highlights 38

Group Accounts 40

Parent Accounts 114

Contents

Financial Calendar

Preliminary dates for quarterly reports and ordinary

General Meeting in Solstad are:

Annual Report 2023: April 30th, 2024

1Q Report 2024: May 15th, 2024

Ordinary General Meeting: May 30th, 2024

2Q Report 2024: July 16th, 2024

3Q Report 2024: November 5th, 2024

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Our values

SAFE

Safety is our main priority. Solstad vessels carry out operations all over the

world, sometimes in extreme conditions. We recognize all employees as our

most valuable asset, and we will never compromise on their safety.

COMPETENT

All employees in Solstad are key personnel. We aim not only to fulfill our clients’

demands, but to deliver a service beyond their expectations. We ensure that our

personnel are constantly learning to have the right competence and knowledge

required at all times. Our operational knowledge shall be developed in close

interaction between the marine crew and the onshore organizations.

RELIABLE

We focus on quality in all parts of our services. We shall always be trusted to

treat everyone fairly and respectfully, and we keep our promises. With a vast

fleet and a competent organization, our clients shall trust us to perform all

operations in a safe manner and with focus on quality and efficiency in all stages

of our service.

RESPONSIBLE

We care about people, assets and the environment. Our company is global, but

also local in the areas we operate. We conduct our business in a responsible

manner, respecting the law and universal human rights to benefit the

communities where we work. We are aware of our environmental footprint and

take measurable steps towards a better environment with the Solstad Green

Operations program.

OUR VISION

To deliver industry-leading sustainable operations to

the global offshore energy market.

Solstad Group*

in Brief

Our global footprint*

Aberdeen

United Kingdom

Rio de Janeiro

Brazil

Singapore

Perth

Australia

Skudeneshavn

Norway

Manila

Philippines

Macáe

Brazil

Asia Pacific

Asia & Australia

3 AHTS | 3 CSV

Oil & Gas, Renewable Energy

South America

Brazil & Argentina

4 AHTS | 7 CSV

Oil & Gas

Total

13 AHTS | 26 CSV

Europe

1 AHTS | 14 CSV

Oil & Gas, Renewable

Energy

AFRICA

5 AHTS | 2 CSV

Oil & Gas

* As of 31 December 2023

*Solstad Group is defined as Solstad Offshore ASA and Solstad Maritime Holding AS combined

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Vessel SilosVessel Silos

Refinancing

* In addition, 1 AHTS vessel in lay up held for sale.

~33%

~67%

~27%

~0-14%~18%~41-55%

On 23 October 2023, Solstad Offshore ASA, Aker Capital

AS, and AMSC ASA announced that an agreement for the

refinancing of the Solstad Offshore ASA group had been

entered into between Aker Capital AS, Solstad Offshore

ASA’s subsidiary Solstad Shipholding AS and AMSC ASA

(the “Refinancing”), which included the establishment of

Solstad Maritime Holding AS and subsidiaries (the “Solstad

Maritime Group”).

The Refinancing secured new equity of NOK 4 billion

and refinancing of a majority of the Solstad Offshore ASA

group’s outstanding secured debt of about NOK 11.9 billion

(the “Refinanced Debt”), by a new long-term financing of

about NOK 9.7 to the Solstad Maritime Group.

Prior to the Refinancing, Solstad Offshore ASA, via its

wholly owned subsidiary, Solstad Shipholding AS held

100% of the shares in each of Solstad Shipowning

Holding AS, Solstad Operations Holding AS and Solstad

Management Holding AS (the “Target Companies”).

Solstad Shipowning Holding AS owns a fleet of 35 AHTS

and CSV vessels.

Pursuant to the Refinancing, the Target Companies

were contributed from Solstad Shipholding AS to Solstad

Maritime Holding AS as contribution in kind.

The major part of the Refinancing was completed on 16

January 2024. On 16 January 2024, Solstad Maritime

Holding AS completed a private placement directed

towards Aker Capital AS, raising gross proceeds of NOK

2.25 billion in cash against issuance of new shares in

Solstad Maritime Holding AS, and a private placement

directed towards AMSC AS where the shares in the

company owning the CSV “Normand Maximus”, were

contributed in-kind against issuance of NOK 1.0 billion

equivalent of new shares in Solstad Maritime Holding

AS. Simultaneously with these private placements, the

Refinanced Debt was repaid and about NOK 9.7 billion

in new financing was extended to the Solstad Maritime

Group.

The outstanding part of the Refinancing is a share

issue towards eligible shareholders in Solstad Offshore

ASA in the amount of up to NOK 750 million, which is

contemplated to be completed within 2Q 2024.

Following completion of this share issue, Solstad Maritime

Holding AS will be owned (ownership at the date hereof in

brackets) approximately 41% (47%) by Aker Capital, 18%

(21%) by AMSC AS, 27% (32%) by Solstad Shipholding

AS and if they subscribe in the share issue, 14% by

Solstad Offshore ASA’s shareholders. The second share

issue is underwritten by Aker Capital AS.

In addition to the refinancing of the Refinanced Debt, the

Refinancing also included an agreement whereby the

maturity of the NOK 1.8 billion legacy claim related to

the former leasing arrangements for Normand Maximus

was deferred until 2027. In addition Solstad Shipholding

AS is granted an option to purchase this claim for NOK

200 million in certain circumstances related to legal

proceedings involving the former owners of Normand

Maximus.

After completion of the Refinancing, the structure of the

Solstad group is reflected on the following page.

Aker Capital AS

10*

AHTS

CSV

AMSC ASA

Solstad Maritime

Holding AS

Solstad Maritime AS

Solstad

Shipholding AS

Vessel Silos

Shipowning-,

Operations- & Mgmt

Companies

Solstad Offshore ASA

shareholders

Solstad Offshore ASA

Solstad Maritime

Holding AS

Solstad Offshore

ASA

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

had a continuous focus on our safety culture behavior

program “Solstad Incident Free Operations”. The objective

is to further improve HSE performance by reinforcing a

workplace culture that is committed to eliminating incidents

and injuries. Focus is on safety mindset, how work is

approached, and how to build on the understanding that all

incidents can be prevented.

With a reduction in vessels in operation throughout the year,

our total fleet emissions were significantly lower in 2023 than

the prior year. However, the average fleet emissions per

vessel over the last twelve months increased by two percent.

This was primarily related to a higher utilization on our fleet

and several mobilizations of vessels between regions.

Boosting Competitiveness

We are making continuous efforts and investments into

making our fleet more sustainable and competitive. Our

program to drive fuel-saving operational measures, called

Solstad Green Operations, will be strongly emphasized

in 2024 too. In addition, we are increasing our ambitions

within services. We have recently ordered six new

Workclass ROVs, bringing our total fleet of ROVs up to

12 units, that will be mobilized onboard our vessels. Our

main focus will remain on being an owner and operator of

offshore vessels, but by introducing our Service segment

we are able to offer our clients a more complete offering.

We also have ongoing digitalization projects that aim to

further improve our operational efficiency. A major game

changer, and well received project, is the Starlink roll-out,

Sailing in the

Right Direction

2023 is now behind us, and I am pleased to say that the Solstad that

exited 2023 is in much better shape than we were at the beginning of

the year. Key enablers were the exit from the PSV segment and the

Refinancing of Solstad. A supportive offshore market has also played

an important role in our positive development.

Financially, 2023 showed progress. Compared to 2022,

we increased our operating income with approximately

45 percent, to NOK 7.0 bn, for our continued operations.

This resulted in an adjusted EBITDA of NOK 3.3 bn, which

was compared to the prior year (NOK 1.7 bn). EBIT from

continued operations ended at NOK 1.9 bn, which was

also a significant improvement on the prior year (NOK 1.2

bn). However, net interest expenses increased from NOK

1,000 million to NOK 1,550 million as a consequence of an

increased market interest rates.

I like to say that the financial results are the consequence

of thousands of operational decisions. If we make smart

choices operationally, the financial results are also likely to

improve. In 2023, the main operating income drivers were

improved commercial terms, improved vessel utilization

and increased sales of additional services. At year-end, we

owned and/or operated a total fleet of 42 vessels (including

three vessels in lay-up and held for sale). On average, the

overall utilization for the operational fleet was 90 percent in

2023, compared to 84 percent in 2022, reflecting both our

competitive edge and improved market conditions.

Safe and Sustainable Operations

Good health and safety standards coupled with

sustainable operations are part of our license to operate.

In 2023, we reported a total recordable case frequency

(TRCF) of 1.25 over the last 12 months, which is on the

same level as 2022 (1.24). Three LTIs (lost time incidents)

were reported in 2023, down from four in 2022. HSE

remains a top priority, and throughout 2023 we have

CEO LETTER

bringing high speed internet to and from the entire fleet.

A Future-Proof Solstad

In addition to the above-mentioned operational improvements,

we have during 2023 taken major structural and financial

measures to develop a more future-proof Solstad.

In March, we signed an agreement for the sale of 37 PSVs

for a total amount of USD 580 million. The transaction was

closed on 5 July 2023. The sale of the PSVs represented a

shift in our strategy in a changing market. While the PSVs

mainly support the oil and gas industry, our AHTSs and

CSVs can service all offshore energy sectors, including

oil and gas and renewables. The move was therefore in

line with our strategy of being a key enabler in the energy

transition, offering our clients high-end offshore vessels.

Further, the transaction reduced Solstad’s interest-bearing

debt with approximately NOK 6 billion, which was a key

enabler for our successful refinancing later in the year.

As previously communicated Solstad Offshore was

subject to material refinancing risk and majority of the

Companys debt maturing in March 2024. In October 2023,

we announced a planned refinancing of Solstad. In short,

the Refinancing includes NOK 4 billion in new equity and

a successful refinancing of Solstad Group’s NOK 11.2

billion secured debt maturing 31 March 2024, as well as

postponed maturity for a NOK 1.8 bn residual claim

linked to a former leasing arrangement. The major part of

the Refinancing was completed on 16 January 2024.

In sum, these measures have preserved shareholder

values and helped create a robust industrial platform for

value-creation for all shareholders going forward.

Subsequent to year end, as a consequence of the above-

mentioned refinancing, Solstad has been divided into

two separate shareholding structures. Solstad Offshore

ASA consists of seven high-end AHTS and CSVs and 50

percent ownership in the Normand Installer joint venture,

while Solstad Maritime Holding holds 35 high-end AHTS

and CSVs. Solstad Offshore ASA owns 27 percent of the

shares in Solstad Maritime Holding. Both structures are

served by the same management company and operate

under the same brand: Solstad Offshore. Hence, our

clients, suppliers, cooperation partners and employees

relate to Solstad Offshore in the same way as before.

Improved Demand for Our Vessels

We exited 2023 with an order backlog of NOK 7.5 bn, which

provides strong visibility for 2024 and beyond. Moreover,

we are pleased to see that demand for high-end offshore

Lars Peder Solstad

CEO

vessels in the markets we operate within – offshore

renewable energy and offshore oil and gas – continues

to improve. Increased global E&P offshore spending,

substantial development of offshore wind, backed by

governmental support to escalate production of renewable

energy, remain key demand drivers for the CSV and AHTS

segments.

It is predicted that a significant number of new offshore

energy systems will be installed in the coming years. This

will create further demand for vessels. Except for purpose-

built support vessels for offshore windfarms, there are few

new vessels under construction. This can give a tighter

supply/demand balance going forward. However, such

predictions are sensitive to project delays, project costs

and development in energy prices.

Thankfully, we have a flexible fleet that can work across

oil and gas and renewable energy, we have highly

competent people onboard the vessels and in our onshore

organization. Following the Refinancing we can for the

first time in many years say that we have a strong balance

sheet. In total, this makes Solstad well positioned for an

offshore energy market that represents many exciting

opportunities.

A Healthy 60-Year-Old

Finally, I would like to thank my colleagues for their

unwavering commitment and efforts throughout 2023. We

entered 2024 in a better shape than we have been for

many, many years. In 2024, Solstad will celebrate our 60th

anniversary. Nothing would please me more than to show

our employees, clients, shareholders, suppliers and other

stakeholders that a 60-year-old Solstad is in good shape

and ready for future opportunities.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Highlights

→ The major part of the Refinancing, and the new group and ownership structure, was

completed on 16 January 2024.

→ Solstad has been building a service division that enables an offering of additional

services such as ROVs, tooling, project personnel, engineering support.

→ At year-end 2023, the Company owned and/or operated a total fleet of 42 vessels, of

which 39 were in operation: 26 CSVs and 13 AHTSs.

→ Tender activity increased steadily throughout 2023. The Company saw solid order intake

during the year, resulting in a backlog of MNOK 7,500 at year-end.

→ Operating income (continued operations) increased with 46 % to MNOK 6,979 vs MNOK

4,778 in 2022. Key drivers were improved utilization, higher day rates, and strengthened

sales of additional services in line with the Company’s strategy towards the high-end market.

→ Adjusted EBITDA increased to MNOK 3,294 vs MNOK 1,650 in 2022. EBIT increased

from MNOK 1,219 to MNOK 1,944 in 2022.

→ Net interest expense increased as a consequense of higher market rates from

approximately MNOK 1,000 to MNOK 1,550 in 2022.

→ Liquidity decreased to MNOK 1,883 at year-end 2023, compared to year-end cash

position of MNOK 2,170 in 2022 as a consequence of CAPEX and debt amortization.

→ Solstad Offshore ASA recognized an impairment of MNOK 578 connected to the

disposal group Solstad Maritime. Approximately 1/3 of the impairment refers to each of

the items 1) removal of deprecation of vessels since AHFS, 2) unrealized gain on debt in

foreign currency and 3) net result from operations.

→ Following increased focus on Solstad Green Operations and fuel efficiency, the average

CO2 emission per vessel decreased by 3%.

→ The Company signed an agreement on 7 March 2023 with Tidewater for the sale of 37

PSVs for a total amount of MUSD 580. The transaction was closed on 5 July 2023.

Key Financials

NOK million 2023 2022 2021 2020

Income ** 6,979 4,778 5,418 5,026

Adjusted EBITDA ** 3,294 1,650 1,534 1,282

EBIT ** 1,944 1,219 -7 -2,185

Profit before Tax ** 345 -344 -1,110 7,250

Cash and equivalents *** 1,883 2,170 2,459 2,412

Working capital *** -10,611 320 -119 -803

Equity 1,825 1,753 3,083 4,243

Net interest bearing debt * -14,097 -21,117 -18,257 -18,219

Order backlog ** 7,500 6,400 5,600 5,200

* Including recognized debt relating to IFRS 16 Leases (Note 8 and 10). Includes assets and liabilities held for sale as of 31 December 2023 (Note 5)

** Continued operations reported for 2023 and 2022 (AHTS, CSV), while historical figures for 2020 to 2021 remains unaltered (AHTS, CSV, PSV)

*** Includes assets and liabilities held for sale as of 31 December 2023 (Note 5)

Assets Held For Sale

Solstad Offshore and Solstad Maritime

The Company announced a financing solution on 23 October 2023 supported by Aker Capital AS,

AMSC ASA, DNB Bank ASA and Eksportfinans Norge AS (the “Refinancing”). The major part of

the Refinancing was completed on 16 January 2024. Assets included in the financing solution were

classified as held for sale up until this date, 16 January 2024, and were subject to year-end 2023

impairment testing. Solstad Offshore ASA will have 27% direct ownership of Solstad Maritime Holding

AS (“Solstad Maritime”). Solstad Maritime will be reflected as an investment in associates and

accounted for using the equity method in line with IAS 28. In the Condensed statement of financial

position and related notes Solstad Maritime is presented as Asset held for sale.

Discontinued Operations

Strategic sale of PSV fleet

The Company signed an agreement on 7 March 2023 with Tidewater for the sale of 37 PSVs for a

total amount of USD 580 million. The transaction was closed on 5 July 2023. Assets included in the

transaction was classified as held for sale up until date of transaction. The assets have been included

in the PSV segment in accordance with IFRS 8. The sale is considered to be discontinued operations,

and the net result for the operation is presented on a single line in the Condensed statement of

comprehensive income from 1Q 2023. Comparative periods have been restated. Continued operations

consist of CSV and AHTS segments. These segments are in demand from both oil and gas and

renewable energy clients.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

EBITDA

2023 2022

Total operating income 6,978,977 4,778,283

Total operating costs -4,172,429 -3,158,905

Net gain/loss on sale of assets 517,567 -8,637

Operating result before depreciations and impairment (EBITDA) 3,324,115 1,610,741

Leases 68,890 50,238

Accrued loss on accounts receivables 19,427 -55,404

Operational restructuring cost 72,276 14,184

Net gain/loss on sale of assets -517,567 8,637

Result Joint Ventures 19,935 20,418

Result associates -4,824 722

VAT adjustment* 312,118 -

Adjusted EBITDA 3,294,370 1,649,537

* Reference Note 29 Contingent Liabilities, Assets and Provisions

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Financial Summary

(MNOK) 2023 2022 2021 2020 Ref

PROFIT AND LOSS*

Charter income 6,730 4,583 5,128 4,844

Other operating income 249 195 289 182

Operating result before depreciation and impairment 3,324 1,611 1,402 1,032

Operating result 1,944 1,219 -7 -2,226

Net financial items -1,599 -1,562 -1,103 9,477

Ordinary result before tax 345 -344 -1,110 7,250

Net result for the year 407 -1,118 -1,136 7,254

Hereof majority’s share 400 -1,113 -1,102 7,241

BALANCE SHEET

Defered tax asset 2 4 14 6

Non-current assets 4,391 21,257 20,865 22,204

Current assets 1,386 4,350 4,072 3,869

Assets held for sale 13,858 412 - -

Total assets 19,635 26,019 24,938 26,069

Equity 1,825 1,753 3,083 4,243

Non-current liabilities and provisions 2,434 20,236 17,850 17,181

Current liabilities 13,893 4,030 4,004 4,645

Interest bearing liabilities 15,980 23,287 20,718 20,631 8

Liabilities directly associated with the assets held for sale (Note 5) 1,484 - - -

Bank overdraft - - - -

Free and restricted bank deposits 1,883 2,170 2,459 2,412

Net interest-bearing liabilities 14,097 21,117 18,259 18,219 9

PROFITABILITY

Operating margin 48% 34% 26 % 21 % 1

Earning on equity 19.3% -14 % -30 % 3.557 % 2

References and Definitions

1. Operating result before depreciation and impairment in percentages of total operating income

2. Result before tax, in percentage of average equity including non-controlling interests

3. Operating result before depreciation and impairment adjusted for joint ventures, excess values

charter parties from mergers, operating leases and other non-cash related items

4. Current assets divided by current liabilities

5. Booked equity including non-controlling interests in percentage of total assets

6. Cash and bank deposits (free and restricted)

7. Total current assets less total current liabilities (including current interest bearing liabilities)

8. Interest bearing liabilities is the total of the accounting lines “Interest bearing liabilities”, “Current

interest bearing liabilities” and “Leasing obligations”, adjusted for IFRS 9 adjustment and balance

booked borrowing costs

9. Net interest bearing liabilities is interest bearing liabilities (8) less cash and bank deposits (6)

Solstad Offshore ASA has included the above Alternative Performance Measures (APM), which

are commonly used in the business, as they are used internally by management to understand the

Group’s financial performance. Hence, it is deemed that the APMs will provide useful information to

external readers too.

(MNOK) 2023 2022 2021 2020 Ref

LIQUIDITY **

Liquid assets 1,883 2,170 2,459 2,412 6

Working capital -10,611 320 -119 -803 7

Adjusted EBITDA 3,294 1,650 1,534 1,282 3

Current ratio 0.1 1.1 1.0 0.8 4

CAPITAL

Total assets 19,635 26,019 24,938 26,069

Equity 1,825 1,753 3083 4,243

Equity ratio 9% 7 % 12 % 16 % 5

* Continued operations reported for 2023 and 2022 (AHTS, CSV), while historical figures for 2020 to 2021 remains unaltered (AHTS, CSV, PSV)

** Includes assets and liabilities held for sale as of 31 December 2023 (Note 5)

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Board of Directors

Harald Espedal

(B. 1972)

Harald Espedal is a graduate from

The Norwegian School of Economics

(NHH) in economics with additional

studies in auditing. Today he is the

Chairman of Lyse AS, Sandnes

Sparebank, Espedal & CO AS,

Deputy Chair in Stavanger Concert

Hall, and Board member in Aspelin

Ramm and The Norwegian School of

Economics.

Espedal has a long career within

the finance and investment industry

including as CEO and Investment

Director for SKAGEN and Investment

Director for Vesta.

SHARES IN SOLSTAD

OFFSHORE ASA*

656,687

*Further details refer to note 9 in

section Parent Company.

Frank O. Reite

(B. 1970)

Frank O. Reite first joined Aker in

1995 and was CFO in Aker ASA from

August 2015 until August 2019. He

came from the position of President

& CEO of Akastor. Reite holds

several board positions including the

position as vice chairman in Aker

ASA, chairman in Solstad Maritime

Holding AS and a board member in

AMSC ASA.

Frank O. Reite has experience

from banking and has served

as Director in Paine & Partners.

Frank O. Reite holds a B.A. in

business administration from

Handelshøyskolen BI in Oslo.

SHARES IN SOLSTAD

OFFSHORE ASA*

356,509

Ingrid Kylstad

(B. 1985)

Ingrid Kylstad is VP, Head of Market

Manager and Strategy in Torvald

Klaveness. Before joining Klaveness

in 2021, Kylstad was COO in Katapult

Ocean, a seed stage investor within

ocean technology. Prior to that she

worked for the Norwegian Shipowners

Association and spent several years

in Brussels working on policy and

regulatory issues. She is a board

member in GC Rieber Salt and

observer at the board of Solstad

Maritime Holding AS.

Kylstad holds an MSc in European

Studies from London School of

Economics and Political Science and

a BSc in Liberal Arts from Maastricht

University. She has also completed a

management program at the Solvay

Brussels School of Economics and

Management.

SHARES IN SOLSTAD

OFFSHORE ASA*

Ellen Solstad

(B. 1974)

Mrs. Solstad holds a bachelor’s

degree from BI Norwegian Business

School. She has previous work

experience from R.G Hagland

AS and Solstad Offshore UK Ltd.

Mrs. Solstad is currently Chairman

of Solstad Family Office and a

board member of Solvang ASA

and Karmsund Interkommunale

Havnevesen IKS.

SHARES IN SOLSTAD

OFFSHORE ASA*

Peder Sortland

(B. 1963)

Peder Sortland, currently the CEO

of North Sea Infrastructure AS (NSI)

and Norsk Havvid AS, has 30 years’

experience from the oil and gas

industry. Prior to NSI, Sortland held

roles as the CEO of Global Maritime

Group, Apply Group and Ross

Offshore/Subsea Technology Group

and as Regional Vice President for

Subsea 7 in Norway. Sortland spent

18 years in Equinor up to Senior

Vice President level, predominantly

in areas of business development,

commercial negotiations and strategy

work. Today Sortland is chairman in

Sharecat Solutions AS and a board

member of Solstad Maritime Holding

AS.

Sortland has a business education

on MBA level from University of

Wyoming and is a Fullbright Scholar.

SHARES IN SOLSTAD

OFFSHORE ASA*

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Board of Directors’

Report

Solstad Offshore ASA (“the Company” or “Solstad”) is an owner

and operator of offshore service vessels (OSVs), offering maritime

services to the global offshore energy industry. Per year-end 2023

the Company* had approximately 2,300 highly skilled employees

and seven offices globally. The Company owned and operated a

flexible fleet of modern offshore vessels which consists of CSVs

(construction service vessels) and AHTS’ (anchor handling tug

support vessels).

In 2023 the Company’s CSV fleet supported subsea and

renewable energy projects world-wide and was partly

working on contracts and partly utilized for seasonal

activities. The CSVs on contracts served the IMR

(inspection, maintenance and repair) and the SURF

(subsea, umbilicals, risers and flowlines) markets, or

supported installation and maintenance work related to

the offshore renewable energy industry. AHTS vessels

supported oil field operators as well as development and

exploration activities.

2023 experienced a challenging macroeconomic

environment. This continued to benefit the oil and gas

industry, while the ambitions to increase energy production

from renewable energy sources continue as before. The

combination resulted in high activity in the offshore service

industry.

The oil price was above USD 70 per barrel most of the

year, giving incentives for the oil companies to continue

investing. In addition, the number of offshore wind projects

under evaluation increased further. The Company was

well positioned for both oil and gas and renewable energy

activities. About 25% of 2023’s operating result before

depreciations and impairment came from renewable

energy activities, and the Company expects to increase

this activity further in the coming years.

The operating income increased by about 46%, to MNOK

6,979 in 2023, compared to MNOK 4,778 in 2022.

Operational expense in 2023 was MNOK 4,172 compared

to MNOK 3,159 in 2022. EBITDA Adjusted for the year

increased by 100% to MNOK 3,294 from MNOK 1,650

in 2022. The operating result in 2023 was MNOK 1,944

compared to MNOK 1,219 in 2022. The result after tax was

MNOK 288 compared to MNOK -442 in 2022. The booked

equity for year end was MNOK 1,825.

The major part of the Refinancing of Solstad, which was

announced on 23 October 2023, was completed on 16

January 2024. Refer to Company Refinancing on page 25.

1. Vision and Values

Solstad Offshore’s vision is to deliver industry-leading

sustainable operation to the global offshore energy market.

The four core values of the Company were Safe – Reliable –

Competent – Responsible. These values are tools to create a

common culture and define how the Company operates and

interacts with clients, suppliers, partners, and colleagues.

* Refer to page 6 and 7.

2. The Company’s Activities

Solstad Offshore’s activities were primarily directed

towards the offshore markets for oil and gas and

renewable energy. During 2023, the operation has

been organized in three business areas: AHTS, Subsea

Construction and Renewable Energy worldwide. The

Company’s headquarter was located in Skudeneshavn,

Norway, with offices in Rio de Janeiro, Macae, Perth,

Singapore, Manila and Aberdeen.

The Company’s operating income in 2023 was divided into

71% (2022: 69%) from CSVs and 29% (31) from AHTS.

Furthermore, the regional split of the income was 35% (38)

from the North Sea, 26% (25) from South America, 16%

(8) from Africa, 2% (6) from North and Central America,

9% (5) from the Mediterranean part of Europe, 5% (7) from

Australia, and 7% (9) from Asia.

As per 31 December 2023, the Company owned and/or

operated a total fleet of 42 vessels, of which 39 were in

operation: 26 CSVs and 13 AHTSs. The overall utilization

for the continued operational fleet in 2023 was 90% (84%

in 2022). The CSV fleet had a utilization of 93% (88%) and

the AHTS fleet 85% (78%).

Subsea Construction and Renewable Energy

The CSV segment included 26 vessels, all operational

in 2023. The CSV vessels are designed and equipped to

support a wide range of offshore services within oil and

gas and renewable energy projects. During 2023, the fleet

was successfully involved in projects both within renewable

energy and oil and gas. This included geotechnical work,

walk to work-services, grouting, SURF operations, cable

laying and repair, trenching and burial, ROV support,

installation of subsea equipment, survey work, IMR

operations, node seismic operations, diving, and topside

maintenance work. Geographical areas of operation

included Asia, South America, West and North Africa,

Europe including Mediterranean, and Gulf of Mexico. In

2023, renewable energy projects represented 36% of the

CSVs revenue, 64% of the revenue originated from oil and

gas activity. The client portfolio for the CSV fleet included

a mix of energy companies such as subsea construction

companies, wind turbine manufacturers, cable companies

and seismic companies.

AHTS

The majority of the AHTS fleet’s operation took place in the

North Sea, Australia, Brazil and West Africa, with a mix of

projects, spot, medium and term contracts. Activities within

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

oil and gas remained the most important activity for AHTSs.

However, the Company was also involved in projects with

renewable energy and fish farming. It is expected that work

related to renewable energy offshore will become more

important going forward for these types of vessels.

Technical & Projects

Throughout the year, 27 planned dry-dockings and

maintenance stops were completed. In addition, Solstad

was overseeing the building supervision of the USV

(unmanned surface vessel) on behalf of the USV AS joint

venture. The technical uptime for the year was 98.23%

(2022: 98.84%).

HSE & HR

HSE results ended with a TRCF at 1.25 (1.24 in 2022).

This was above the 1.10 TRCF target for the year.

By the end of the year, total number of seafarers counted

2,124. Retention rate per region / nationality was relatively

stable and corporate retention was at 94% (2022: 94%).

The working environment, onshore and onboard the ships,

was considered satisfactory. Sick leave onshore was 1.3%

in 2023, down from 1.8% in 2022.

Vessel Divestment in 2023

A total of 42 vessels were sold during 2023. Three of which

were classified as held for sale in 2022 (One PSV, one

AHTS and one CSV). In addition, the group sold 37 PSVs

in the Tidewater transaction, and two additional AHTSs

during the year.

Strategic Sale of the PSV Fleet

Solstad signed an agreement with U.S. based Tidewater

Inc, on 7 March 2023, for the sale of 37 PSVs for a total

amount of USD 580 million. The closing of the sale was 5

July 2023.

3. The Market

Oil and Gas

Demand for vessels continued to increase throughout

the year, with increased energy prices and a continued

attention to energy security driving the demand on a global

basis. With a stable supply side, the utilization grade for

the vessels increased and commercial terms improved.

With a given supply side and increasing offshore energy

activity, there was a tendency towards that clients will

Fleet Utilization

50%

55%

60%

65%

70%

75%

80%

85%

90%

95%

100%

Q4-22 Q1-23 Q2-23 Q3-23 Q4-23

AHTS CSV Average

secure access to vessels and are therefore willing to

commit to longer contracts than the Company has seen in

recent years.

Oil and gas clients accounted for about 75 % of Solstad’s

revenue. As this industry is expected to be active going

forward, it is likely that the majority of Solstad’s revenue

will continue to come from oil and gas. This being said, the

Company’s vessels are also suitable for development of

offshore wind, mainly relevant for the CSVs, but as floating

wind develops, this might also extend to the AHTS fleet.

Solstad’s main geographical oil and gas markets were the

North Sea, Brazil, and Australia. However, the Company

also experienced increased activity in regions like West-

Africa and Guyana.

Renewable Energy

The renewable energy market, and in particular offshore

wind, continued its growth momentum in 2023, with Europe

and South-East Asia as the main markets.The market is

driven by political ambitions to increase energy production

from renewable sources to reduce carbon emissions.

The Company’s fleet and competence will be central in

the energy transition. Both the CSV and the AHTS fleet

intends to be utilized in the floating wind market. Solstad

can take on a wider scope of work through the Windstaller

Alliance or by doing more traditional timecharter contracts.

In 2023, about 25 percent of operating income came from

renewable energy projects versus 22 percent in 2022.

4. Corporate Particulars

As of 31 December 2023, the number of shareholders

were 9,832 whereof total international shareholding was

approximately 13%. The largest shareholders, Aker Capital

AS, Kistefos AS and Jarsteinen AS, held 32.90%, 13.69%

and 10.00% respectively.

5. Corporate Governance and

Management

Solstad Offshore ASA’s governance and management

adheres to the Company’s vision and values. The

Company is listed on the Oslo Stock Exchange and is

subject to the Norwegian companies act, accounting

act and stock exchange listing and securities trading

legislation. Solstad Offshore ASA seeks to comply with the

Norwegian Code of Practice for Corporate Governance,

which was last revised on 14 October 2021. More

information on corporate governance is given in a separate

chapter in the annual report and on www.solstad.com.

The directors and officers of Solstad Offshore ASA are

covered under a “Director and Officer Liability Insurance”.

The insurance covers personal legal liabilities including

defence and legal expense. The officers and directors

of the parent company and all subsidiaries globally

are covered by the insurance. The cover also includes

employees in managerial positions or employees who

serves as directors in non-subsidiaries to safeguard the

interest of the Company.

6. Financial Position and

Development - the Group

The financial statements for the Company for 2023 have

been prepared in accordance with IFRS® Accounting

Standards as adobted by the EU.

Operating income in 2023 was MNOK 6,979 compared

to MNOK 4,778 in 2022. The increase from 2022 was

mainly driven by improved utilization, higher day rates, and

strengthened sales of additional services in line with the

Company’s strategy towards the high-end market.

Operating expenses in 2023 amounted to MNOK 4,172

compared to MNOK 3,159 in 2022. Operating result before

depreciations and impairment for the year was MNOK

3,324 compared to MNOK 1,611 in 2022. Operating result

before financial items and tax was MNOK 1,944 compared

to MNOK 1,219 in 2022, including net-impairments of fixed

assets of MNOK 297 compared to MNOK -584 (reversal)

in 2022.

Cash inflows from operating activities amounted to

MNOK 2,676. Operating result before depreciation and

impairment amounted to MNOK 3,324. The difference was

mainly related to timing and accounting gain on sale of

assets. Cash inflow from investing activities amounts to

MNOK 6,640. Sale of vessels secured the net cash inflow

from investments with MNOK 7,213. Investments were

mainly related to periodic maintenance, the excercised call

option following purchase of Normand Tonjer, and general

upgrades of equipment on board vessels. Cash outflow

from financing activities amounts to MNOK 9,666. This

was mainly related to repayment of loan following sales of

vessels and interest payments.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Company net result for 2023 was MNOK 407 (MNOK

-1,118 in 2022). Net financial items for 2023 were MNOK

-1,599 (MNOK -1,562 in 2022). The movement from 2022

to 2023 was mainly due to increased interest rate levels

partly offset by reduced unrealised foreign exchange

effects.

Earnings per share (majority) were NOK 5.11 (NOK

-14.47 in 2022). Operating result before depreciation and

impairment amounted to 48% of income compared to

34% in 2022. Booked equity per 31.12.2023 was MNOK

1,825 (MNOK 1,753 in 2022) i.e. NOK 22.16 per share

(NOK 22.68 per share in 2022). Interest bearing debt

as of 31.12.2023 was MNOK 15,980 (MNOK 23,287 in

2022), whereof MNOK 13,452 (MNOK 2,608 in 2022) was

classified as current liabilities. The interest-bearing debt

had the following currency split: 26% (27) NOK and 74%

(73) in USD. Overview and details of amounts, interest

rates, maturity and main covenants are included in the

account note 7 and 8. At year end, the Company held

MNOK 1,883 in cash deposits (MNOK 2,170 at year-end

2022). The cash at year-end included a MNOK 1,502

(MNOK 1,494 at year-end 2022) working capital facility

provided as a part of the 2020 restructuring agreement.

7. Health, Environment, Safety and

Quality Assurance

The Company operates in accordance with international

regulations and standards and is certified to ISM, ISO

14001:2015, ISO 9001:2015, ISO 45001:2018, ISO

50001:2018, MLC (Maritime Labor Convention) and ISPS

(International Ship and Port Facility Security). The crews

Top 10 as of 31.12.2023 Number of shares Ownership

AKER CAPITAL AS 27,089,493 32.9 %

KISTEFOS AS 11,275,000 13.7 %

JARSTEINEN AS 8,235,966 10.0 %

Interactive Brokers LLC 4,297,550 5.2 %

KISTEFOS INVESTMENT AS 3,601,000 4.4 %

MAGNUS LEONARD ROTH 1,500,000 1.8 %

SONGA CAPITAL AS 1,411,040 1.7 %

OLYMPIC GROUP AS 871,224 1.1 %

ESPEDAL & CO AS 656,687 0.8 %

NESTTUN INVEST AS 600,000 0.8 %

are trained according to the Company’s procedures and

approved pursuant to the requirements of the STCW

10 (Seafarers Training, Certification and Watchkeeping

Code). Internal audits are carried out on all ships and

offices on an annual basis. The common management

system (Solstad Internal Management System - SIMS)

includes overall objectives and policies for the Company.

Further, it describes the various processes and activities to

be performed and each employee’s responsibilities/roles

related to these.

A vital part to understand and improve safety is to focus

on preventative measures to avoid injuries and operational

accidents or interruptions. In 2023, 33,074 HSE reports

(37,786 in 2022) were recorded and processed at different

levels in the organization. Conclusions from analyses are

used as basis for further preventative measures to avoid

future accidents. Overall, the Company had three work-

related lost-time injuries that resulted in a LTIF (Lost time

incident frequency per 1 million working hours) of 0.25 for

2023 (0.29 in 2022). The goal of no lost-time incidents is

maintained for 2024, and the Company focuses on the

evaluation, facilitation, planning and preventative work to

avoid all kinds of personnel-related injuries and incidents

with adverse effect on the environment. Based on positive

experience, the Company continues to develop and improve

the safety behavior culture program “Solstad Incident Free

Operations” (SIFO). Since the program was implemented

in 2019, the number of incidents have been reduced by

actively involving the crew and increasing their focus on

safety in their daily work.

Solstad Green Operations is a cornerstone of the

Company’s fuel and emission reduction program. Crew

support is still high, and the Company reached its KPI

level of 20 green operations per vessel per month in 2023

(2022: 20.2). For 2024 the KPI level has been increased

to 22. The daily emissions per vessel in operation were on

average 3% lower than for the previous year.

In 2023, no green technical upgrade projects were

completed, however two major technology projects were

started. One was the four-year EU-funded “NEMOSHIP”

project and the second was the Innovation Norway-funded

project “OceanCharger”. Both projects aim to improve

use of batteries in ships in the future. NEMOSHIP will

investigate how batteries can be made cheaper and

more customized including testing of a prototype. In the

OceanCharger project, a concept for an offshore battery

charging station will be made and demonstrated.

The fleet had 748 litres of oil spills to the environment

during 2023. Most of this related to one spill incident. The

goal is zero spill to the outer environment.

The Company has a program for sorting and reporting of

all waste, covering both ship and onshore organizations. A

program has been implemented to reduce the use of single

use items such as plastic water bottles, cutlery, plastic

cups etc.

The Company’s onshore administration consisted of 147

men (62%) and 90 women (38%). Out of a total of 2,124

marine crew at year-end, 158 were women (7%). The

Company focuses on diversity and has equal opportunities

for all employees, regardless of their gender, ethnic

background, nationality, descent, color, language, religion

and lifestyle.

8. Market Outlook

The short to medium term outlook for offshore energy

activities continues to be positive.

The year 2023 showed improvement across all regions

and vessel segments compared to the year before.The

market fundamentals are strong with an increasing global

E&P offshore spending, and a high backlog for the subsea

contractors. In parallel, there is a substantial development

of offshore wind, backed by governmental support to

escalate production of renewable energy.

The CSVs and AHTSs were both working within the oil and

gas and renewable energy industries. The activity in both

industries remains at a high level, which should continue to

give high fleet utilization also the coming year.

It is predicted that a number of new offshore energy

systems will be installed going forward. Wind turbines,

FPSOs and subsea production systems tied to existing

infrastructure are examples that will create demand for

vessels in the global markets. This applies to the project

market and for longer-term contracts as the number of

available vessels can be limited and clients would like to

secure capacity.

However, there is always a schedule and cost risk

associated with such large energy projects. Project

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

execution are also sensitive to energy prices.

9. Risk

The Company is exposed to market, commercial,

operational, regulatory, tax, and financial risks including

refinancing risk, that affect the assets, liabilities, available

liquidity, and future cash flows.

One of the key commercial risks for Solstad is the cyclical

oil and gas markets that the Company operates in, with high

volatility in charter rates, vessel values, and consequently

profitability. Charter rates have increased throughout 2022

and 2023, after a long period of suppressed rates due to

market imbalance. Factors affecting this are partly outside

Solstad’s control and influence.

Operational risks such as technical breakdown, grounding,

and malfunction of equipment are partly mitigated by

insurance.

Procurement and logistic risk relate to pressure on the

global supply chain. The lead time on a certain number of

critical spares has increased significantly. Planning and

evaluation of critical spares will therefore be an important

factor to avoid down-time.

Solstad is exposed to interest rate and currency risk,

primarily through financing and contracts. Interest rate risk

is mainly due to long-term debt with floating interest. With a

substantial portion of the mortgaged debt in USD, currency

exchange fluctuations can have a significant effect on the

Company’s profit and loss, debt, and consolidated booked

equity.

A risk mitigation framework has been established based on

identifying, assessing, and managing risks that affect the

Company. The Board of Solstad monitors the overall risk

factors for the Company.

Cyber security risk in general has increased, partly driven

by the war in Ukraine. Recent events in the Red Sea

mainly implies risk to shipping costs and price of goods.

Market Risk

Market and operational risks are changes in the demand

and prices of the services provided by the Company, and

potential adverse effects of the provision of such services.

In addition, the supply side can be negatively affected if

too many newbuilt vessels are introduced to the market.

The market demand has steadily improved during 2023

and very few newbuild vessels have been announced.

Safety and Environmental risks

There are inherent safety and security risks related

to operations at sea. As one of Solstad’s core values,

safety is always in front of mind for all employees. This is

materialized through the Solstad Incident Free Operations

(SIFO) program. The Company focuses on evaluation,

facilitation, planning and preventive work to avoid all type

of personnel related injuries and incidents that have an

adverse effect on the environment.

The environmental risks mainly relates to the vessels and

includes risks such as oil spillage.

Key performance indicators are monitored, and cause

analysis performed with mitigating responses if possible

undesired events are identified.

For further information, reference is made to the

Sustainability Report.

Climate Risk

The Company’s business and results of operations could

be adversely affected by climate change and the adoption

of new climate change laws, policies, and regulations.

Growing concerns about climate change and greenhouse

gas emissions have led to the adoption of various

regulations and policies, including the Paris Agreement

negotiated at the 2015 United Nations Conference on

Climate Change (COP 21).

Climate risk is part of the Company’s risk universe, and

the Company is exposed to a variety of climate risks.

These risks vary from regulatory, transitional, market,

technology to reputational risk. Short and medium-term

climate change issues are not expected to have any

significant effect on Solstad’s OPEX. Higher fuel price

due to CO2 levies or the cost of green fuels will for the

most part be forwarded to the Company’s clients. Solstad

focus mainly on reduction of carbon emissions from the

fleet and to grow and pursue new business opportunities

within the renewable segments. Risks and opportunities

are classified as short, medium or long term based on

how effects of climate change affect the Company, and

required actions consequently planned. The Company’s

own initiatives to improve energy efficiency and installation

of battery hybrid and shore power systems are important

steps towards a net zero target in 2050. At the same

time, the Company must acknowledge that the targets

require access to technology still under development, and

extensive investments in both existing vessels and in fleet

renewal. A fast decrease in the market demand for the

existing type of vessels may pose a risk to Solstad, but

as there are very limited newbuilds or other alternatives

available globally in the short and medium term, this risk is

considered to be limited.

The Company aims to be transparent in its sustainability

reporting and work continuously on public ESG

communication to ensure that all stakeholders understand

that the ongoing transition is under control and to mitigate

the risk for any negative publicity and/or liability issues.

For further information, reference is made to the

Sustainability Report.

Refinancing Risk and Update

Since the restructuring in 2020, the Group has

communicated that there was a significant refinancing

risk related to the Group’s secured debt and the residual

claim related to the leasing arrangements for “Normand

Maximus”. The Company Refinancing (refer to note 2

and 5) means that the Company has succeeded in partly

mitigating this risk. By securing the required financing,

the Company is released from all guarantee liabilities

from the 2020 fleet loan agreement, and the maturity for

the Normand Maximus claim has been postponed by a

minimum of three years.

Standalone Financing Structures

The Company is in the process of refinancing the

mortgage debt towards “Normand Superior”. The maturity

under the current financing has been extended to 30 June

2024.

Normand Tonjer IS exercised its option under current BB

agreement to purchase the CSV “Normand Tonjer” from

Norwegian Mpsv AS at a net amount of USD 4 million,

whereof 56% of this was contributed by Solstad Offshore,

equal to Solstad Offshore’s ownership share in the owning

company of the vessel. The purchase of the vessel was

concluded 20 December 2023. Refer to the Company’s

stock exchange announcement the same day.

Further details refer to note 2, 3, 5 and 8.

The Maximus Residual Claim

In connection with the Refinancing, agreements were

entered into between i.a the Company and Maximus

Limited, amending the agreement regarding the residual

claim relating to the former leasing agreement for the CSV

“Normand Maximus”. Firstly, the agreement governing

the terms of the Residual Claim originally entered into on

12 May 2022, between Maximus Limited, subsidiaries of

the Company and the Company was amended so that

the maturity of the Residual Claim was postponed from

31 March 2024 to the date corresponding to the maturity

date of the new facility agreement which was entered into

between Solstad Maritime AS and a bank syndicate as

part of the Refinancing. This means that the maturity of the

Residual Claim is postponed until 16 January 2027, with

possible 1+ 1 year extensions if the financing to Solstad

Maritime AS is extended (at the discretion of the bank

syndicate). The latest maturity date of the Residual Claim

is 16 January 2029. The Residual Claim is guaranteed by

the Company, and needs to be refinanced within the new

maturity date. In addition, an agreement was entered into

between Solstad Shipholding AS, the Company, Maximus

Limited and the lenders to Maximus Limited. Pursuant

to this agreement, the parties have agreed that Solstad

Shipholding AS at certain conditions, is granted a right and

obligation to purchase the Residual Claim against payment

of NOK 200 million.

This right and obligation come into force in the event

that the lenders to Maximus Limited prevail in litigation in

Norway and Cayman Island on the right to ownership to

the shares in Maximus Limited. The Company does not

have a view on the likely outcome of the litigation and

the chances of the option becoming exercisable and no

assurances can be given in that regard. The Residual

Claim remains guaranteed by the Company and carries

interest at 9.5% payable in kind at the maturity date in

accordance with the original agreement entered into on 12

May 2022.

Company Refinancing

The major part of the Refinancing of Solstad, which was

announced on 23 October 2023, was completed on 16

January 2024. For further information on the details of

the Refinancing, please refer to the stock exchange

announcements 23 and 25 October 2023, the 3Q and

4Q 2023 reports, and the stock exchange notice dated

16 January 2024 with attachments. The Refinancing

involved repayment of the outstanding BNOK 11.2 under

the secured loan agreement that was entered into in

connection with the 2020 restructuring of the group. The

Company is thus released of all guarantee obligations for

the 2020 facility agreement. After the Refinancing Solstad

Offshore ASA will have 27% direct ownership of Solstad

Maritime. The Refinancing implements a new group and

ownership structure presented on page 94 and 95.

The Outstanding Part of the Refinancing:

As of 16 January 2024, Aker Capital AS owns 47.4%,

AMSC ASA owns 21%, and the Company owns 31.6%

of Solstad Maritime Holding AS. The outstanding part

of the Refinancing is the implementation of an offering

that the board of Solstad Maritime Holding AS has been

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

authorised to complete towards shareholders in the

Company (other than Aker) as of 27 October 2023 (as

registered with VPS in 31 October 2023). The offering will

raise gross proceeds of MNOK 750. The offering has been

fully underwritten by Aker Capital AS and is expected to

be completed during 2Q 2024, subject to the publication

of an offering prospectus. Fully subscribed this tranche

will own 13.6% of Solstad Maritime Holding AS, and the

Company will own 27.3% directly of Solstad Maritime

Holding AS. Aker Capital AS will own 40.9% and AMSC

ASA will own 18.2%. For each share in the Company, 1

(one) subscription right will be granted, giving the right

to subscribe for 1 (one) new share in Solstad Maritime

Holding AS at a subscription price of NOK 11.82 per share.

Oversubscription or subscription without subscription rights

will not be permitted. The subscription rights will be issued

in VPS and delivered to eligible investors’ VPS accounts

in due time before the commencement of the subscription

period. The subscription rights will be included on Oslo

Børs’ Norwegian Over The Counter (NOTC) list.

Solstad Offshore ASA Post Refinancing and

Restructuring Agreement:

Refer to Company’s stock exchange announcement and

its enclosed presentation on 25 October 2023 ‘Refinancing

of Solstad Offshore’. The following vessels will remain as

part of Solstad Offshore ASA:

• CSVs: Normand Carioca and Normand Superior. The

Normand Tonjer is owned 56% by SOFF ASA. The

Normand Installer joint venture together with SBM split

50% ownership. Normand Maximus is on bareboat

from Solstad Maritime.

• AHTSs: Normand Topazio, Normand Turquesa and

Normand Turmalina.

10. Finance - Parent Company

The result for Solstad Offshore ASA in 2023 was MNOK

0 (MNOK 252 in 2022). Net financial result of MNOK 0

(MNOK 251 in 2022). Operating result was also of MNOK

0 (MNOK 1 in 2022).

The Company’s assets are mainly related to the value of

shares in subsidiaries. Booked equity at year end was

MNOK 849 (MNOK 679 in 2022). The long term debt at the

same date was MNOK 1 (MNOK 1 in 2022).

11. Going Concern

The annual accounts are prepared on the assumption of

a going concern. The major part of the financing solution

supported by Aker Capital AS, AMSC ASA, DnB Bank ASA

and Eksportfinans Norge AS that was announced in October

2023 (the ‘Refinancing’) was completed on 16 January

2024 (Reference Note 2). The going concern assumption is

based on the level of cash and cash equivalents and equity

at reporting date, terms and conditions of the Refinancing

agreement with banking and borrowing facilities, the

forecasted cash flow prognosis for the Company and the

backlog position as of 31 December 2023. The main portion

of the Group’s external debt which includes the Group’s

secured debt, and the residual claim of approx. MNOK

1,883 guaranteed by the Company related to the former

Normand Maximus lease arrangement, matures in 2027

The Group has seen continued strengthening of the market

during 2023 despite of a challenging macroeconomic

environment. With an expected continued positive outlook

in the energy market, and the high focus on energy

transition, the Company also expects an active offshore

marked in the coming period. Due to the macroeconomic

environment, Solstad saw an increase in expenses due to

inflation and increased interest expenses for the Group.

There is no significant uncrtainty with respect to

going concern.

12. Subsequent events

Refinancing

Harald Espedal

Chairman

Ellen Solstad

Director

Frank O. Reite

Director

Lars Peder Solstad

CEO

Peder Sortland

Director

Ingrid Kylstad

Director

We hereby affirm that, to the best of understanding, the Annual Accounts for the period 1st January to

31st December 2023 have been prepared in accordance with current accounting standards; and that

the information in the accounts represents a true and fair view of the Company’s and the consolidated

group’s assets, liabilities, financial position and overall performance. We further affirm that the Annual

Report provides a true and fair view of the development, earnings and standing of the Company and the

consolidated group; outlining the most important risk factors and uncertainties facing the group.

Board of Director in Solstad Offshore ASA

Skudeneshavn 30 April 2024

With reference to Company’s stock exchange message

on 23 October 2023 ‘Refinancing of Solstad Offshore’, a

financing solution supported by Aker Capital AS, AMSC

ASA, DNB Bank ASA and Eksportfinans Norge AS was

announced (the “Refinancing”). The major part of the

Refinancing was completed on 16 January 2024. Solstad

Offshore ASA will have 27% direct ownership of Solstad

Maritime. Refer to note 2, 3, 5 and 8.

The Company is also in the process of refinancing

the mortgage debt towards “Normand Superior”. The

maturity under the current financing has been extended

to 30 June 2024.

13. Profit & loss allocation

The Board proposed that the following distribution is made

for the parent company:

Transfer from other equity NOK 413,827

Net applied/transferred NOK 413,827

Affirmation by the Board and

Managing Director

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Sustainability

Highlights 2023

Safety

Oil SpillsDiversity and Inclusion

Emissions

At Solstad, our goal is to have zero injuries. In 2023, the Total Recordable Cases Frequency (TRCF) was 1.25, and three

Lost Time Incidents (LTI) were recorded.

The total fleet direct vessel CO2 emissions decreased by 19% in 2023 to 582.280 compared to 720,101 tons tons in 2022

(includes both Scope 1 and 3). The decrease was mainly due to the sale of the PSV fleet, but also better fuel efficiency on

the remaining fleet.

To align with new EU CSRD reporting requirements, vessel emission reporting has now split into two parts: Scope 1

emissions – emissions from vessels where Solstad pays for the fuel, and Scope 3 - indirect emissions where the client pays

for the fuel and have “operational control”. The direct Scope 1 emissions was reduced by 56% from 2022 to 2023 due to the

vessel sale and increased fuel efficiency.

For the remaining fleet (CSV and AHTS vessles) the average fleet CO2 emissions per operational vessel day was reduced

in 2023 compared to 2022 by a record high 3% improvement, even with a higher activity level. To ensure high vessel fuel

efficiency and reduced emissions, our key focus is on Solstad Green Operations (SGO). The operational vessel days

includes all CO2 emissions from the vessels during the year excluding idle periods such as port and yard stays. The KPI of

20 SGOs per day per vessels was achieved in 2023 (result 20,2 with 24.964 SGO’s done).

Our goal is to have zero oil spills to

the environment. In 2023, we had an

increase in the numbers and volume

of oil spills to the environment. Most

of the volume came from a single

spill incident. We had 788 liters of

spills in 2023, compared to 153 liters

and 292 liters of spills in 2022 and

2021, respectively.

By end 2023 we had an increase

in the share of female seafarers to

7%, compared to 6% in 2022. For

the onshore organization, the total of

female managers was at 23%, with a

target to reach 30% by 2030.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

The average CO2 emissions per vessel in

operation had a considerable reduction by

year end of 3%.

The total company Scope 1 emission were

reduced by 56% compared to 2022, mainly

due to the PSV fleet sale.

The average Solstad Green Operations

(SGO) per vessel per month were 20,2 in

2023, above the KPI for all vessels which is

to achieve 20 SGO’s every month.

The reduction of single-use water bottles

was about 100.000 from 2022 to 2023.

In 2023, the revenue from taxonomy-aligned

activities was 22%. The revenue for non-oil

and gas-related activities was 25%.

In 2023, we joined several international

projects to support our road to have net-zero

emissions by 2050.

• The new modular electrical architecture

and digital platform to optimize large

battery systems on ships (NEMOSHIP)

• The OceanCharger R&D project to

develop an electrical offshore ship

battery charging station

• A study together with SINTEF, two

competitors, and NSA to cooperate on

identifying the most promising green

technologies and fuels for offshore

vessels

Emissions and Environment

Business Transformation

Future-Ready

Sustainability Highlights 2023

Continued

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Corporate

Governance

The Board of Directors (the “Board”) of Solstad Offshore

ASA (“Solstad” or “the Company”) is responsible for

ensuring that the Company is organized, managed

and controlled in an appropriate manner in compliance

with applicable laws and regulations. It is the Board of

Directors’ view that compliance with generally accepted

corporate governance guidelines is important as it

contributes towards reduced risk, desired conduct, and fair

treatment of all stakeholders.

The Board of Directors therefore considers compliance

with generally accepted corporate governance guidelines

as an important prerequisite for long-term value creation.

The company strives to ensure that its internal control

mechanisms, organisation and management structures

comply with good corporate governance principles.

Solstad seeks to comply with the Norwegian Code

of Practice for Corporate Governance the “Corporate

Governance Code” or “the Code”), last revised 14

October 2021, which is available at the Norwegian

Corporate Governance Committee’s website www.nues.

no. The principal purpose of the Corporate Governance

Code is to ensure (i) that listed companies implement

corporate governance that clarifies the respective roles

of shareholders, the board of directors and executive

management more comprehensively than what is required

by legislation and (ii) effective management and control

over activities with the aim of securing the greatest

possible value creation over time in the best interest of

companies, shareholders, employees and other parties

concerned.

The following statement explains how Solstad addresses

the 15 topics defined in the Corporate Governance Code.

1. Implementation and Reporting

The Board is aware of its responsibility for implementation

of internal procedures and regulations to ensure that the

Company and its subsidiaries comply with applicable

principles for good corporate governance in line with

Norwegian and applicable international standards.

Good corporate governance is an integral part of the

decision-making process in matters dealt with by the

Board. Governing structures and controls help to ensure

that the policy is enacted upon. The work of the Board

of Directors is based on defined division of roles and

responsibilities between the shareholders, the Board

and management. Solstad has implemented specific

set of rules and procedures for the Board of Directors,

constituting the governance structure and administrative

procedures for their work.

According to Solstad’s own evaluation, the Company

deviates from the Corporate Governance Code on the

following points:

→ Section 6: Solstad deviates from the recommendation

to have all Board members present at the General

Meeting as the company deemed it satisfactory to

require the presence of the chairperson of the Board,

the chairperson of the nomination committee, the

auditor, and the CEO. Solstad also deviates from the

recommendation to establish routines for appointment

of an independent person to chair the General

Meeting, however the General Meeting’s agenda

allows shareholders to nominate an independent

chair.

→ Section 14: Due to the unpredictable nature of

a take-over situation, the Company has decided

not to implement detailed guidelines on take-over

situations. In the event of a take-over, the board of

directors will consider the relevant recommendations

in the Corporate Governance Code and whether

the situation entails that the recommendations in

the Corporate Governance Code can be complied

with or not. In a potential bid-situation, the Board of

Directors will work to inform shareholders and allow

time to decide on the offer. Furthermore, the Board of

Directors will issue a statement to the shareholders

with an assessment of the bid and a recommendation

of whether to accept it or not.

2. Business

Solstad is a world leading owner and operator of offshore

service vessels (OSVs), offering maritime services to

the global offshore oil and gas and renewable energy

industries. Solstad is a public limited liability company

organized under the laws of Norway and subject to

the provisions of the Norwegian Public Limited Liability

Companies Act.

The Company’s objective, as defined in its Articles of

Association, is shipping activities and any other associated

business, including the ownership of shares and stakes in

companies engaged in corresponding or related business

activities.

Solstad’s operations are based on cross border trade, and

interaction with people from many countries and different

cultures. The Company aims to be a socially responsible

operator and partner wherever it conducts its business. It

has adopted guidelines for corporate social responsibility

(“CSR”), based on the principles of the UN Global

Compact about CSR related to human rights, labour rights,

social concern, environment and climate issues, and anti-

corruption.

In addition, Solstad annually publishes a sustainability

report where it presents the main environmental, social

and societal (ESG), challenges the Company faces, and

how it approaches them. The defined material topics and

ESG priorities are integrated with the company’s business

strategy, and specific goals have been identified to improve

Solstad’s performance within these areas.

To discuss and evaluate goals, strategy and risk profile,

the Board of Directors conducts an annual strategy

meeting, where the main purpose is to set the long-term

direction for the company.

A further description of Solstad’s operations, goals,

strategy, and risk profile is provided in the Company’s

annual report, which shows how its operations and

strategies are aligned with objectives defined in the Articles

of Association.

3. Equity and Dividends

The Company’s solidity is continuously assessed. At

year-end 2023, the Company’s equity amounted to MNOK

1,825 and total assets were MNOK 19,635 – providing an

equity-to-asset ratio of 9.3 percent.

The Annual General Meeting determines the annual

dividend, based on the Board of Directors’ proposal. The

Company will not pay dividends for the 2023 financial year.

At the Annual General Meeting, held on 15 May 2023,

no authorization was given to the Board of Directors to

increase the Company’s share capital.

4.Equal Treatment of Shareholders

Equal treatment of all shareholders of Solstad Offshore

ASA is a core governance principle. Solstad has one class

of shares and is listed on Oslo Stock Exchange under

the ticker “SOFF”. All shares have equal rights, and each

share carries one vote at the General Meeting.

In situations where normal preferential rights shall be

deviated from, the Company’s Board of Directors is

proposed to prepare grounds for such a decision in

accordance with the Norwegian Code of Practice for

Corporate Governance and shall present these to the

General Meeting.

An authorization to the Board of Directors to acquire

treasury shares is normally contingent to take place at

Oslo Stock Exchange.

5. Shares and Negotiability

All shares in Solstad Offshore ASA are freely tradable. The

Company’s Articles of Association set no limitations on

transactions.

6. General Meeting

The interest of the Company’s shareholders is exercised

at the General Meetings. The Annual General Meeting

is normally held in the month of May or June. The 2023

Annual General Meeting is scheduled for 30 May 2024.

All shareholders with known address registered in the

Norwegian Central Securities Depository (VPS) will receive

an invitation to the General Meeting. According to the

Articles of Association, the notice and related documents

should be posted on the Company’s website and www.

newsweb.no no later than three weeks in advance. The

Company endeavours to ensure that the documents

contain all necessary information to enable shareholders

to vote on all matters. In line with article 7 of Solstad’s

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Articles of Association, shareholders should register their

attendance at least two workdays prior to the General

Meeting.

The Chairperson of the Board of Directors and chairperson

of the Nomination Committee take part in the General

Meeting, as does the Company’s Auditor. Board members

participate at the General Meetings when specifically

required. Solstad has not deemed it necessary to require

the presence of all members of the Board of Directors at

the General Meeting.

The Chairperson of the Board opens the General

Meeting. The General Meeting elects a person to chair

the meeting. Normally the chairperson of Solstad Offshore

ASA is nominated to chair the General Meeting, however

the General Meeting’s agenda allows shareholders to

nominate an independent chair. In case particular items on

the agenda require such measures, the Board of Directors

will also consider nominating an independent chairperson

to lead the General Meeting.

Shareholders who cannot attend the General Meeting, may

be represented by proxy and the procedures for voting by

proxy are described in the notice. The proxy authorization

form is designed to allow shareholders to vote on individual

items and individual candidates for election or re-election.

The agenda is determined by the Board of Directors,

according to article 6 of Solstad’s Articles of Association.

The minutes of the General Meeting are published as a

Stock Exchange notice and on the Company’s website.

7. Nomination Committee

The Articles of Associations states that the Company shall

have a Nomination Committee of 2-3 members, the final

number to be decided by the General Meeting.

The Nomination Committee shall propose candidates to

the Board of Directors and to the Nomination Committee,

and propose remuneration of the Board of Directors and

members of the Nomination Committee. A justification for

a new candidate up for election will include information on

the candidate’s competence, capacity and independence.

As part of its nomination process, the Nomination

Committee has contact with major shareholders, the Board

of Directors and the Company’s executive management to

ensure that the process takes both the Board of Directors’

and the Company’s needs into consideration.

The General Meeting will elect the members of the Nomination

Committee, including the chairperson, set their remuneration,

and set the guidelines for the committee’s work.

The guidelines for Solstad’s Nomination Committee

stipulates that the majority of the committee should be

independent of the Board of Directors and the Company’s

executive personnel. None of the members of the

Nomination Committee should simultaneously be a

member of the Company’s day-to-day management or the

Company’s Board of Directors.

The current members of the Nomination Committee are

Rune Lande (chair), Toril Eidesvik and Owe Høines. The

majority of the members are independent of the Board of

Directors and the Company’s executive management.

The guidelines for the Nomination Committee, and its

contact details, are available on Solstad’s website.

8. Board of Directors, Composition,

and Independence

Pursuant to Solstad’s Articles of Association, the

company’s Board of Directors shall consist of three to

seven members. The current Board of Directors consists

of five members, who have been elected by the General

Meeting.

Solstad strives to ensure that the Board of Directors has

a composition necessary to safeguard the interest of

the shareholders. The Board of Directors considers its

composition to be diverse and competent with respect to

expertise, capacity, gender and diversity adapted to the

Company’s objectives, main challenges and the common

interest of all shareholders. The Board of Directors

emphasizes the importance of efficiency as a collegial

body. The Board of Directors consists of three men and

two women.

The Board should be composed of Directors who act

independently of special interests, and the majority of the

Directors should be independent of any major shareholder.

As of 31 December 2023, Solstad’s Board of Directors

consists of Harald Espedal (chair), Ingrid Kylstad, Frank

O. Reite, Ellen Solstad and Peder Sortland. The majority

of the members of the Board of Directors are independent

of the Company’s executive personnel and material

business contacts. Harald Espedal, Ingrid Kylstad and

Peder Sortland are independent of the Company’s large

shareholders.

The Board of Directors does not include executive

personnel.

The Chairperson of the Board of Directors is elected by the

General Meeting.

Directors are elected for a two-year term. See the annual

report for a presentation of the Directors.

As of 31 December 2023, three of the five Directors

(Harald Espedal, indirectly, Ellen Solstad, indirectly and

Frank O. Reite, indirectly) owns shares in Solstad.

9. Work of the Board of Directors

The Board of Director has the overall responsibility to

oversee the organization, operation and management

of Solstad, whilst the CEO is responsible for day-to-day

management. Both the Board of Directors and the CEO

conduct their work through established procedures where

responsibilities and administrative procedures are outlined.

The procedures also state how the Board of Directors and

Executive Management shall handle agreements with

related parties, including whether an independent valuation

must be obtained. The Board of Directors should also

present any such agreements in their annual directors’

report.

The rules and procedures describe how the board is

responsible for reviewing and approving the organization’s

purpose, value or mission statements, strategies, policies

and goals related to sustainable development, and

delegate implementation of such matters to the company’s

management. The procedures also include stipulations to

ensure that the company has the necessary due diligence

and other processes in place to identify and manage its

impacts on the economy, environment and people, and

ensure that the management of the company engages with

relevant stakeholders to support these processes. At least

annually, the Board reviews the company’s sustainability

performance, including key performance indicators and

priorities going forward.

The Company maintains rules to ensure that the Board of

Directors and Executive Management report to the Board in

case of any direct or indirect material interest in any contract

signed by the Company. If the chairman of the Board of

Directors is, or has been, personally involved in matters

of a material character, the Board’s consideration of such

matters will be chaired by another member of the board.

In accordance with the Public Companies Act, Solstad

has an Audit Committee that is elected by the Board

of Directors. As of 31 December 2023, Solstad’s Audit

Committee consists of Frank O. Reite (chair), Ingrid

Kylstad and Peder Sortland. All Audit Committee members

are considered independent of the Company.

The Board of Directors has considered but not established

a remuneration committee. Instead, the Board of Directors

resolves matters relating to compensation paid to the

executive personnel. As a large majority of the Board

members are independent of the Company’s executive

personnel, it is the Board of Directors’ view that it is a

suitable body to help ensure a thorough and independent

preparation of matters relating to compensation paid to the

executive personnel.

The Board of Directors evaluates its own performance and

expertise on an annual basis, including its performance in

overseeing the management of the organization’s impacts

on the economy, environment and people. The evaluation

is submitted to the Nomination Committee.

10. Risk Management and Internal

Control

The Board of Directors seeks through its work to ensure

that the Company maintains good standards and further

improvements of internal control and appropriate systems

of risk management, considering the scope and nature

of the Company’s business, and the provisions that

govern the business. The Company has established a

system of operation and administration that relies on work

procedures and job descriptions. The system also covers

social responsibility and ethical guidelines. There is a

commitment to quality assurance. The Board of Directors

receives information about operational, administrative,

and financial developments in monthly reports. The

Board reviews the corporate strategy and the business

plan annually, including analysis of the Company’s risk

exposure. Exposure is monitored monthly through the

reports from the Administration. Procedures for internal

control is exercised according to the adopted guidelines

and reviewed with the auditor and Board of Directors on an

annual basis.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

11. Remuneration of Directors

The remuneration of the Board of Directors is determined

by the General Meeting, based on recommendation

from the Nomination Committee. The recommendation

is normally linked to the directors’ responsibilities,

competence and time commitment, taking the company’s

size and complexity into consideration. The remuneration

is in line with comparable companies in the industry. The

amounts involved are reported in the annual report.

The remuneration of the Board of Directors is not linked

to the Company’s performance. The directors do not have

share options.

In cases where directors of the Board should undertake

significant additional work for the Company, all directors

will be informed and fees shall be approved by the

Board of Directors. The fees are reported in the financial

statements. All transactions between directors or

employees (or companies that they represent or are

associated with) on the one hand, and the Company on

the other, are implemented in accordance with the arm’s

length doctrine.

12. Remuneration to Executive

Management

The remuneration of the CEO is determined by the

Board of Directors. The guidelines for remuneration of

the Executive Management are presented to the General

Meeting and remuneration guidelines can be found on the

Company website. A Remuneration Report, which details

remuneration figures and principles for the Company’s

Executive Management, is published on Solstad’s website

annually. Executive Management remuneration consists

of three elements: Base salary, pension contribution, and

variable pay – bonus.

The company’s executive bonus system is designed

to promote performance in line with the company’s

strategy. The variable salary is determined by the

Company’s performance on a pre-defined set of key

performance indicators and is linked to the Company’s

priorities, defining clear deliverables that are critical for

the company’s future success. The final executive bonus

outcome is specifically reserved as a matter for the Board

of Directors. The variable salary is limited to a specific

percentage share of the base salary.

13. Information and Communication

The Company has a policy of treating all shareholders and

other market participants equally, communicating relevant

information on significant developments of the Company´s

business and standing in a timely manner.

All information distributed to the Company’s shareholders,

including financial reports, is published on Oslo Stock

Exchange’s website (www.newsweb.no) and the

Company’s website simultaneously. A financial calendar

and other shareholder information is available on the

Company’s website.

The Board of Directors has established guidelines for the

Company’s contact with shareholders other than through

general meetings. These guidelines – the “IR policy” – is

available at Solstad’s website.

The Company seeks to adhere to the Oslo Børs Code of

Practice for Investor Relations.

14. Take-overs

The shares in the Company are freely tradable, and

the Articles of Association do not hold specific defense

mechanisms against take-over situations. In a potential

bid-situation, the Board will work to inform Shareholders

and allow time to decide on the offer. Furthermore, the

Board will issue a statement to the shareholders with an

assessment of the bid and a recommendation of whether

to accept it or not.

15. Auditor

The Auditor of the Company is elected at the Annual

General Meeting, which also approves the Auditor’s

remuneration. The Auditor sets out the highlights of the

audit plan to the audit committee annually. The auditor also

presents a report with its views and observations regarding

the accounting principles, risk areas, internal control

routines, and other aspects. Furthermore, the Auditor will

each year deliver a written report to affirm its compliance

with certain impartiality and objectivity standards. The

Auditor attends Board Meetings to discuss the financial

statements for the year and attends the Annual General

Meeting.

Important consultancy work performed by the Auditor

requires prior approval by the Board of Directors. The

remuneration to the auditor is reported in the financial

statements. Once a year, the Board of Directors meets

with the Auditor for discussions without the CEO or other

representatives from the administration present.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Social Media

Highlights 2023

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Annual Accounts

2023

2023 2022 Note

Continuing operations

Charter income 6,730,333 4,582,973 6

Other operating income 248,644 195,310 6

Total operating income 6,978,977 4,778,283

Personnel expenses -1,592,920 -1,447,967 12,13,21

Administrative expenses -762,330 -273,077 29

Other operating expenses -1,817,179 -1,437,861 12

Operating expenses -4,172,429 -3,158,905

Net gain/-loss on sale of assets 517,567 -8,637 6,9

Operating result before depreciation and impairment 3,324,115 1,610,741

Depreciation -918,101 -802,025 9,10

Depreciation capitalised periodic maintenance -185,174 -194,604 9

Impairment and reversal of impairment -296,983 584,183 9,10

Income from investment in joint ventures 19,935 20,418 15

Operating result 1,943,792 1,218,713

Income from investments in associates -4,824 722 15

Interest income 131,700 46,436 11

Other financial income 2,400 12,113 11

Interest charges -1,683,318 -1,063,228 11

Other financial expenses -44,771 -558,406 11

Net financial items -1,598,813 -1,562,363

Result before taxes from continuing operations 344,979 -343,650

Tax on result -56,641 -98,061 20

Net result from continuing operations 288,337 -441,711

Discontinued operations

Net result from discontinued operations 118,799 -676,092 4

Net result 407,136 -1,117,803

Comprehensive income:

Translation adjustments foreign currency -348,547 -218,660

Comprehensive income that may be creclassified in subsequent periods -348,547 -218,660

Acturial gain /(loss) -1,272 947 21

Comprehensive income that may not be reclassified in subsequent periods -1,272 947

Total comprehencive income 57,317 -1,335,516

Consolidated Statement of Comprehensive Income

Amounts in NOK 1,000

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

2023 2022 Note

Net result of continued operations attributable to:

Non-controlling interests 3,186 5,222

Equity holders of the parent 285,152 -446,933

Net result of discontinued operations attributable to:

Non-controlling interests 3,521 -10,009

Equity holders of the parent 115,278 -666,083

Comprehensive income attributable to:

Non-controlling interests 6,707 -4,788

Equity holders of the parent 50,610 -1,330,728

Comprehensive income 57,317 -1,335,516

Earning per share for continuing operations (basic and diluted) - majority (NOK) 3.64 -5.81 18

Earning per share for discontinuing operations (basic and diluted) - majority (NOK) 1.47 -8.66 18

Consolidated Statement of Financial Position

Amounts in NOK 1,000

ASSETS 2023 2022 Note

Non-current assets

Deferred tax assets 2,117 4,351 20

Vessels 1,180,806 16,814,184 9

Right-of use-assets 2,789,345 3,345,812 10

Capitalized periodic maintenance 116,737 789,537 9

Other tangible fixed assets 17,709 28,382 9

Investment in joint ventures 188,655 156,235 15

Loans to associates and joint ventures 63,141 55,829 17,19

Investments in associates 581 2,323 15

Investments in shares - 2,991 15

Non-current receivables 32,179 57,536 25

Total non-current assets 4,391,271 21,257,181

Current assets

Inventory 23,095 228,197 27

Account receivables 312,428 1,232,487 7,26

Contract assets 319,617 222,193 26

Other current receivables 229,906 475,948 26

Market based shares - 21,000 15

Cash and cash equivalents 501,014 2,170,072 7,22

Total current assets 1,386,060 4,349,897

Assets held for sale 13,858,010 412,052 5,9

TOTAL ASSETS 19,635,341 26,019,130

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

EQUITY AND LIABILITIES 2023 2022 Note

Equity

Paid-in equity

Share capital (82,346,796 a 1,-) 82,347 77,309 17

Treasury shares - - 17

Share premium 189,457 180,387

Total paid-in equity 271,804 257,696

Retained earnings

Other equity 1,555,427 1,504,816

Total retained equity 1,555,427 1,504,816

Non-controlling interests -2,680 -9,387 15

Total equity 1,824,550 1,753,125

Liabilities

Non-current liabilities

Pension liabilities 5,158 20,381 21

Other financial liabilities 1,121 12,425

Interest bearing liabilities 630,587 16,637,362 7,8

Leasing liabilities 1,795,630 3,564,963 7,8 ,10

Other non-current liabilities 1,046 1,046 8

Total non-current liabilities 2,433,542 20,236,177

Current liabilities

Accounts payable 138,762 694,564 7

Taxes payable 24,715 228,409 20

Contract liabilities - 3,597 28

Current interest bearing liabilities 11,380,520 2,460,689 7,8

Current leasing liabilities 1,965,474 147,113 7, 8,10

Other current liabilities 383,963 495,456 28

Total current liabilities 13,893,433 4,029,828

Liabilities directly associated with the assets held for sale 1,483,816 -

Total liabilities 17,810,791 24,266,005

TOTAL EQUITY AND LIABILITIES 19,635,341 26,019,130

Harald Espedal

Chairman

Ellen Solstad

Director

Frank O. Reite

Director

Lars Peder Solstad

CEO

Peder Sortland

Director

Ingrid Kylstad

Director

Consolidated Statement of Changes in Equity

Amounts in NOK 1,000

capital

Treasury

premium

Translation

adjustments

Other

equity

Total

majoirty

Non-

controlling

interests

Total

equity Note

Equity

01.01.2023 77,309 - 180,387 728,145 776,672 1,762,512 -9,387 1,753,125

Result - - - - 400,430 400,430 6,707 407,136 18

Actuarial gain/

loss (-) - - - - -1,272 -1,272 - -1,272 21

Translation

adjustments - - - - 348,547 - - 348,547 - - 348,547

Total

comprehensive

income - - - - 348,547 399,157 50,610 6,707 57,317

Capital increase

private placement 5,038 - 9,070 - - 14,108 - 14,108 17

Equity

31.12.2023 82,347 - 189,457 379,598 1,175,829 1,827,231 - 2,680 1,824,550

Equity

01.01.2022 75,609 - 176,927 946,805 1,888,740 3,088,081 -4,599 3,083,481

Result - - - - -1,113,016 -1,113,016 -4,788 -1,117,803 18

Actuarial gain/

loss (-) - - - - 947 947 - 947 21

Translation

adjustments - - - -218,660 - -218,660 - -218,660

Total

comprehensive

income - - - -218,660 -1,112,068 -1,330,728 -4,788 -1,335,516

Capital increase

by convertion of

debt 1,700 - 3,460 - - 5,160 - 5,160 17

Equity

31.12.2022 77,309 - 180,387 728,145 776,672 1,762,512 -9,387 1,753,125

Retained earnings is included in Other equity.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Consolidated Statement of Cash Flow

Amounts in NOK 1,000

2023 2022 Note

Cash flow from operations

Result before tax from continuing operations 344,979 -343,650

Result before tax from discontinuing operations 121,572 -669,474

Taxes payable -93,072 -31,561 20

Depreciation, impairments, and reversal of impairments 838,672 780,990 9,10

Gain (-)/ loss non-current assets -526,686 -179,919 9

Interest income -131,394 -47,152

Interest expense 2,034,452 1,404,972

Non-cash refinance effects -4,392 -16,691

Effect of change in pension assets -2,427 -1,043

Unrealised currency gain/ -loss 156,948 938,084

Change in current receivables and payables -366,472 -269,181

Change in other accruals 303,399 -119,563

Net cash flow from operations 2,675,578 1,445,813

Cash flow from investments

Investment in PP&E -106,033 -124,912 9

Payment of periodic maintenance -524,289 -488,011 9

Proceeds from sale of PP&E (vessels) 7,213,025 450,268 4,9

Payment of non-current receivables 6,377 -8,029

Received interests 131,394 47,152

Investments in other shares/interests -79,995 - 15

Net cash flow from investments 6,640,479 -123,532

Cash flow from financing

Paid-in capital 14,108 -

Lease interests paid -233,664 -233,521 8

Lease instalments -148,075 -28,246 8

Paid interests -1,152,457 -839,280 8

Repayment of non-current debt -8,146,167 -546,117 8

Net cash flow from financing -9,666,255 -1,647,164

Effect of changes in foreign exchange rates 63,097 35,929

Net change in cash and cash equivalents -350,198 -324,884

Cash and cash equivalents at 01.01 2,170,072 2,459,027 22

Cash and cash equivalents at balance sheet date 1,882,971 2,170,072 22

Notes

Notes to condensed statement of comprehensive income

and statement of financial position. All figures in NOK 1,000

unless otherwise stated.

Note 1: Accounting Policies Information

Corporate information

The Group, Solstad Offshore ASA (“SOFF” or “the

Company”), operates a shipping business from its head

office in Nesavegen 39, 4280 Skudeneshavn, Norway, and

its main activities are the operation of offshore service and

construction vessels. The Group is listed on Oslo Stock

Exchange.

Solstad Offshore ASA Group includes Solstad Offshore

ASA, subsidiaries incorporated in several countries (see

Note 14 for an overview of consolidated companies), and

our share of investments in joint ventures and associates

(see Note 15).

The Group signed an agreement with U.S.-based

Tidewater Inc., dated 7 March 2023, for the sale of 37

PSVs for a total amount of MUSD 580. The transaction

was closed on 5 July 2023. Assets included in the

transaction were assessed to be Assets held for sale

during this period. The sale marked an exit for SOFF from

the PSV operations, and the PSV segment has been

determined to constitute discontinued operations, see Note

2 and Note 4 for further information

On October 23, 2023, the Group, through its subsidiary

Solstad Shipholding AS signed an agreement with Aker

Capital AS (Aker) and AMSC ASA (AMSC) for a refinancing

of parts of Solstad Shipholdings activity, together with DNB

Bank ASA and Export Finance Norway. The agreement

would refinance the fleet loan that would mature 31 March

2024. The Refinancing resulted in an ownership of 31.6%

of the now new sub-parent company Solstad Maritime

Holding AS (Solstad Maritime), thought the capital injection

from Aker and AMSC into Solstad Maritime. The capital

injection was completed 16 January 2024. The sub-group

Solstad Maritime has been classed as Asset held for sale.

See Note 2 and Note 5 for further information.

The financial statements were approved by the Board

of Directors on 30 April 2024 and will be presented for

approval by the Annual General Meeting.

Statement of Compliance and Basis for

Preparation

The consolidated financial statements have been prepared

in accordance with IFRS® Accounting Standards as

adobted by the EU. The consolidated financial statements

have been prepared on a historical cost basis, except for

debt related to non-core vessels and shares that have

been measured at fair value. The consolidated financial

statement are presented in Norwegian Kroner. Throughout

the Notes all figures are stated in NOK thousand unless

clearly stated otherwise.

Enumerated amounts presented in tables and statements

may not always agree with the calculated sum of the

related line item due to rounding differences. The aim is

for each line item to agree with its source and therefore

there may be rounding differences affecting the total when

adding up the presented line items.

Going Concern

The annual accounts are prepared on the assumption of

a going concern. The major part of the financing solution

supported by Aker Capital AS, AMSC ASA, DNB Bank

ASA and Eksportfinans Norge AS that was announced

in October 2023 (the “Refinancing”) was completed

on 16 January 2024 (Reference Note 2). The going

concern assumption is based on the level of cash and

cash equivalents and equity at reporting date, terms and

conditions of the Refinancing agreement with banking and

borrowing facilities, the forecasted cash flow prognosis for

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

the Company and the backlog position as of 31 December

2023. The main portion of the Group’s external debt

which includes the Group’s secured debt, and the residual

claim of in total approx. MNOK 1,883 guaranteed by the

Company related to the former Normand Maximus lease

arrangement, matures in 2027.

The Group saw continued strengthening of the market

during the year despite of a challenging macroeconomic

environment. With an expected continued positive outlook

in the energy market, and the high focus on energy

transition, we also expect an active offshore marked in the

coming period. Due to the macroeconomic environment,

we see increase in expenses due to inflation and increased

interest expenses for the Group.

There is no significant uncertainty with respect to going

concern.

Summary of Material Accounting

Policies

Changes in Accounting Policies

The Group has not implemented any new accounting

standards or otherwise made any significant changes to

accounting policies during 2023.

The following updates were implemented:

• Amendments to IAS 8 Accounting policies, changes

in Accounting Estimates and Errors; Definition of

Accounting Estimates.

• Amendments to IAS 1 Presentation of Financial

Statements and IFRS Practice Statements 2:

Disclosure of accounting Policies

The implementation did not have any impact on the

valuation or recognition and/or derecognition in the

financial statements, however it did for presentation and

definitions in the financial statements. Other changes to

IFRS are not expected to have any significant impact on

recognition and measurements.

Issued, not yet effective IFRS standards and amendments

not yet implemented

IFRS standards and amendments not yet implemented

may have an impact on the Group’s financial reporting.

However, the current updates and changes to the issued

standards and amendments not yet implemented, have

been assessed to currently not significantly impact the

financial statement

Change of Presentation of Net Gain/Loss on Sale

of Assets

The Company has reassessed its presentation of Net

gain/-loss on sale of assets in the Consolidated Statement

of Comprehensive Income. From 1 January 2023 the Net

gain/-loss on sale of assets is presented in the Operating

result before depreciations and impairments. It has previously

been presented after Operating result before depreciations

and impairments, within the operating result. The Company

believes that the current classification provides more relevant

information to the users of its financial statements as selling

vessels at the end of their useful lifespan is part of the

ordinary operations of the Group, and it is also more aligned

to practices adopted by its peers.

The change of classifications has no effect on the Net

results or Equity reported in prior periods. Comparative

periods have been restated.

Effect on change of accounting principle:

2022As presented 1,619,378Net gain/loss on sale of assets -8,637Restated 1,610,741

Consolidation

The consolidated financial statements comprise of the

financial statements of Solstad Offshore ASA and its

subsidiaries as of 31 December each year. Any deviating

accounting policies are adjusted for in this consolidation.

The Group accounts present the total profit or loss

and each component of OCI and financial position of

Solstad Offshore ASA and its subsidiaries as one. The

consolidated accounts include companies in which Solstad

Offshore ASA has control. Control is achieved when the

Group is exposed, or has rights, to variable returns from

its involvement with the investee and has the ability to

affect those returns through its power over the investee.

Generally, there is a presumption that ownership of more

than 50 percent of the voting shares results in control.

Subsidiaries are consolidated 100 percent line by line in

the group accounts. Subsidiaries are consolidated from

the date on which control is transferred to the Group and

cease to be consolidated from the date on which control

is transferred out of the Group. The Group has concluded

that there is one investment, Maximus Limited, that is not

consolidated, even though the ownership is 100 percent.

The reasons is that Maximus Limited is a non-controlling

interest due to the current financing agreement, giving

lenders control and return on the entity.

Acquisitions of business are accounted for using the

acquisition method of accounting. The consideration

transferred is measured at fair value at acquisition date.

The purchase price is allocated to identifiable assets and

liabilities from the subsidiary and is recognized at fair value

in the consolidated accounts at the acquisition date.

All inter-company transactions, receivables, liabilities and

unrealized profits, as well as intra-group profit distributions,

are eliminated.

The non-controlling interest in equity is reported separately

in the consolidated financial statements. The Group has

chosen to use fair value on assets and liabilities for the

initial recognition of non-controlling interests.

Investments in Associates and Joint

Ventures

The Group’s investment in its associates and joint ventures

are accounted for under the equity method of accounting.

An associate is an entity in which the Group has significant

influence, but which is not a subsidiary. A joint venture

is an entity in which the Group has joint control through

entering into an agreement of joint control, requiring

unanimous consent in strategic decisions (decisions

relating to relevant activities).

The Group holds an interest in two joint ventures, Normand

Installer SA and Omega Subsea Robotics AS, and an

interest in the following associates, Solstad Offshore

Crewing Services Philippines, Windstaller Alliance AS,

Remota Holding AS and Maximus Limited. The financial

statements of the joint ventures and associates are

prepared for the same reporting period as the Group. The

accounting policies of the companies are aligned with

those of the Group.

Investments in an associate and joint ventures are

recorded in the balance sheet at cost plus post-acquisition

changes in the Group’s share of net assets of the

associate or joint venture, less any impairment in value.

The profit or loss from investments in associates and

joint ventures are presented as separate line items in

the Consolidated Statement of Comprehensive income.

Changes recorded directly in the associates’ or joint

ventures’ comprehensive income or equity, are recognized

pro-rata in the Group accounts, and are, where applicable,

presented in OCI or equity.

Non-Current Assets Held for Sale and

Discontinued Operations

The Group classifies non-current assets and disposal

groups as held for sale if their carrying amounts will be

recovered principally through a sale transaction rather than

through continuing use. Non-current assets and disposal

groups classified as held for sale are measured at the

lower of their carrying amount and fair value less costs

to sell. Costs to sell are the incremental costs directly

attributable to the disposal of an asset (disposal group),

excluding finance costs and income tax expense. The

group has concluded that the sub-group Solstad Maritime

Holding group should be presented as held for sale as of

year-end 2023. Additional disclosures are provided in Note

5 Assets Held for Sale.

Property, plant and equipment and intangible assets

are not depreciated or amortized once classified as

held for sale. Assets and liabilities classified as held for

sale are presented separately as current items in the

statement of financial position. Discontinued operations

are excluded from the results of continuing operations

and are presented as a single amount as profit or loss

after tax from discontinued operations in the statement of

profit or loss. Additional disclosures are provided in Note

4 Discontinued Operations. All other notes to the financial

statements include amounts for continuing operations,

unless indicated otherwise.

The Group has assessed that the sale of the PSV fleet

was a discontinued operation. The sale of the subgroup

Solstad Maritime Holding and its subsidiaries in January

2024 are assessed to be held for sale as at 31 December

2023, however not as discontinued operations. See Note 2

for further information on key accounting matters.

Financial Assets

The Group’s financial assets are trade receivables, lease

receivables other current assets (such as contract assets),

other non-current assets and cash and cash equivalents.

The classification of financial assets at initial recognition

depends on the financial asset’s contractual cash flow

characteristics and the Groups’ model for managing

them. With the exception of trade receivables that do

not contain a significant financing component, the Entity

initially measures its trade receivables at its fair value plus

transaction costs. Trade receivables that do not contain

a significant financing component are measured at the

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

transaction price determined under IFRS 15.

The Group classifies its financial assets in two categories:

• Financial assets at amortized cost - all financial assets

except for investments in shares

• Financial assets at fair value through profit or loss

(FVTPL) - investments in shares

Impairment of Financial Assets

For trade and other receivables, lease receivables and

other non-current assets, the Group applies a simplified

approach in calculating ECLs. Therefore, the Group does

not track changes in credit risk, but instead recognizes a

loss allowance based on lifetime Estimated Credit Losses

(ECLs) at each reporting date, based on its historical credit

loss experience.

Further disclosures relating to impairment of financial

assets are also provided in Note 2 Significant judgements,

Accounting Estimates and Assessments and Note 9

Property, Plant and Equipment.

Contract Assets

A contract asset is initially recognised for revenue earned

from work performed where the receipt of consideration is

conditional on successful completion or acceptance of the

customer. Upon completion of the work and acceptance by

the customer, the amount recognised as contract assets is

reclassified to trade receivables.

Financial Liabilities

The Group initially recognizes financial liabilities at

fair value less transaction cost, that are subsequently

measured at amortized cost except for financial liabilities

at fair value through profit or loss (FVTPL). Debt related

to non-core vessels are subsequently measured at

FVTPL, the value of debt was directly linked to the

value of the vessel. Debt measured at FVTPL were

repaid/derecognized in 2022. Other financial liabilities

are subsequently measured at amortized cost using

the effective interest method. The Group has also had

loan assessed to be below market interest rate at initial

recognition. The difference has been recognized and

amortized as interest expense over the period until

maturity of the debt. Interest expense is recognized in

profit or loss. Any gain or loss on derecognition is also

recognized in the statement of profit or loss.

Derecognition of Financial Liabilities

The Group derecognizes a financial liability when its

contractual obligations are discharged or cancelled or

expired. The Group also derecognizes a financial liability

when its terms are modified, and the cash flows of the

modified liability are substantially different in which case

a new financial liability based on the modified terms is

recognized at fair value. The difference between the

carrying amount and the consideration paid is recognized

in the statement of profit or loss.

Contract Liability

A contract liability is recognised if a payment is received,

or a payment is due (whichever is earlier) from a customer

before the Group transfers the related services. Contract

liabilities are recognised as revenue when the Group

performs under the contract (i.e., transfers control of the

related services to the customer).

Classification of Items in the Balance Sheet

Current assets and current liabilities are items which mature

within one year of the balance sheet date as well as any

items relating to the normal operating cycle. The current

portion of the non-current debt and other liabilities for which

there is no unconditional right to defer the settlement of the

liability for at least twelve months after the reporting period

are classified as current liabilities. Investments in shares,

not considered as strategic, are classified as current assets.

Cash and cash equivalents are classified as current assets,

unless restricted from being used during the following 12

months. All other assets and liabilities are classified as non-

current assets and liabilities.

Foreign Currency Translation

The functional currency for Solstad Offshore ASA and the

presentation currency for the Group is Norwegian Kroner

(NOK). Transactions in foreign currencies are recorded at

the currency rate on the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies

are translated at the rate of exchange at the balance

sheet date. Differences arising on settlement or translation

of monetary items are recognized in profit or loss. Non-

monetary items such as vessels that are measured in

terms of historical cost in a foreign currency are translated

using the exchange rate at the date of initial transaction.

Group Companies

On consolidation, assets and liabilities of Companies with

a functional currency other than NOK is translated at the

rate of exchange at the balance sheet date. The statement

of profit and loss are translated at exchange rates at the

date of the initial transaction. The exchange differences

arising on translation for consolidation are recognized in

OCI. The Group has operations through-out the world,

however the main sources of translation difference is

through USD, AUD and BRL.

The Group’s most used currencies had the following

exchange rates at the balance sheet date:

GBP USD EUR BRL AUDPer 31.12.23 12.934 10.172 11.241 2.096 6.912Per 31.12.22 11.854 9.857 10.514 1.865 6.700

Segment Information

The Group reports internally to the executive management

on operating- and geographical segments. The executive

management group is the Chief Operating Decision maker

(CODM) and monitors the operating results of its business

units separatly for the purpose of making decisions about

resource allocation and performance assessment. The

operating segments are divided into the following four

segments:

• AHTS: Anchorhandling vessels

• Subsea

• Renewable

• Discontinued segment in 2023 - PSV: Platform

Supply Vessels

The Group owns and operates AHTS and CSV vessels.

The different types of vessels operate in different markets

and management reviews operational results within these

markets.The Group focuses on the renewable market, and

as a consequence vessels operating renewable contracts

has been deemed as a separat segment for SOFF group,

included to the AHTS and Subsea segments. The previous

PSV segment has been classified as discontinued

operations. The segments coincide with the operational

structure of the Company, being three departments

responsible for each segment.

Any other activities, including vessels under construction,

are included in a separate segment. Overhead expenses

are apportioned between the segments based on the

share of operating expenses. All accounting policies

applied in the segment reporting are the same as used in

the Group reporting.

The Group presents activities by geographical markets

in the segment note based on the location of the Group’s

vessels and operations throughout the year.

Property, Plant and Equipment - Impairment

Charges and Depreciation

Property, plant and equipment acquired by Group

companies are stated at historical cost, except the assets of

acquired subsidiaries that are stated at the fair value at the

date of acquisition. Depreciation is calculated on a straight-

line basis and adjusted for residual value and impairment,

if any. Residual value is the current estimated amount

that would be obtained from disposal of the asset, after

deducting the estimated cost of disposal, as if the asset

were already of the age and in the condition anticipated at

the end of its useful lifespan. The book value of the property,

plant and equipment on the balance sheet represents the

cost less accumulated depreciation and any impairment.

Refer to Note 2 Significant Judgements, Accounting

Estimates and Asserssments, and Note 29 Contingent

Liabilities, Assets and Provisions for further information.

The residual value and expected useful lifetime assumptions

of long-lived assets are reviewed at each balance sheet

date, and where they differ significantly from previous

estimates, depreciation charges are amended accordingly.

The business segments are the Group’s strategic units

of control. However, while determining the recoverable

amount, each vessel is treated as one cash-generating

unit. Gains and losses on disposal are determined by

comparing the disposal proceeds with the carrying value

and any gain or loss is included in operating profit.

Leases

Right-of-use-assets

Right-of-use-assets are recognized at cost at the

commence date. The cost of right of use assets

included the amount of lease liabilities recognised. After

initial recognition, the right of use asset is recognised

to cost, less depreciation and impairment losses at

the commencement of the lease. The cost of the

assets includes the recognized lease liabilities, initial

direct expenses, and lease payments made prior to

commencement.

Lease liabilities

At the commencement date of the lease, the Group

recognizes lease liabilities measured at the present value

of lease payments to be made over the lease term. The

lease payments include both fixed and variable lease

payments that depend on index or rate, and amounts

expected to be paid under residual value guarantees.

When calculating present value of the lease the

incremental borrowing rate at the beginning of the lease

is used, if the implicit rate is unavailable. The incremental

borrowing rate (IBR) for vessels are set using an

assessment around lessors cost of capital, interest rate

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

based on the Group’s weighted average cost of capital

and adjusting for the term length. For offices the IBR is set

through a reference interest free rate and including margin

for similar-currency loan for the Group and the equivalent

property yield in similar market on offices. Subsequently,

the amount of the lease liability is increased to reflect

the accretion of interest and reduced for lease payments

made. The liability is remeasured if modifications or

changes to the lease terms occur.

Cash and Cash Equivalents

Cash and cash equivalents comprise of cash in hand,

current deposits and other short-term highly liquid

investments with maturity dates of less than three months.

Bank overdrafts are included within borrowings in current

liabilities on the balance sheet. Restricted bank deposits

are funds on separate bank accounts for tax deductions.

Inventories

Inventories consist mainly of bunkers onboard the vessels.

Provisions

A provision is recognised when the Group has an obligation

to fullfil as a result of a previous event. The main provision for

the Group is towards foreign tax, either as corporate income

tax or value added taxes/import taxes, see Note 29 Contingent

Liabilities, Assets and Provisions, for further details.

Tax

Tax payable is based on taxable profit for the year and

calculated using tax rates that have been enacted as of the

balance sheet date.

Deferred tax is calculated using the liability method at tax

rate expected to be applied of all temporary differences

between the taxable value of assets and liabilities and their

booked amounts at the end of the accounting year. Any

temporary differences that may increase or decrease tax

are offset and recorded as a net figure.

Pension Obligations

The Group has a defined benefit plan for seafarers and

administrative personnel, and a contribution plan for

administrative personnel hired after 1 January 2007. Cost

for contribution plans is recognized in profit and loss when

incurred.

The liability of the defined benefit pension plan is the

present value of the defined benefit liability at the balance

sheet date minus the fair value of plan assets. The defined

benefit liability is calculated by independent actuaries

using the projected unit credit method and is measured

as the present value of the estimated future cash outflows

using interest rates of government securities that have

terms maturing at the same time as the liability.

Revenue from Contracts with Customers -

Charter Income

Income and expenses relating to charter contracts

are apportioned according to the number of days for

each contract occurring before and after the end of the

accounting period. The contract begins when the vessel

is “delivered” to the charterer and ends when the vessel

is “redelivered” to SOFF. Charter revenue is recorded

net after deduction for direct, contract-related charter

expenses. Any loss on contracts is accrued when a

loss is probable. Revenue from bareboat agreements is

regulated by IFRS 16. The time charter contracts contain

both a lease component that is regulated by IFRS 16

and a service component that is regulated by IFRS 15.

Both the lease component and the service component

are recognized together as revenue in operating income

(Reference Note 6 Operating Income, Reporting by

Segments and Geographical Markets for split).

Leases, in which a significant portion of the risks and

rewards of ownership are retained by the lessor, are

classified as operating leases. Lease income for the

leasing of vessels is recognized as operating leases and

recognized in the income statement on a straight-line basis

over the lease period. The lease period commences from

the time the vessel is made available to the tenant and

terminates upon agreed return.

Mobilization and demobilization fees are related to the

period before the delivery of the vessel, and after the

redelivery of the vessel. No performance obligation

is fulfilled at that time, and the fees are classified as

prepayments and amortized over the contract period.

Related mobilization cost and expected demobilization

costs, and other costs incurred to be able to fulfil a

contract, are also amortized over the contract period.

Revenue from Contracts with Customers -

Other Income

Other income, such as victualling and management fees,

are recognized in the period in which the performance

obligations are being satisfied. The Group has mainly

delivery over time on the other income. The largest

components are connected to victualling and other crew,

where the performance obligation is assessed to be on a

daily basis and the revenue is derived through the agreed

contract day rates.

Government Grants

Grants related to the net tax agreement and crew subsides

are recorded as a reduction in expeses.

Insurance Claims

For damage on the Group’s vessels and equipment,

resulting in payments (averages) from insurance

companies, compensation is presented net with the

corresponding expense. Reimbursable and expenses are

recognized and classified in accordance with the type of

expenses, while compensation is presented separately as

a reduction in expenses.

Cash Flow

The Group applies the indirect method. Investment in

shares and other liquid assets with maturity over three

months are not included under cash equivalents.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 2: Significant Judgements, Accounting Estimates and Assessments

The preparation of financial statements in conformity with

IFRS requires the use of estimates and assumptions that

affect the reported amounts of assets and liabilities, the

disclosure of contingent assets and liabilities at the date

of the financial statements, and the reported amounts of

income, expenses, and financial items during the reporting

periods. Accounting estimates are employed in the

financial statements to determine reported amounts. These

estimates are based on management’s best judgement

and conditions considered to be realistic. Situations or

changes may occur in the market which may result in

changes to the estimates, thereby impacting the Group’s

assets, liabilities, equity and result.

Assessments, estimates and assumptions which have a

significant effect on the accounts are summarized below:

Significant Judgements

Assets Held for Sale

The classification as asset held for sale is based on

management’s judgement of an assessment of assets

available for immediate sale, and where the Group is

actively marketing the vessels for sale. Sale is considered

highly probable before a reclassification to asset held

for sale is done. The Group’s strategy will impact the

judgement, as well as the current market conditions.

Divestments of PSVs

An agreement for the sale of 37 PSVs was signed on 7

March 2023, and an assessment regarding classification

as Held for Sale was performed by the Company. The

Company concluded that the highly probable criteria were

met at the time of signing the contract. At that time a binding

agreement had been entered into between independent

parties, the banks had approved the transaction, and

the risk regarding competition authorities approval was

considered low. The transaction was closed on 5 July 2023.

An assessment regarding classification as discontinued

operation was also performed. The Company concluded

that the PSVs represented a component of the entity

that could be clearly distinguished from the rest of the

company, both operationally and for financial reporting

purposes. All vessels are seen as separate cash

generating units, and the PSV vessels have been reported

as a segment in accordance with IFRS 8. The component

thus represented a separate major line of business and

should be presented as discontinued operations. The net

result for the operation is presented on a single line in

the Consolidated statement of comprehensive income.

Comparative periods have been restated.

Refinancing and Loss of Control

With reference to the agreement signed 23 October 2023

(Reference to Note 1), Solstad Maritime Holding AS has

in 2024 received equity contribution from Aker Capital

and AMSC. The impact of the equity contribution is that

Solstad Offshore ASA has today a stake of 31.6% in Solstad

Maritime Holding Group (‘Solstad Maritime’), which will

be reduced to 27% as a result of the equity contribution

from Solstad Offshore ASAs shareholders, (which is fully

guaranteed by Aker Capital), expected to be completed in

Q2 2024. Solstad Offshore ASA will derecognize the Solstad

Maritime Group as of transaction date 16 January 2024, and

recognize an investment of associate at the same time.

In accordance with the requirements in IFRS 5, the

company has made an assessment regarding the

classification of Solstad Maritime group as Held for sale.

The Company concluded that the “Highly probable” criteria

were met at the time of signing the term sheet on 12

October 2023. At that time a term sheet had been entered

into between independent parties proiding a refinancing

solution that would be in the interest of the involved

parties. The assets and liabilities of Solstad Maritime is

classified as Held for sale from this date. The Company

has also stopped depreciations from this date. At the date

of initial recognition as asset held for sale, a measurement

of the assets and liabilites book value against fair value

less cost to sell was performed, and a subsequent

measurement of book value against fair value less cost to

sell was also performed as of 31 December 2023. The loss

is allocated to non-current assets (Reference to Note 5

Assets Held for Sale).

The fair value less cost to sell is set for the group of

assets and liabilities in Solstad Maritime group. Based on

judgement, the fair value less cost to sell was based on

the SOFF Group’s portion of Solstad Maritime after the

equity contributions and loss of control (27 percent). The

estimate is supported by valuation report and corroborating

valuation assessments. Furthermore, the transaction

agreement was included in this valuation as this is a

binding contract for the Group (Reference to Note 5 Assets

Held for Sale).

The Company has made an assessment regarding

classifiying Solstad Maritime as discontinued operations.

Solstad Maritime was not considered a separate major

line of business or geographical area of operations

in accordance with IFRS 5, and is not presented as

discontinued operations. The operations in Solstad

Maritime is not related to a specific segment. Solstad

did not dispose of a separate major line of business or

geographical area of operation, only parts of major line

of business. The share of revenues, fixed assets and

number of vessels in Solstad Maritime in proportion to the

Group is assessed not to be “major”. Furthermore, Solstad

Maritime was operationally (and for CODM decision

making purposes) not clearly distinguishable from the rest

of Solstad Group.

Solstad Maritime currently has four vessels on bareboat

charters to Solstad Offshore ASA. Solstad Offshore ASA

has assessed if there should be recognized an impact in

terms of IFRS 16 as a sale-leaseback transaction. There

is little guidance on derecognition of subsidiaries and

subsequent recognition of leasing transaction in IFRS.

Solstad Offshore has assessed and concluded to not

recognize any sale-leaseback accounting and established

a policy to use IFRS 10.25 (derecognition/sale of

subsidiary) for these types of transactions, and not include

a sale-leaseback in the impact assessment of the disposal

group. The leases will be recognized as a new lease as of

transaction date.

Solstad Offshore has assessed that as per 31.12.2023

debt to credit institutions is not part of liabilities directly

associated with the assets held for sale. Debt to credit

institutions for vessels owned by Solstad Maritime as

of year-end was held by the parent company Solstad

Shipholding AS, with intercompany balances towards

Solstad Maritime. The new financing is held by Solstad

Maritime, which in term was used to extinguish the

financing that was in place as of 31.12.2023.

Accounting Estimates

Vessel

The carrying amount of the Group’s vessels represents 75

percent of the total balance. Consequently, judgements

and estimates linked to the vessels have a significant

impact on the Group’s financial statements. Depreciation

is calculated on a straight-line basis over the useful life of

the asset. Depreciable amount equals historical cost less

residual value.

Useful Life of Vessels

The depreciation depends on the estimated useful life of

the vessel. The Group’s policy is that useful life is 20 years.

This is based on strategy, experience and knowledge of

the types of vessels under the Group’s control. For some

vessels useful life may be considered higher or lower than

20 years, dependent on the specific plan for the vessel.

This is subject for management’s judgement.

Residual Value

The level of depreciation depends on the residual value

of the vessel. Assumptions concerning residual value are

made based on knowledge of the market for secondhand

vessels. The estimate of residual value is based on a

market value of a charter free vessel less sales related

expenses. Fair values are based on estimates obtained

from three independent brokers and updated annualy.

Further adjustments are made to account for age of the

vessel, with a factor starting from 50% and increasing to

100% as the vessels age increase to useful life. Changes

in environmental requirements may impact the residual

value, and economical lifetime, but the Group has

implemented several measures to ensure the fleet will be

in compliance with changes in such requirements. Wear

and tear, technical and commercial obsolescence and

environmental requirements are factors

affecting the assessment of the useful life To maintain the

residual value, vessels are modified to be competitive in

the market, and maintain secondhand price.

Impairment test of Vessels

For the purpose of assessing impairment for vessels,

assets are grouped at the lowest levels for which there are

separately identifiable cash flows (cash-generating units,

CGU). Each vessel together with associated contracts is

considered a separate CGU.

Test for impairment is performed for all vessels based

on value in use-calculations. For vessels in the category

“Divestment” in the forecasts, a simplified impairment

test is performed, based on broker values. Brokers

value is set as an average of three acknowledge and

independent brokers. The brokers estimates are based on

their judgement of the market, “willing buyer and willing

seller”. The assumptions used in the broker estimates,

and the estimated values, are assessed by management.

Assets held for sale are measured at the lower of its

book value and fair value less costs to sell at the time of

reclassification.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Value in Use

Estimated cash flows are based on next year’s budgets per

vessel and forecasted earnings going forward. For each

vessel, a budget and five years plan are prepared. The

budget process is detailed and includes approvement up

to the board of directors. Estimated future cash flows are

based on historical performance per vessel, in combination

with current market situation and future expectations. For

the period after the five-year plan, internal and external

analyses together with historical performance serve as

a decision basis for managements judgements. Critical

assumptions in the assessment are related to WACC and

income rates/utilization. Reference Note 9 Property, Plant

and Equipment.

For vessels on firm contracts over the period, the

assumption is that the contracts run up until expiry.

Customer’s execution of options is weighted to include

uncertainty in the expected cash flow. For vessels

without contract, assumptions derived from comparable

vessels and contracts in combination with other market

information are considered when estimating future income.

Management’s assumption is that markets are normalized

to historical rates, with a gradual increase over the

remaining period.

Discounting Rate

The discounting rate is based on a weighted average cost

of capital (WACC) for the Group. The cost of equity is

derived from the ten-year interest rate for state bonds (risk-

free interest rate), market risk premium and an unlevered

beta (Damodaran for Western Europe). The debt element

of the discounting rate is based on the risk-free interest

rate, plus a premium equivalent to the difference between

risk-free interest rate and market rates. The discounting

rate used for 2023 is 11.5%.

Climate and Regulatory Risks

The entity constantly monitors the latest regulatory

changes in relation to climate-related matters. Regulatory

changes in climate requirements may impact future cash

inflows for the Entity, but based on the managements

judgements as of 31 December 23 no material effects are

identified for the prognosis period.

Please also refer to Note 9 Property, Plant and Equipment.

Note 3: Major Transactions / Events

Major Transactions / Events in 2023

Strategic sale of the PSV fleet

All 38 vessels within the PSV-fleet were sold in 2023. The

Group signed an agreement with U.S. based Tidewater

Inc, dated 7 March 2023, for the sale of 37 Platform Supply

Vessels (PSV) for a total amount of USD 580 million. The

closing of the sale was 5 July 2023. In addition, 1 vessel

was sold in a separate transaction in February 2023.

Company Refinancing

On 23 October 2023 a financing solution supported

by Aker Capital AS, AMSC ASA, DNB Bank ASA

and Eksportfinans Norge AS was announced (the

“Refinancing”). The agreement involves:

• Successful refinancing of Solstad’s fleet loan maturing

31 March 2024

• Aker Capital will contribute minimum NOK 2.25 billion

in equity in a new entity to be established (“Solstad

Maritime Holding”) below SOFF

• AMSC will contribute 100 percent of the shares in

the entity owning the CSV Normand Maximus valued

at NOK 1.0 billion against receiving new shares in

Solstad Maritime Holding

• Shareholders in SOFF will be offered to subscribe

new shares in Solstad Maritime Holding to raise gross

proceeds of NOK 750 million

• A new fleet loan of NOK 9.7 billion underwritten by

DNB and Eksfin

• Maturity of the residual claim relating to the CSV

Normand Maximus extended similarly to the maturity

of the new credit facilities

• The Solstad Group continues to operate as today with

no effect on employees and clients

The major part of the Refinancing was completed on 16

January 2024, outstanding item is the implementation

of an offering of gross proceeds of MNOK 750 that the

board of Solstad Maritime Holding has been authorised to

complete towards shareholders in the Company (Solstad

Offshore ASA) (other than Aker Capital) as of 27 October

2023 (as registered with VPS in 31 October 2023). Aker

Capital has guaranteed for the MNOK 750 offering. After

the Refinancing Solstad Offshore ASA will have a direct

ownership of Solstad Maritime Holding of 27 percent.

Major Transactions / Events in 2022

Sale of vessels

During the year, the Group disposed of the remaining 13

vessels classified as non-strategic, in addition three core

vessels were sold.

Fleet Renewal

The Company has since 2017 installed battery hybrid

solutions to reduce emissions to the environment. During

2022 another two vessels were upgraded so per year

end 2022 the company had a total of ten battery hybrid

vessels. In addition, another nine vessels have shore

power installed.

Normand Maximus

In October 2022 a new lease agreement was executed for

Normand Maximus, securing the vessel being a part of the

Solstad Group. The transaction was accounted for as a

modification of a lease according to IFRS 16. Refer to note

2, 8 and 10 for further details on the transaction.

Additional Services

Strengthened the Company’s strategic presence in the

offshore services market by establishing JV partnetships

with Østensjø and DeepOcean (Remota JV), and Omega

(Omega JV).

The War in Ukraine

In February 2022, Russian armed forces invaded

Ukraine. The Group was present in Ukraine with an

office managing crewing services within the Group, and

employes approx. 400 ukrainian crew. None of the Group’s

offshore operations were affected of the outbreak of the

war. Management has throughout the year handled the

development proactively, including sanctions and direct

and indirect impacts. The onshore services performed

in Ukraine was forced to be performed outside Ukraine.

Subsequent, Ukraine operation was divested as a part of

the PSV transaction.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 4: Discontinued Operations

The Company signed an agreement with U.S.-based Tidewater Inc., dated 7 March 2023, for the sale of 37 PSVs for a total

amount of MUSD 580 million. The transaction was closed on 5 July 2023. Assets included in the transaction were classified

as held for sale. The assets have been included in the PSV segment in accordance with IFRS 8 in prior periods. The PSV

operations have been determined to constitute discontinued operations as all PSVs were disposed of in the transaction, and

the net result for the operation is presented on a single line in the Condensed statement of comprehensive income effective

1Q 2023. Comparative periods have been restated.

In the profit and loss statement for discontinued operations a net loss of MNOK 44 was booked in the Net gain/loss on the

sale of assets related to the Tidewater transaction in 2023. In addition a net reversal of impairment of MNOK 614 has been

booked on Impairment fixed assets related to the transaction due to subsequent measurement of carrying value of assets

held for sale against fair value less cost to sell (Refer to Note 9 Property, Plant and Equipment).The loss of MNOK 44 is due

to currency effects from the last subsequent measurement of carrying value against fair value less cost to sell on 30 June

2023 to the closing of the transaction on 5 July 2023.

Below is the Net result for discontinued operations presented. The full Net result for discontinued operations in 2022 and

2023 relates to the PSV segment.

Amounts in NOK 1,0002023 2022Discontinuing operationsCharter income 1,133,833 1,712,348Other operating income 14,369 9,500Total operating income 1,148,202 1,721,848Personnel costs -446,431 -840,643Administrative expenses -147,173 -184,397Other operating expenses -310,918 -408,739Operating expenses -904,522 -1,433,779Net gain/-loss on sale of assets 12,713 161,127Operating result before depreciation and impairment 256,393 449,196Depreciation -23,696 -242,914Depreciation capitalised periodic maintenance -28,552 -97,405Impairment fixed assets 613,834 -28,225Income from investment in joint ventures - -Operating result 817,979 80,651Income from investments in associates - -Interest income -305 716Other financial income - -Interest charges -351,134 -341,744Other financial expenses -344,967 -409,097Net financial items -696,407 -750,125Result before taxes 121,572 -669,474Tax on result -2,773 -6,618Net result from discontinuing operations 118,799 -676,092

Net cash flows generated/(incurred) by discontinuing operations:

Amounts in NOK 1,0002023 2022Operating 160,916 191,637 Investing -279,422 -151,763 Financing -603,090 -224,754 Net cash inflow/outflow -721,596 -184,880

Net cash flows generated/(incurred) from the sale of discontinued operations:

Amounts in NOK 1,0002023Cash received from sale of the discontinued operations* 6,172,838 Cash sold as part of discontinued operations - Net cash flow from discontinued operations 6,172,838

* Cash related to Tidewater transaction

Note 5: Assets Held for Sale

Assets held for sale as of 31 December 2023 are assets and liabilites related to Solstad Maritime (Reference to Note 2).

Intercompany balances between Solstad Maritime and the remaining Solstad Offshore Group have been eliminated, and is

not reflected in the balances in accordance with IFRS 5. The interest-bearing debt as of 31 December 2023 related to the

vessels owned by the Solstad Maritime will be held in the remaining Solstad Offshore Group through subsidiary Solstad

Shipholding AS. The debt was repaid when the major part of the Refinancing in Solstad Maritime was completed on 16

January 2024 through settlement of intercompany balances (Reference Note 8 Mortage Debt and Other Liabilities).

At the date of initial recognition as asset held for sale (on 12 October 2023), a measurement of the assets and liabilites

book value against fair value less cost to sell was performed, with no loss recognized. This measurement was reperformed

as of 31 December 2023. As of 31 December 2023, the carrying value of Solstad Maritime, before adjusting for the

transaction, was MNOK 2,198. It was assessed that the transaction agreement should also be included in the valuation as

part of the disposal group, as the contract would give restrictions to a potential new owner of the Solstad Maritime group.

The fair value of the Solstad Maritime including the transaction agreement would be the value after the capital injections,

and is estimated at MNOK 1,620 (reflecting the Solstad Offshore group share of 27%). This is the value that will be

recognized as the carrying value of the associate at the date of the initial recognition in January 2024.

Solstad Offshore group recognized an impairment of NOK 578 million on Solstad Maritime in 4Q 2023. Approximately 1/3

of the impairment refers to each of the items 1) removal of deprecation of vessels since AHFS, 2) unrealized gain on debt

in foreign currency and 3) net result from operations. The impairment is recognized against non-current assets included as

part of assets held for sale.

Below is a specification of the balances that constitue the Assets held for sale and Liabilites directly associated with the

assets held for sale in the Consolidated statement of Financial Position:

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Amounts in NOK 1,000ASSETS 2023 2022 NoteNon-current assetsDeferred tax assets 4,000 Vessels 9,898,380 402,979 9Right-of use-assets 116,724 - 10Capitalized periodic maintenance 512,819 9,073 9Other tangible fixed assets 6,433 - 9Investments in associates 42,906 - 15Investments in stocks and shares 2,991 - 15Other non-current receivables 11,669 - 25Total non-current assets 10,595,921 412,052 Current assetsInventory 77,730 - 27Account receivables 1,193,804 - 26Contract assets 221,002 - 26Other current receivables 365,096 - 26Market based shares 22,500 - 15Cash and cash equivalents 1,381,956 - 22Total current assets 3,262,089 - TOTAL ASSETS 13,858,010 412,052 LIABILITIESNon-current liabilitiesPension liabilities 15,577 - 21Other financial liabilities 1,669 -Interest bearing liabilities - - 8Leasing liabilities 100,513 - 7,10Total non-current liabilities 117,759 -Current liabilitiesAccounts payable 335,704 -Taxes payable 152,335 - 20,29Contract liabilities 11,560 - 28Other current liabilities 844,399 - 28Current leasing liabilities 22,059 - 7,10Total current liabilities 1,366,058 -Total liabilities 1,483,816 -

Amounts included in accumulated OCI 2023 2022 NoteActurial gain/loss (-) 1,944 -Translation adjustments -614,469 -Reserve classified as held for sale -612,525 -

The major classes of assets, liabilities and comprehensive income effects for Solstad Maritime Group are presented below.

Intercompany transactions between Solstad Group and Solstad Maritime Group is eliminated in Solstad Group.

Amounts in NOK 1,0002023 2022Balance sheet:Cash and cash equivalents 1,381,956 1,909,280Current assets 2,300,952 2,271,732Non-current assets 10,891,703 16,229,726Current liablilities -12,398,486 -16,053,121Non-current financial liabilities -117,759 -3,154,991Net assets 2,058,366 1,202,626Profit and loss:Continuing operations:Revenues 5,096,266 4,972,193Operating expense -2,789,497 -3,422,893Net gain/loss on sale of assets 76,351 152,528Depreciations -699,356 -,1,022,368Impairment 189,848 642,596Net financial items -1,389,305 -,2,168,150Result before taxes 484,307 -846,094Taxes -57,075 -32,182Net result continuing operations 427,232 -878,276Discontinued operations:Net result discontinuing operations 195,140 -Net result 622,372 - 878,276Comprehensive income:Translation adjustments foreign currency -333,285 -138,829Acturial gain/ (loss) 1,944 604Comprehensive income -331,341 -138,225Total comprehensive income 291,031 -1,016,501

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 6: Operating Income, Reporting by Segments and Geographical

Markets

Operating Income

The Group’s revenues mainly derive from offering vessels and maritime personnel to customers world wide. Basically all

contracts with customers are contracts with day rate. Contracts with day rate are contracts where income is earned on a day-

by-day basis, based on an agreed day rate with the customer. Revenue from contracts with day rate is recognized accordingly.

The agreed day rate is divided into a service element and a lease element. The service element includes the maritime

services provided to navigate the vessel according to the customers requirements, while the lease element is the estimated

rental of the vessel (equipment). Refer to Note 10 for more information related to the lease element.

Some of the contracts also includes victualling and onshore project management. Victualling is meals and bedding provided

to the customers personnel onboard the vessel. The Group also provides ordinary management services, such as technical

services, crewing, incurance and commercial management for vessels not owned by the Group. Revenue on services,

mentioned above, are recognized over time, as the performance obligation is satisfied over time.

For the year ended 31.12.2023Operating income AHTS Subsea* Renewable Other** TotalService element from contracts with day rate 620,064 757,206 441,656 - 1,818,926Management fees 2,243 474 6,135 27,202 36,054Victualling 10,361 120,959 61,377 - 192,698Additional crew and other services 4,780 34,662 567 - 40,009Revenue from contracts with customers 637,448 913,301 509,735 27,202 2,087,686Lease element from contracts with day rate (Note 10) 1,356,638 2,279,222 1,255,432 - 4,891,292Total operating income 1,994,086 3,192,523 1,765,167 27,202 6,978,977

* Subsea segment includes results from one remaining PSV after the discontinuing of the PSV segment. The remaining one PSV has been

modified to a CSV type vessel in 2023. Comparative numbers has been restated.

** See below under Reporting by Segments and Geographical Markets for definition

For the year ended 31.12.2022Operating income AHTS Subsea* Renewable Other TotalService element from contracts with day rate 564,958 714,630 331,622 - 1,611,211Management fees 1,337 5,383 230 - 6,950Victualling 7,752 87,476 65,363 - 160,592Additional crew and other services 8,043 30,385 567 - 38,995Revenue from contracts with customers 582,091 837,874 397,782 - 1,817,747Lease element from contracts with day rate (Note 10) 880,533 1,405,678 674,326 - 2,960,536Total operating income 1,462,625 2,243,551 1,072,107 - 4,778,283

* Subsea segment includes results from one remaining PSV after the discontinuing of the PSV segment. The remaining one PSV has been modified

to a CSV type vessel in 2023. Comparative numbers has been restated.

2023 2022Assets held for saleTrade recieveables from charters (Note 5) 312,428 1,193,804 1,232,487Contract assets 319,617 221,002 222,193Contract liabilities - 11,560 3,597Costs to fulfill a contract - 17,334 70,477

For the majority of contracts, payment is generally due within 30-60 days after the end of each month or 30-60 days after

the service is completed. Payment terms for all other services is normally 30 days after services is invoiced.

Revenue recognised in 2023 that was included in the contract liability balance at the beginning of the year amounts to

MNOK 3.6 (MNOK 0 in 2022).

The Group had three customers with more than 10% of total revenue in 2023. The group had one customer with more than

10% of the revenue in 2022.

Operating Lease

Some of the Group’s vessels are rented out on long-term charter parties. Income from these vessels is recognized as

operational leases.

31.12.2023 31.12.2022Present value Present value Minimum minimum Minimum minimum paymentpaymentpaymentpaymentNext year 4,245,780 4,142,224 5,252,748 5,124,632Year 2 1,648,757 1,569,311 1,756,227 1,671,602Year 3 757,611 703,517 1,176,172 1,092,192Year 4 310,896 281,657 815,972 739,230Year 5 182,126 160,973 236,184 208,752Over 5 years 386,468 333,250 - -Finance cost - 340,707 - 400,893Total minimum lease payment 7,531,639 7,531,639 9,237,303 9,237,303

Backlog figures per 31 December 2023 are reflecting the group structure as per 31 December 2023. Approximately MNOK

2,050 of the firm backlog is related to vesels 100 percent owned by the Group after the Refinancing (Reference Note 8

Mortage Debt and Other Libilities)

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Reporting by Segments and Geographical Markets

The Group’s main activity is to offer ships and maritime personnel in all geographical regions.

Internally the Company reports and monitors it’s operation in the following segments

• AHTS: Anchorhandling vessels

• PSV: Platform supply vessels - Discontinued segment in 2023 (Reference Note 4 Discontinued operations)

• Subsea: Construction vessels operating subsea construction contracts

• Renewable: Vessels operating renewable contracts

• Other: Income and cost not related to identified segments. In 2023 it is management fee and cost related to

management of vessels for Tidewater following the sale of the PSVs. It also includes adjustment of VAT accrual for

foreign operations (Reference Note 29 Contingent Liabilities, Assets and Provisions)

Figures are exclusive share result from joint ventures.

AHTS Subsea (4)2023 2022 2023 2022Revenue from contracts with customers 637,448 582,091 913,301 837,874 Lease element from contracts with day rate 1,356,638 880,533 2,279,222 1,405,678 Total operating income 1,994,086 1,462,625 3,192,523 2,243,551 Crew expenses 614,033 581,911 675,950 611,452 Other expenses 549,442 465,054 982,355 789,095 Total operating expenses 1,163,474 1,046,964 1,658,305 1,400,547 Net gain/loss on sale of assets 67,901 -7,108 449,666 -1,530 Bunkers 104,047 73,422 53,473 51,558 Operating result before depreciations and impairment (1) 794,464 335,130 1,930,410 789,917 Assets and liabilitiesFixed assets 3,558,686 3,733,753 7,538,254 9,873,967 Investments in JV and associates 12,455 - 208,625 156,235 Total assets 3,571,141 3,733,753 7,746,879 10,030,202Segment liabilities 3,702,527 4,174,484 8,644,277 10,125,891 Total liabilities 3,702,527 4,174,484 8,644,277 10,125,891 Other segment informationInvestment in tangible fixed assets 11,164 17,163 22,311 53,401 Addition of periodic maintenance 97,158 182,254 144,998 114,504 Depreciations and write-downs (2) 257,640 285,277 542,449 44,577

Renewable Other2023 2022 2023 2022Revenue from contracts with customers 509,735 397,782 27,202 -Lease element from contracts with day rate 1,255,432 674,326 - -Total operating income 1,765,167 1,072,107 27,202 -Crew expenses 239,656 233,427 - -Other expenses 588,774 334,953 339,320 -Total operating expenses 828,430 568,379 339,320 -Net gain/loss on sale of assets - - - - Bunkers 25,379 18,035 - - Operating result before depreciations and impairment (1) 911,358 485,693 -312,118 -Assets and liabilitiesFixed assets 3,273,941 1,963,627 - -Investments in JV and associates 11,042 - - -Total assets 3,284,983 1,963,627 - -Segment liabilities 3,332,252 2,164,030 - -Total liabilities 3,332,252 2,164,030 - - Other segment informationInvestment in tangible fixed assets 14,467 36,157 - -Addition of periodic maintenance 18,726 33,420 - -Depreciations and write-downs (2) 162,498 2,181 - -

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Total2023 2022Revenue from contracts with customers 2,087,686 1,817,747Lease element from contracts with day rate 4,891,292 2,960,536Total operating income 6,978,977 4,778,283Crew expenses 1,529,638 1,426,789Other expenses 2,459,891 1,589,102Total operating expenses 3,989,530 3,015,891Net gain/loss on sale of assets 517,567 -8,637Bunkers 182,900 143,014Operating result before depreciations and impairment (1) 3,324,115 1,610,741Assets and liabilitiesFixed assets 14,370,880 15,571,347Investments in JV and associates 232,123 156,235Unallocated assets (3) 5,032,338 10,291,548Total assets 19,635,341 26,019,130Segment liabilities 15,679,056 16,464,405Unallocated liabilities (3) 2,131,735 7,801,599Total liabilities 17,810,791 24,266,005Other segment informationInvestment in tangible fixed assets 47,942 106,721Addition of periodic maintenance 260,882 330,178Depreciation and writedowns (2) 962,587 332,035

(1) The segment result is presented exclusive gain/ loss sale of assets, interests, currency gain/ loss and other financial items.

(2) Depreciation includes both ordinary depreciation and depreciation of periodic maintenance.

(3) The discontinued PSV segment is included in unallocated assets and liabilites with MNOK 5,683 in assets and MNOK 6,493 in liability in 2022

(4) The Subsea segment includes results from one remaining PSV after the discontinuing of the PSV segment. The remaining one PSV has been

modified to a CSV type vessel in 2023. Comparative numbers has been restated with a net effect on Total operating income of MNK 61, Total operating

expenses om MNOK 48 and operating result before depreciations of MNOK 13 for the Subsea segment in 2022.

Reconciliation of Profit

2023 2022Operating segment result before depreciations and impairment (1) 3,324,115 1,610,741Depreciation -918,101 -802,025Depreciation capitalised periodic maintenance -185,174 -194,604Impairment fixed assets -296,983 584,183Income from investment in joint ventures 19,935 20,418Income from investment in associates -4,824 722Interest income 131,700 46,436Other financial income 2,400 12,113Interest charges -1,683,318 -1,063,228Other finance expenses -44,771 -558,406Result before tax 344,979 -343,651

The Group’s vessels operate in several geographical areas during a year. Allocation between the different areas is based in

charter income.

Revenues are allocated to the following areas:

2023 2022North Sea 35 % 2,431,579 38 % 1,831,096North- and Central America 2 % 131,203 6 % 288,249Mediterranean / remaining part of Europe 9 % 615,419 5 % 250,417Africa 16 % 1,124,306 8 % 391,027South America 26 % 1,785,798 25 % 1,213,327Australia 5 % 376,306 7 % 351,571Asia 7 % 514,366 9 % 452,596Total 100 % 6,978,977 100 % 4,778,283

The Group’s vessels generally operate in more than one geographic region during the year. Therefore assets cannot be

allocated per segment in accordance with IFRS 8.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 7: Financial Market Risk, Financial Instruments

General

The Group is exposed to several types of financial risks through its operations. Financial market risks, such as currency

rates, interest rates and charter rates, influence the value of the Group’s financial assets, liabilities and future cash flows.

Management monitors the financial market risks. When a risk factor is identified, action should be taken to reduce this risk.

The main strategy to reduce financial market risk has been the use of financial derivatives, both for the specific exposure

and for the net exposure of the Group. Where financial derivatives are appropriate, only conventional derivatives are used.

Given the Group’s financial position during the period, the Group has had limited possibility to enter into new financial

derivatives.

Derivatives would only be used to manage the risk to fluctuations in interest and currency rates. The Group does not use

financial derivatives to achieve financial income if no underlying exposure exists.

Management performs a continuous evaluation of the effect of financial instruments on the accounts with a view to hedge

accounting. Based on this evaluation, hedge accounting is not used. The use of financial instruments is not significant when

compared to the Group’s level of activity, revenues and equity.

Credit Risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,

leading to a financial loss.

The Group operates in a cyclical business, where exposure to losses on trade fluctuates. The business has recovered over

the last years, and no material losses have been recognized. Due to the nature of the business concentration risk is present

to some degree. Counterparties are concentrated in few industry sectors, and even though the Group operates worldwide,

there is a consentration of counterparties in specific geographical markets. Management continously review and assess

mitigating responses to limit the concentration risk.

Status for accounts receivables is shown in the table below. Based on the composition of the customers, the Group applies

an individual assessment for expected loss on trade receivables.

The Group is also exposed through guarantees issued on behalf of subsidiaries, joint ventures and associates. As the value

of the assets placed as security for the guaranteed mortgages exceeds the loans, the credit risk related to the guarantees is

considered to be acceptable. However, a potential forced sale situation could have a significant impact on the value of the

mortgaged vessels. For further details refer to note 8.

The following table shows the ageing of account receivables:

0 -1 month 1 - 3 months Older than 3 per 31.12.2023 Not yet dueover dueover duemonths TotalNet carrying amount 1,141,981 259,685 49,923 54,642 1,506,232Net carrying amount classified as Asset held for sale -862,067 -227,182 -49,923 -54,631 -1,193,804Net carrying amount 279,914 32,503 - 11 312,428

0 -1 month 1 - 3 months Older than 3 per 31.12.2022 Not yet dueover dueover duemonths TotalNet carrying amount 1,029,375 119,317 40,589 43,206 1,232,487

Set out below is the movement in the allowance for expected credit losses of trade receivables:

2023 2022As at 1 January 27 275 75,223Provision for expected credit losses -24 026 -56,565Foreign exchange movement -1 626 8,617Assets held for sale -2 482 -As at 31 December -858 27,275

Interest Risk

Interest rate risk is the risk that the fair value of future cashflows of a financial instrument will fluctuate because of changes

in market interest rates.

The Group’s exposure to changes in interest rates relates primarily to the Group’s non-current loans and leasing obligations

with floating interest rates. To mitigate exposure to interest rate fluctuations the Group previously entered into fixed interest

rate contracts for parts of the non-current liabilities.

As of 31.12.2023 and 31.12.2022 there are no fixed-interest contracts.

Following the restructuring of the Group in 2020, the majority of its loan agreements with fixed interest rates through CIRR

financing was refinanced through a new senior reinstated multicurrency term loan facility. As per 31.12.2023, 5.3% (2022

3%) of the of the Group’s loan agreements consisted of fixed interest rates through CIRR financing. The remaining debt had

floating interest rates. Per 31.12.2023 and 31.12.2022 the Group had no exposure in neither interest swaps nor currency

swap agreements.

The following table shows the sensitivity of the Group’s result before taxes at a reasonable change in the interest rate, while

all other variables are unchanged:

Increase / decrease in basis points Effect on result before tax+ / - 300 2023 + / - 342,644+ / - 300 2022 + / - 565,977

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in

foreign exchange rates.

The Group’s presentation currency is NOK. Revenues are earned in NOK, USD, BRL, AUD, GBP and EUR. The Group’s

future charter revenues are partly hedged using foreign currency loans. This hedging reduces the effect of fluctuation in

currency rates on the profit and loss account.

The following table shows the sensitivity of the Group’s profit and loss before tax due to changes in USD, GBP, AUD, EUR

and BRL versus NOK. All other variables remain unchanged. These variations are mainly due to changes in the Group’s

charter income.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Change in all currencies Effect+ / - 10% 2023 + / - 352,486+ / - 10% 2022 + / - 254,349Change in USD Effect+ / - 10% 2023 + / - 161,297+ / - 10% 2022 + / - 91,571Change in GBP Effect+ / - 10% 2023 + / - 27,432+ / - 10% 2022 + / - 23,019Change in AUD Effect+ / - 10% 2023 + / - 37,035+ / - 10% 2022 + / - 36,238Change in EUR Effect+ / - 10% 2023 + / - 33,835+ / - 10% 2022 + / - 39,541Change in BRL Effect+ / - 10% 2023 + / - 92,888+ / - 10% 2022 + / - 63,980

The Group’s non-current debt has the following allocation as at 31 December 2023; NOK 26% and USD 74%. The

corresponding allocation for 2022 was NOK 27% and USD 73%.

With a reasonable change in the currency of USD versus NOK of 10 % the effect on equity and result before tax would have

been MNOK 0,874 in 2023 (MNOK 1,394 in 2022) (excluding liabilities directly associated with the assets held for sale).

Liquidity Risk

Liquidity risk is the risk that the Group will be unable to fulfill its operational- and financial obligations as they fall due.

The Refinancing of Solstad, which was announced on 23 October 2023, involved repayment of the outstanding BNOK 11.2

under the secured loan agreement that was entered into in connection with the 2020 restructuring of the Group. The main

portion of the Group’s external debt which includes the Group’s secured debt, and the residual claim of approx. MNOK

1,883 guaranteed by the Company related to the former Normand Maximus lease arrangement, matures in 2027. The

Group monitors its available cash through a continued evaluation of its liquidity position combined with a rolling medium and

long term cash flow forecast of its operational activities.

The following table shows the maturity of the Group’s financial obligations based on contractual, undiscounted cash flows:

Less than 3 to 12 2 to 3 4 to 5 Over 5 per 31.12.20233 monthsmonthsyearsyearsyears TotalInterest bearing liabilities (1) 11,427,604 24,096 93,146 202,610 343,898 12,091,355Lease obligations (2) 1,864,794 100,679 310,154 1,423,634 61,842 3,761,103Account payables 138,762 - - - - 138,762Interest payments 338,524 174,475 414,530 143,967 39,523 1,111,019Liabilities directly associated with the assets held for sale 341,051 16,712 47,546 26,175 26,792 458,27614,110,735 315,962 865,377 1,796,386 472,054 17,560,514

Less than 3 to 12 2 to 3 4 to 5 Over 5 per 31.12.20223 monthsmonthsyearsyearsyears TotalInterest bearing liabilities 440,751 2,019,584 15,906,804 832,251 370,745 19,570,136Lease obligations (2) 34,547 109,335 1,909,138 1,563,391 95,665 3,712,076Account payables 694,564 - - - - 694,564Interest payments 368,566 1,067,673 719,156 118,672 41,763 2,315,8291,538,428 3,196,593 18,535,098 2,514,314 508,173 26,292,606

(1) Interest bearing liabilities classified as current in 2023 includes BNOK 11.2 of the fleet loan, and MNOK 246 related to

the Superior loan, both falling due on 31 March 2024. Reference to Note 8 Mortage Debt and Other Liabilities.

(2) Lease obligation for Normand Maximus of MNOK 1,950 is classified as current liability in 2023 (MNOK 101 in 2022).

MNOK 1.833 is related to the Resiual Claim which is falling due on 31 March 2024. Reference to Note 8 Mortage Debt and

Other Liabilities.

Capital Structure and Equity

The governing principle for the Group is that the company should have a solid balance sheet and liquidity reserves sufficient

to support its business, future liabilities and maximize shareholder value at all times. Equity ratio increased in 2023, mainly

due to ithe sale of the PSV fleet, partly offset by increasing interests and weakened NOK versus USD.

31.12.2023 31.12.2022Total equity 1,824,550 1,753,125Total assets 19,635,341 26,019,130Equity ratio 9% 7%

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Financing Risk

The following table shows the total mortgage loan based on existing financing and their maturity dates as per 31.12.2023:

Average Drawn Maturity interval Interest intervalinterestLoan, fixed interest 669,491 10/11/2026 10/03/2031 3.64% 6.30% 4.86%Loan, floating interest 11,421,459 31/03/2024 10/12/2027 4.50% 13.33% 7.19%

The following table shows the total mortgage loan based on existing financing and their maturity dates as per 31.12.2022:

Average Drawn Maturity interval Interest intervalinterestLoan, fixed interest 704,225 10/11/2026 10/03/2031 3.63% 6.10% 4.87%Loan, floating interest 18,865,911 30/06/2023 07/03/2029 3.80% 13.04% 4.24%

Fair Value

Estimated market values on financial instruments nominated in other currencies than NOK are determined using the

currency rate at the balance sheet date. Fair value of the Groups interest- and interest-/currency swaps are determined

using the currency and interest rate at the balance sheet date. Nominal value of cash and loan obligations is normally a

reasonable estimate of the items’ market value. The estimated fair value of the Group’s non-current loan obligations is

based on the estimated market interest level at the balance sheet date. The fair value of shares in non-listed companies

are estimated based on the relevant company’s financial report, focusing on the Group’s share of its booked equity, and

therefore a thorough evaluation is required prior to estimating the market value.

Set out below is a comparison, by class, of the carrying amounts and fair values of the Group’s financial instruments, other than

those with carrying amounts that are reasonable approximations of fair values (e.g. accounts receivable and accounts payable):

Financial assets 2023 2022Carrying Carrying Noteamounts Fair valueamounts Fair valueCash to bank 22 501,014 501,014 2,170,072 2,170,072Investments in shares (non-current) 15 581 581 5,315 5,315Other non-current receivables 32,179 32,179 57,536 57,536Total financial assets 533,774 533,774 2,232,923 2,232,923Classifed as Assets held for sale 1,436,531 1,436,531 - -

Financial liabilities 2023 2022Carrying Carrying Noteamounts Fair valueamounts Fair valueMortgage loan with floating interests 8 15,102,719 15,102,719 22,105,902 22,105,902Mortgage loan with fixed interests 8 669,491 669,491 704,225 704,225Total financial liabilities 15,772,210 15,772,210 22,810,127 22,810,127Hereof current part of non-current debt 11,380,520 11,380,520 2,460,689 2,460,689Classified as Liabilities directly associated with the assets held for sale 122,572 122,572 - -

Fair Value Hierarchy

The Group use the following hierarchy for valuation and presentation of financial instruments:

• Level 1: quoted prices in active markets for identical assets or liabilities

• Level 2: other techniques for which all inputs which have significant effect on the recorded fair value are observable,

either directly or indirectly

• Level 3: techniques which use inputs which have significant effect on the recorded fair value that are not based on

observable market data

The Group’s level 1 includes shares in listed companies, refer to note 13 for further details. Level 2 includes fixed interest

contracts, interest and currency swap contracts, currency contracts and mortgage debt, refer above for further details. Level

3 includes non-registered shares, refer to note 13 for further details.

The following methods and assumptions were used to estimate the fair values:

• Nominal value of cash and loan obligations is normally a reasonable estimate of the items’ market value.

• The fair value of listed shares are based on market value.

• The fair value of shares in non-listed companies are estimated based on the relevant company’s financial report,

focusing on the Group’s share of its booked equity, and therefore a thorough evaluation is required prior to estimating

the market value.

Ending 2021 a certain part of the Group’s financial liability was linked to vessels deemed to be “non core”. Debt not covered

by sales proceed from these vessel have been settled by warrants during 2022. The debt related to these non core vessels

was measured to fair value at each accounting period. Fair value was set based on expected sales price of the vessels and

share price of Solstad Offshore ASA at the end of the accounting period. Expected sales prices end of 2021 were based on

actual sale prices for those vessels sold in 1Q22. Ending 2022 all vessels, except for one, which has been reclassified to

core vessel, are sold.

The following table show book value of financial instruments according to the hierarchy above:

2023 2022Current financial assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3Investment in listed shares - - - 21,000 - -Total per level - - - 21,000 - -Total all levels - 21,000Classified as assets held for sale 22,500

2023 2022Non current financial assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3Investment in shares - - - - - 2,991Total per level - - - - - 2,991Total all levels - 2,991Classified as assets held for sale 2,991

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

2023 2022Current financial liabilities Level 1 Level 2 Level 3 Level 1 Level 2 Level 3Debt to credit institutions - - 139,501 - - 147,416Total per level - - 139,501 - - 147,416Total all levels 139,501 147,416

Financial assets and financial liabilities measured at amortized cost, but for which fair value is disclosed, are valued at level

2 (Cash to bank and Mortage loans) and level 3 (Investments in shares and Other long term receivables).

Derivatives not designated as hedging Financial Hereof instruments assets and Financial classified - fair value liabilities at fair instruments Financial as Assets through profit value through at fair value instruments at held for 31.12.2023or lossprofit or lossthrough OCIamortized cost TotalsaleAssetsEquity instrumentsMarket based shares* - 22,500 - - 22,500 22,500Investments in stocks and shares* - 2,991 - - 2,991 2,991Debt instrumentsOther non-current receivables - - - - - -Loans to joint ventures - - - 63,141 63,141Accounts receivable - - - 1,506,232 1,506,232 1,193,804 Cash and cash equivalents - - - 1,882,971 1,882,971 1,381,956 Total Financial assets - 25,491 - 3,452,343 3,477,835 2,601,252 LiabilitiesInterest bearing loans and borrowings - - - - - -Interest bearing liabilities - 139,501 - 11,871,605 12,011,106 - Other non-current liabilities - - - 1,046 1,046 - Other financial liabilitiesTrade and other payables - - - 474,465 474,465 335,704 Total financial liabilities - 139,501 - 12,347,116 12,486,618 335,704

*Classified as Assets held for sale

Derivatives not designated as hedging Financial instruments assets and Financial - fair value liabilities at fair instruments Financial through profit value through at fair value instruments at 31.12.2022or lossprofit or lossthrough OCIamortized cost TotalAssetsEquity instrumentsMarket based shares - 21,000 - - 21,000Investments in stocks and shares - 2,991 - - 2,991Debt instrumentsOther non-current receivables - - - 29,572 29,572Loans to joint ventures - - - 55,829 55,829Accounts receivable - - - 1,232,487 1,232,487Cash and cash equivalents - - - 2,170,072 2,170,072Total Financial assets - 23,991 - 3,487,960 3,511,951LiabilitiesInterest bearing loans and borrowingsInterest bearing liabilities - 147,416 - 18,771,953 19,098,051Other non-current liabilities - - - 1,046 1,046Other financial liabilitiesTrade and other payables - - - 694,564 694,564Total financial liabilities - 147,416 - 19,646,245 19,793,661

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 8: Mortgage Debt and Other Liabilities

2023 2022Interest bearing liabilities 630,587 16,637,362Other non-current liabilities 1,046 1,046Leasing liabilities 1,795,630 3,564,963Total non-current debt 2,427,263 20,203,371Current portion of non-current debt 13,345,993 2,607,802Non-current debt classified as Libailities directly associated with the Assets held for sale 122,572 -

For maturity profile reference is made to Note 7 Financial market risk, financial instruments.

Reclassification of Non-Current Liabilities to Current Liabilities

Current portion of non-current debt includes the Group’s fleet loan of MNOK 11,173 and the Normand Maximus residual

claim of MNOK 1,833, which both had matured on 31 March 2024, but was refinanced on 16 January 2024. In addition it

includes the secured debt for the Normand Superior of MNOK 246, which originally matured 31 March 2024. The Company

is in discussions with the lenders in order to refinance the vessel and has been granted an extension until 30 June 2024.

In 2020 the reinstated debt to credit institutions was recognized at its fair value. The interest rate for the refinanced debt was

at initial recognition compared to current market terms according to IFRS 9. For the reinstated debt, the Group concluded that

the interest rate was below market terms. Using the estimated market rate when measuring fair value of the reinstated debt a

MNOK 1,066 reduction was observed. The difference between nominal- and fair value has been amortized, and presented as

interest expense, over the period until the final maturity of the loans. The below table sets out the difference between nominal-

and fair value at initial recognition, the amortization for the period and the remaining balance at reporting date.

Initial recognition 20.10.2020 -1,066,639Fair value adjustment 01.01.2023 -439,645Amortization 2023 377,508Unrealised currency loss -15,212Fair value adjustment 31.12.2023* -77,350

* Classified as current interst bearing liabilities

Normand Maximus

In connection with the Refinancing, agreements were entered into between i.a the Company and Maximus Limited,

amending the agreement regarding the residual claim relating to the former leasing agreement for the CSV Normand

Maximus.

Firstly, the agreement governing the terms of the Residual Claim originally entered into on 12 May 2022, between Maximus

Limited, subsidiaries of the Company and the Company was amended so that the maturity of the Residual Claim was

postponed from 31 March 2024 to the date corresponding to the maturity date of the new facility agreement which was

entered into between Solstad Maritime AS and a bank syndicate as part of the Refinancing.

This means that the maturity of the Residual Claim has been postponed until 16 January 2027, with possible 1+1 year

extensions if the financing to Solstad Maritime AS is extended (at the discretion of the bank syndicate). The latest maturity

date of the Residual Claim is 16 January 2029. The Residual Claim is guaranteed by the Company, and needs to be

refinanced within the new maturity date.

In addition, an agreement was entered into between Solstad Shipholding AS, the Company, Maximus Limited and the

lenders to Maximus Limited. Pursuant to this agreement, the parties have agreed that Solstad Shipholding AS is granted a

right and obligation to purchase the Residual Claim against payment of NOK 200 million.

This right and obligation come into force in the event that the lenders to Maximus Limited prevail in litigation in Norway and

Cayman Island on the right to ownership to the shares in Maximus Limited. The Company does not have a view on the

likely outcome of the litigation and the chances of the option becoming exercisable and no assurances can be given in that

regard.

The Residual Claim remains guaranteed by the Company and carries interest at 9.5% payable in kind at the maturity date in

accordance with the original agreement entered into on 12 May 2022.

The group maintains operational control over the vessel under a bareboat agreement for a 5 year firm period until October

2027 and options for further 10 years with a subsidiary of Solstad Maritime Holding AS. The Company has an option to

purchase the vessel after 5 or 10 years. The agreement includes a profit split-element, whereby the owner of the vessel will

be entitled to 50% of the net profit if the vessel is sold less than 12 months after the purchase option date.

Total lease obligation for Normand Maximus amounts to MNOK 3,625 (MNOK 3,424 in 2022). MNOK 1,833 is related to the

residual claim from the leasing agreement with Maximus Limited, and MNOK 1,792 is related to the new leasing agreement.

Book value of pledged assets: 2023 2022Bank deposits and cash equivalents 501,014 2,170,072Account receivables 312,428 1,232,487Vessels 1,297,543 17,603,721Pledged assets included as held for sale 12,474,140 402,979Total carrying value 14,585,126 21,409,259

All owned vessels are placed as security for the mortgages.

Covenants

Solstad Offshore ASA is subject to various financial covenants under its prevailing financing agreements. These are divided

into two structures: One common set of covenants for the reinstated multicurrency term loan facility (including the “Super

senior term loan”) that was subject to the restructuring in 2020, with Solstad Shipholding AS as the registered borrower

(“Solstad Shipholding”) and separate covenants applicable to the remaining vessel owning companies in the Group.

In connection with the restructuring in 2020, the Group completed an organizational corporate restructuring with a view

to dissolve the former silo structure of the Group, which was a result of the combinations with the REM Offshore, Solstad

Ålesund AS (previously Farstad Shipping AS) and Deep Sea Supply groups during recent years. The purpose of the

corporate restructuring was to create a new simplified group structure, which also reflected the requirements under

the Group’s new financing structure. The restructuring also reduced the complexity in the daily operations and cash

management in the Group. There is free float of liquidity between the companies in the structure that was subject to debt-

to-equity conversion in the restructuring. Solstad Shipholding AS is the registered borrower for this reinstated debt. Cash

flow in the remaining part of the Group is subject to ring-fencing within each borrower entity. There are restrictions in the

Solstad Shipholding AS loan agreement to provide financial support to the other ship owning entities in the Group. Vessels

owned by both Normand Ships AS and Solstad Superior AS were subject to refinancing during the restructuring process

with amended terms and conditions including extension of maturity dates to correspond to the term of the reinstated fleet

loan facility in Solstad Shipholding AS, March 2024. The maturity date for the underlying vessel financing in NISA Ltd was

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

in 2023 extended until 15 December 2026. The Group’s financing of four vessels financed with the Brazilian development

bank, BNDES, was not part of the restructuring, but amendments to these financings to meet the market conditions were

concluded during 2022. The exposure under these loan agreements is not guaranteed by the Company.

The loan agreements include customary security provisions including cross-collateralized mortgaged over relevant vessels,

assignment of insurances and earnings, pledges over shares, assignment of any relevant intra-group loans, assignment

over any monetary claims under any hedging agreements (if relevant), pledge over bank accounts, step-in rights/direct

agreements with respect to management agreements and such other security as reasonably required by the banks. Of the

Group’s senior secured facilities, the loan agreements in Solstad Shipholding AS, Normand Ships AS and Solstad Superior

AS are guaranteed by the Company. The loan agreement in Solstad Shipholding AS ended on 16 January 2024 through

the refinancing (referance to Note 3). The loan agreement for Normand Superior matured on 31 March 2023, but extentions

are given to 30 June 2024 (reference Note 30). The loan agreements in Normand Ships AS ended in 2023 through sale of

all vessels in the entity. The loan agreements entered into in subsidiaries of Solstad Brasil Holding AS, Solstad Shipping

Ltda and Solstad Navegacao Maritimos Ltda, is guaranteed by Solstad Ålesund AS and Solship Invest 3 AS respectively.

The loan agreements in NISA Ltd is not guaranteed. The Residual Claim agreements have restrictive covenants on the

Company for i.a material adverse effect. Dividend from the Company is restricted and requires consent from Maximus

Limited in accordance with the original agreement for the Residual Claim.

Solstad Shipholding AS

1. Positive working capital

2. Min free liquidity: Available Cash min MNOK 500

3. Interest Coverage ratio > 1.0x (applicable from 01.07.2022 and first tested 30.09.2022).

4. Positive MVC

Normand Superior AS

1. Positive working capital

2. Min free liquidity MNOK 5 (from 01.01.2022) and MNOK 15 from 01.07.2022.

3. Positive MVC

NISA Ltd (50.1%)

1. Positive working capital

2. Min free liquidity MUSD 0.25

3. Min MVC 200%

Solstad Shipping Ltda

1. No applicable financial covenants

Normand Maximus Limited (BB Charterer)

Company to covenant that Solstad Shipholding AS maintains:

1. Positive working capital

2. Min free liquidity: Available Cash min MNOK 500

3. Interest Coverage ratio > 1.0x (applicable from 01.07.2022 and first tested 30.09.2022).

Solstad Navegacao Maritimos Ltda

1. No applicable financial covenants

There are no financial covenants linked to the BNDES loan agreement in Brazil, however there is a cash sweep mechanism

in the loan agreement, in which the Company is closely monitoring.

In addition to the financial covenants the loan agreements include customary provisions related to operational aspects

related to acceptable ship registries, bareboat registrations, class requirements, information undertakings, sanctions

provisions and such other requirements as reasonably required under bank financing agreements.

The Company is in compliance with all the covenants related to bank loan agreements at year end 2023.

Borrowing cost and interest relief: 2023 2022Capitalization borrowing cost 7,022 36,585Capitalized borrowing costs included in Liabilities directly associated with the Assets held for sale - -

Borrowing cost is presented net with the loans and is amortized until maturity of the loan. Borrowing costs of MNOK 74 has

been incurred during 2023, relating to the Refinancing of the fleet loan in Solstad Maritime Holding AS and the Normand

Maximus residual claim. The cost is booked as prepayment and will be reclassified to borrowing cost when the Refinancing

is completed in 2024.

Other non-current liabilities

Other non-current liabilities of NOK 1 million (NOK 1 million in 2022) are mainly convertible loans from shareholders.

Solstad Offshore ASA has issued a Parent Company Guarantee of MNOK 13,217.

Changes in liabilities arising from financing activities

Included as Liabilites directly associated with the 1 January Fair value assets held 31 December 2023adjustment Cash flows* Other**for sale2023Current interest bearing liabilities 2,460,689 - -8,146,167 17,065,998 - 11,380,520Non-current interest bearing liabilities 16,637,362 - - -16,006,775 - 630,587Current leasing obligations 147,113 - -148,075 1,988,495 -22,059 1,965,474Non-current leasing obligations 3,564,963 - - -1,668,820 -100,513 1,795,630Other non-current liabilities 1,046 - - - - 1,046Total liabilities from financing activities 22,811,173 - -8,294,242 1,378,897 -122,572 15,773,256

*Changes in cash flow related to current and non-current interest bearing liabilities is presented in aggregate in cash flow line Repayment of non-current debt

** For leasing liabilities, other changes includes additions, currency effects and change in portion classified as non-current. It also includes intrests on Maximus

residual claim which are not paid.

For interest bearing liabilities, other changes includes amortisation of debt recognized in 2020 at fair value, currency changes and change in portion classified

as non-current.

1 January Fair value 31 December 2022adjustment Cash flows* Other**2022Current interest bearing liabilities 446,592 - -294,993 2,309,089 2,460,689Non-current interest bearing liabilities 17,523,945 - -251,125 -635,459 16,637,362Current leasing obligations 2,466,321 - -204,979 -2,114,228 147,113Non-current leasing obligations 280,761 - - 3,284,202 3,564,963Other non-current liabilities 1,917 - - -871 1,046Total liabilities from financing activities 20,719,536 - -751,096 2,842,734 22,811,173

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 9: Property, Plant and Equipment

Vessel Other assets TotalAcquisition cost 01.01.2023 30,094,706 212,130 30,306,836Acc. depreciation/ impairment 01.01.2023 -13,280,522 -183,747 -13,464,269Carrying value 01.01.2023 16,814,184 28,383 16,842,567Additions 157,512 9,123 166,636Disposals - -7,624 -7,624Transfer to asset held for sale -15,677,019 -6,433 -15,683,451Translation differences 12,775 1,403 14,178Cost price 31.12.2023 14,587,974 208,600 14,796,574Acc. depreciations/ impairment 31.12.2023 -13,407,168 -190,890 -13,598,058Carrying value 31.12.2023 1,180,806 17,709 1,198,515Depreciation current period -487,644 -6,717 -494,361Impairment current period 360,998 -425 360,572

Vessel Other assets TotalAcquisition cost 01.01.2022 30,427,908 205,135 30,633,043Acc. depreciation/ impairment 01.01.2022 -13,041,408 -178,826 -13,220,234Carrying value 01.01.2022 17,386,500 26,309 17,412,809Additions 124,912 7,282 132,194Disposals -20,771 - -20,771Transfer to asset held for sale -471,725 - -471,725Translation differences 34,383 -288 34,095Cost price 31.12.2022 30,094,706 212,130 30,306,836Acc. depreciations/ impairment 31.12.2022 -13,280,522 -183,747 -13,464,269Carrying value 31.12.2022 16,814,184 28,383 16,842,567Depreciation current period -835,881 -4,921 -840,803Impairment current period 596,768 - 596,768

Capitalized periodic maintenance 2023 2022Capitalized periodic maintenance at 01.01 789,537 677,518Additions this year 573,458 408,131Disposal this year - -13,077Transfer to asset held for sale -1,018,367 -Depreciation this year -213,726 -292,009Impairment this year -26,719 -Translation differences 12,555 8,974Capitalized periodic maintenance at 31.12 116,737 789,537

Spesification of change in Assets held for sale for tangible fixed assets (Reference Note 5 Assets held for sale):

Capitalized periodic Other Vesselsmaintenanceassets Total Opening balance 01.01.2023 402,979 9,073 - 412,052Additions PSV - Tidewater transaction 5,693,248 505,548 - 6,198,796Additions Solstad Maritime 9,898,380 512,819 6,433 10,417,631Additions other vessels 85,391 - - 85,391Sale PSV - Tidewater transaction -5,693,248 -505,548 - -6,198,796Sale other vessels -488,370 -9,073 - -497,443Closing balance 31.12.2023 9,898,380 512,819 6,433 10,417,631

Each part of a fixed asset that is significant to the total expence of the item are separately identified and depreciated over

that component’s useful lifetime. Assumed physical lifetime for all categories are 30 years, while estimated useful life is 20

years. Estimation of residual value are based on market values/ brokers values in the beginning of the year. The brokers’

values, sales related expenses deducted, are multiplied with a factor dependent on the vessels age. The factor is 50% for

a new build, increasing to 100% for a 20 year old vessel. Periodic maintenance is depreciated over the period until the next

planned interimand main docking takes place, respectively. The normal interval is five years for both interims- and main

docking. The depreciation rate for other equipment is 3 to 10 years. Vessels with a book value of MNOK 11,763, including

vessels classified as held for sale, (MNOK 17,604 in 2022) are held as a guarantee for the Group’s loans, see note 8

Mortage Debt and Other Liabilities.

There is no capitalized interest in 2023 or 2022.

Impairment Valuation of Fixed Assets

Quarterly, the Group assesses whether there is any impairment indicators of the fixed assets, or if there are indicators that

prior period impairment loss no longer exists or have decreased. If such indicators exist the recoverable amount of the

assets are estimated.The current market shows improved commercial terms, especially in the CSV/renewable segment, but

at the same time high inflation rates give increased cost levels. These factors indicate need for revaluation of the vessels.

The recoverable amount is the highest of an assets calculated value in use or fair value less cost to sell. The recoverable

amount was calculated for all vessels. Fair value is calculated using broker values unless there are available estimates for

sales values. Broker value is set as an average of three acknowledged, independent brokers. Each vessel is considered a

separate cash generating unit. The value in use-calculations are based on budget and long-term forecast (5 years). For a

majority of the vessels, value in use was the basis for the recoverable amount.

A valuation of the disposal group related to Solstad Maritime has also been done based on fair value less cost to sell

against the equity for the group.The impairment has been allocated to non-current assets (mainly vessels) in accordance

with IFRS 5.

The main assumptions used in the computations are charter rates, utilization, escalation of expenses, operational area and

weighted average cost of capital (WACC).

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Discounting Rate

The discounting rate is based on a weighted average cost of capital (WACC) for the Group. The cost of equity is derived

from the 10-year interest rate for state bonds (risk-free interest rate), market risk premium and an unlevered beta

(Damodaran for Western Europe). The debt element of the discounting rate is based on the risk-free interest rate, plus

a premium equivalent to the difference between risk-free interest rate and market rates. The rate is a pre-tax rate. The

discounting rate used for 2023 is 11.5 %.

Income Assumptions

For vessels having firm contracts, revenue is based on the current contracts. For vessels without firm contracts, and for

vessels where the firm contract expires during the period, revenue is based on expected utilization and charter day rates

over the prognosis period. Dayrates are expected to gradually increase over the prognosis periode. Market rates after year

end gives support to estimated rate levels in the early prognosis periode. Market uncertainty is reflected in the assumptions,

based on managements assessment and market analysis provided from independant third parties.

Inflation

No inflation of income in 2024, while operating expense is adjusted for inflation by 2%. This is consistent throughout the

prognosis period.

Residual Values

Estimated residual values used in the value in use calculations are set using the same principle as for the ordinally

depreciations. Initially the value is set to 50% of cost price, expected cost of sale deducted, and adjusted according to

changes in broker valuations. The assumption is that the broker values decline by 2.5% per year, until the vessel is 20 years

old. It is assumed that the vessels are disposed after 20 years in operation. Average life of the core fleet is 14 years, with

respectively 14 years average for both the CSV and AHTS vessels.

Impairment Testing

The Group recognized total net impairments of MNOK 297 in Impairment of fixed assets for continuing operations, and a

total net reversal of impairment of MNOK 614 for discontiuing operations in 2022.

Continuing Discontinuing operationsoperationsLeased premisis - Right of use asset (1) 17,002 -CSV - vessels (2) -298,398 -PSV - vessels (4) - -613,834Solstad Maritime - Vessels (3) 551,234 -Solstad Maritime - Capitalized periodic maintenance (3) 26,719 -Other impairments - Other assets 425 -Total impairment /reversal of impairment (-) 296,983 -613,834

(1) Impairment of MNOK 17 from continuing operations is related to leased premisis, further reference is made to Note 10

Right-of-use assets.

(2) An impairment reversal of MNOK 298 has been booked for vessels related to the CSV segment in continuing operations.

The market has continued to show improved commercial terms and high utilization during 2023. For the CSVs this is

assessed as an indicator of reversal of impairment, and a reversal of MNOK 298 on 10 CSVs has been taken based on

value in use-calculations.

(3) An impairment of 578 MNOK has been booked on the Solstad Maritime group and the related assets held for sale. The

impairment was allocated to non-current assets with MNOK 551 on vessels and MNOK 27 on periodic maintenance.

(4) The net reversal of imairment of MNOK 614 from discontinuing operations is related to the 37 PSVs in the Tidewater

transaction. The vessels were valued at the lower of book value and fair value less cost to sell, and prior year impairments

were reversed.

Sensitivity and Scenario Calculations

The sensitivity of the value-in-use-calculations for the vessels with impairment or reversal of privously impaired assets, is

analyzed by altering the key assumptions; discounting rate, utilization and day rates. A change of discounting rate by +1%

point and +2% points indicates a potential reduction in reversals of impairment of MNOK 17 and MNOK 69. A yearly change

in utilization for the prognosis periode bringing the income down by 3-6%, indicates a potential reduction in reversals of

impairment of MNOK 26 and MNOK 64, and an impairment of 11 MNOK. The group has recognized significant impairments

on the vessels during the last years, but due to improved market conditions, significant reversals has been taken in 2022

and 2023 for the CSV fleet. If rates/utilization increases more rapidly than Group’s expectations the vessel values are

sensitive to further reversals of previous year’s impairment, referance made to Note 2.

Climate-Related Matters

The Company constantly monitors the latest regulatory changes in relation to climate-related matters. Regulatory changes

in climate requirements may impact future cash inflows for the Company. It is however not expected to have any significant

effect on the Groups opex, as higher fuel prices due to CO2 levies or the cost of green fuels will for the most part be

forwarded to our clients. Based on the management’s judgements as of 31 December 2023 no material effects are identified

for the prognosis period.

Changes in environmental requirements may impact the residual value and economical lifetime in the future. To effectively

meet short-term sustainability goals, implementing measures to enhance operational energy efficiency stands out as the

optimal solution for curbing emissions. Transitioning to green technologies, battery hybrid and/or shore power upgrade

proves currently to be the most advantageous. It is expected that certain charterers will demand green investments in

vessels for future contracts in the medium term (2-5 years), but this is expected to be supported by increased charter rates

as well. The forecasts for the vessels do not include any green investments as of 31 December 2023.

Long-term sustainability goals require newbuild programs and new technology to be in place. There are currently limited

newbuild programs, but certain green technology has become available. It is assessed unlikely that significant additional

capacity will be added in the market in short term. Rebuilding existing vessels to decarbonize and building new low-

emission vessels come at an increased financial cost. We need support from our clients including long-term commitments to

install new green technology for us and them to reach future emission reduction targets.

The Group’s vessels are high-end, large offshore vessels, and an increasingly worsened climate and weather are not

expected to affect the usability of the existing fleet.

Based on this, the Company assesses that residual values and economic lifetime of existing vessels are not materially

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

reduced in today’s market. This could however change in the future. The Company will adjust the key assumptions used in

value-in-use calculations and sensitivities to relevant parameters should changes occur (Reference Note 2).

Assets Held for Sale and Gain/Loss on Sale of Assets

Assets held for sale consist of the Solstad Maritime group as of 31 December 2023, which will be booked as an associates

as of 16 January 2023. The balance of Solstad Maritime group includes a balance of MNOK 148 related to two AHTSs

classified as held for sale. No impairment or reversal of impairment has been recognized for the two vessels in 2023.

An impairment of 578 MNOK has been booked on the Solstad Maritime group and the related assets held for sale. The

impairment was allocated to non-current assets with MNOK 551 on vessels and MNOK 27 on periodic maintenance

(reference Note 2).

The Group has sold three vessels in 2023, that was classified as held for sale in 2022 (One PSV, one AHTS and one CSV).

In addition the group has sold 37 PSVs in the Tidewater transaction, and two additional AHTS during the year. A net gain

of MNOK 518 has been booked to Net gain/-loss sale of assets for continuing operations. A gain of MNOK 13 has been

booked in Net gain/loss in sale of assets for discontinuing operations in 2023, whereof a net loss of MNOK 44 is related to

the Tidewater transaction.

Note 10: Right-of-use assets

Right-of-use asstesLease Vessels Office TotalliabilitiesOpening balance 01.01.2023 3,159,924 185,889 3,345,813 3,712,076Other adjustments 23,958 7,938 31,896 31,896Additions 58,240 7,736 65,976 65,268Disposals -68,788 - -68,788 -74,322Translation differences -4,790 462 -4,328 91,838Depreciation -420,354 -27,142 -447,496 -Impairment - -17,002 -17,002 -Interest expense - - - 438,658Lease payments - - - -381,739Transferred to assets held for sale and/or liabilities directly associated with the assets held for sale -49,159 -67,565 -116,724 -122,572Closing balance 31.12.2023 2,699,030 90,317 2,789,346 3,761,103

Right-of-use asstesLease Vessels Office TotalliabilitiesOpening balance 01.01.2022 2,349,503 211,683 2,561,187 2,744,284Other adjustments 695,921 -1,516 694,405 950,555Additions 2,076 - 2,076 -Disposals - - - -Translation differences 321,864 3,127 324,991 222,216Depreciation -176,731 -27,406 -204,137 -Impairment -32,710 - -32,710 -Interest expense - - - 233,521Lease payments - - - -438,500Closing balance 31.12.2022 3,159,924 185,889 3,345,813 3,712,076

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

The following are the amounts recognised in profit or loss: 2023 2022Depreciation expense of right-of-use assets 447,496 204,137Interest expense on lease liabilities 438,658 233,521Variable lease payments expensed in the period* 68,890 50,238Operating expenses in the period related to current leases 225 214Total lease expenses included in other operating expenses 955,270 488,110

*The Group has two vessels on lease with variable lease payments.

The Group had total cash outflows for leases of MNOK 382 in 2023 (MNOK 262 in 2022).

The disposal of right of use vessel of MNOK 69 is related to Normand Tonjer, where the purchase option in the leasing

agreement was exercised in December 2023. The vessel is classified as tangible fixed assets and vessels as of 31

December 2023.

Impairment Testing of Right-of-Use Assets

Based on value-in-use-calculations an impairment of MNOK 17 was recognised in 2023 (impariment of MNOK 33 in 2022).

The impairment is related to leased offices in Ålesund, and is due to reduced forecasts for sublease revenues. Further

reference is made to Note 9 Property, Plant and Equipment.

Normand Maximus

The right of use asset for Maximus is MNOK 2,699 (MNOK 3,099 in 2022) and lease liability MNOK 3,625 (MNOK 3,424 in

2022). The residual claim is included in the lease obligation with MNOK 1,833 (MNOK 1,586 in 2022).

Guarantee

Vessel lease liability related to the residual claim is guaranteed by the Parent Company with MUSD 161 pluss accumulated

intersts, further reference is made to Note 8 - Mortage Debt and Other Liabilities.

Variable Lease Payments

The Company has two vessels on lease with variable lease payments. The total payments for 2023 was MNOK 68.9

(MNOK 50.2 in 2022).

Group as a Lessor

As mentioned in note 6, the agreed day rate invoiced to customers is divided into a service element and a lease

element. The service element includes the maritime services provided to navigate the vessel according to the customers

requirements, while the lease element is the estimated rental of the vessel (equipment).

For the future minimum rentals receivable under non-cancellable operating leases, see Note 6 Operating Income, Reporting

by Segments and Geographical Markets.

Note 11: Financial items

Financial items 2023 2022Interest expense -1,683,318 -1,063,228Interest income 131,700 46,436Net currency loss -31,554 -529,863Income from investment in associates -4,824 722Gain/ loss (-) financial derivatives 1,500 5,800Impairment of shares - -86Dividends 900 900Gain fair value recognition of debt - 3,945Other financial income/ -expenses (-) -13,218 -26,988Net financial items -1,598,813 -1,562,363

Other financial expenses of MNOK 45 consits of net currency loss of MNOK 32 and other financial income/expenses of

MNOK 13.

Currency gain and -loss is mainly related to unrealized currency gain and -loss on assets and liabilities in foreign currency,

change in currency rates in the period from posting of invoices and actual timing of payments, and realised currency gain

and -loss related to repayment of loan.

Gain fair value of warrants relates to the part of the refinanced debt specifically allocated to the non-core part of the fleet.

Warrants are issued for this debt. The warrants are measured at the end of each accounting period.

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 12: Other expenses, wages, employees and distinctive contributions

Other operating expenses: 2023 2022Technical expenses 435,049 379,450Bunker and lube oil 172,948 144,424Insurance 110,074 84,999Project expenses 912,377 617,920IT, communications and other expenses 186,730 211,068Total other operating expenses 1,817,179 1,437,861Wages and personnel expenses:Employees, vessels 1,592,920 1,447,967Employees, administration 330,718 281,778Total employee expenses 1,923,638 1,729,745Wages and employee expenses:Wages 1,358,883 1,205,835Social security 237,362 167,954Pension expenses 31,209 42,434Other benefits 65,662 53,806Traveling expenses, courses and other personnel expenses 230,520 259,717Total employee expenses 1,923,638 1,729,745Average number of FTEs continuing operations 2,135 2,239Average number of FTEs discontinuing operations (not reflected in numbers above) 730 1,301

Renumeration to Directors, Managing Director and Auditors

2023 Wages Bonus Other benefits Pension costLars Peder Solstad (CEO) 5,458 2,729 210 122Kjetil Ramstad (CFO) 2,429 2,429 17 116Tor Johan Tveit (COO) 2,079 2,079 17 117Hans Knut Skår (CCO) 1,042 1,042 8 6111,008 8,279 252 416

2022 Wages Bonus Other benefits Pension costLars Peder Solstad (CEO) 5,818 1,582 167 117Kjetil Ramstad (CFO) 2,320 1,392 14 111Tor Johan Tveit (COO) 1,955 1,173 14 11210,093 4,147 194 340

There are no distinctive agreements regarding remuneration for the Chairman of the Board and neither are there any

distinctive bonus or option programmes for any Board Member. No loans have been given to the company management.

The Company’s executive bonus system is designed to promote performance in line with the Company’s strategy, and is

determined by the Company’s key performance indicators (KPIs) linked to the Company Priorities, defining clear annual

deliverables that are critical for the Company’s future.

In October 2023, Jarsteinen AS, a company which is a close associate of the Chief Executive Officer, exercised its right to

subscribe 5,038,187 shares in the Company at exercise price NOK 2.80 per share and issue price of NOK 26.90 per share.

CEO owns 60 percent of Jarsteinen AS’ shares. Refer to remuneration report for further details.There are no active warrants

programs in the Company per 31 December 2023.

The Chief Executive Officer has a six-month mutual termination period.

Payments to Board of Directors: 2023 2022Harald Espedal 622 592Frank O. Reite 440 419Ellen Solstad 325 309Peder Sortland 411 441Ingrid Kylstad 411 392Thorhild Widwey 325 260

2023 2022Continuing Discontinuing Auditors EYoperationoperationsStatutory audit 13,553 8,319 11,823Other assurance services 3,836 2,222 2,839Other non-audit services 9,714 1,416 12,966Total 27,103 11,957 27,629

Audit fees relates to statutory audit of accounts. Other assurance services relates to services required by law. Other non-

audit services are fee for compliance services and restructuring process.

Note 13: Government Grants

2023 2022Net pay scheme at NOR-vessels 138,430 180,805Grants for environmental measures (ENOVA) - 16,952Government grants* 138,430 197,757

* Continued and discontinued operations

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

As of 31.12.2022

Note 14: Share in subsidiaries

Note: Condensed organization chart of Solstad Offshore ASA exclusive of dormant companies per 31.12.2022. Unless stated otherwise owner share is 100%.

* Felipe Meira holds one share

** Deep Sea Servicos Maritimos Ltda holds one share

*** Deep Sea Supply Navegacao Maritima Ltda holds one share

**** Solstad Supply AS: Vard Group 26,66%

***** Normand Skarven AS: re-named Normand Chartering AS (OCY-leases)

Normand

Maximus

SOFF ASA

Solstad

Construction

Solstad

Shipholding

Solstad

Management

Holding AS

Solstad

Shipowning

Holding AS

Solstad

Operations

Holding AS

Solstad

Shipping

Solstad

Brasil AS

Normand

Drift AS

Solstad

Management

Solstad

Mexico AS

Solstad

Offshore

(UK) Ltd

Farstad

Shipping

Pte Ltd

Farstad

Supply AS

(UK)

Farstad Ship.

Crew. Serv.

Pte Ltd

Solstad

Off.Crew.

Services

Philip. Inc.

Solstad

Offshore

Ltda

SOFO

Tonjer AS

DESS

PSV IV

Ltd

DESS

Cyprus

Ltd

DESS

Mgmt

Ltd (CYP)

DESS

Mgmt Pte

Ltd (SIP)

DESS

Serv.Mar.

Ltda ***

Solstad

Rederi

SOFO

Tonjer

Solstad

Supply

AS****

DESS Nav.

Mari. Ltda

(EXC) **

Solship

Invest 3 AS

Solstad

Ålesund

Solstad

Brasil

Holding AS

Solstad

Subsea

Holding AS

Farstad do

Brazil

Navegacao

Ltda

Farstad

Shipping

Ltda(EXC

) *

Normand

Max. Ltd

(Sct)(EXC)

Norm.Max

Oper. Ltd

(Sct)(EXC)

Norm.

Installer

(SW) EXC)

50,1 %

Normand

Superior

AS (EXC)

Solstad

Superior

Solstad

Australia Pty

Ltd

Solstad

Off.Crew

Services

Ukraine Ltd

Deep Sea

Supply

Labuan II

Ltd

Dep Sea

Supply

(Malaysia)Mg

mt. Sdn Bhd

DESS

Invest Ltd

(CYP)

Deep Sea

Supply

Labuan Ltd

Deep Sea

Supply

Labuan III

Ltd

Solship

Invest 4 AS

DESS PSV

III Ltd

(CYP)

DESS

Finance

Ltd (CYP)

DESS PSV

II Ltd

(CYP)

DESS PSV

Ltd

(CYP)

Farstad

Shipping Ltd

(UK)

Normand

Chartering

AS*****

Solship AS

SOAPAC

Pte Ltd

Solstad

Offshore

Singapore

Pte Ltd

Solstad

Offshore

Pty Ltd

Norce

Offshore

Pte Ltd

Solstad

Off.Crew

Serv. Pte

Ltd

Nor Offs.

Labuan Pte

Ltd

Norce Off.

Thailand

Ltd

Norce

Offshore

Pty Ltd

73,34%

Normand

Ships AS

Normand

Ships

Operations

Solstad

ROHQ

Philippines

(Branch

)

55%

Maximus Ltd

Shipholding AS

(new 3.3.21)

Deep Sea

Supply Crew

Cyprus Ltd

DESS BTG

Labuan Ltd

Remota

Holding AS

Windstaller

Alliance AS

33,33 %

49,5 %

33,33 %

25 %

Omega

Subsea

Robotics AS

49,9 %

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

As of 31.12.2023

Normand

Maximus

SOFF ASA

Solstad

Construction

Solstad

Shipholding

Solstad

Management

Holding AS

Solstad

Shipowning

Holding AS

Solstad

Operations

Holding AS

Solstad

Shipping

Solstad

Brasil AS

Normand

Drift AS

Solstad

Management

Solstad

Mexico AS

Solstad

Offshore

(UK) Ltd

Farstad

Shipping

Pte Ltd

Farstad

Supply AS

(UK)

Farstad Ship.

Crew. Serv.

Pte Ltd

Solstad

Off.Crew.

Services

Philip. Inc.

Solstad

Offshore

Ltda

SOFO

Tonjer AS

DESS

PSV IV

Ltd

DESS

Cyprus

Ltd

DESS

Mgmt

Ltd (CYP)

DESS

Mgmt Pte

Ltd (SIP)

Solstad

Rederi

SOFO

Tonjer

Solstad

Supply

AS****

Solstad

Nav. Mari.

Ltda (EXC)

Solship

Invest 3 AS

Solstad

Ålesund

Solstad

Brasil

Holding AS

Solstad

Subsea

Holding AS

Solstad

Shipping

Ltda(EXC

)

Normand

Max. Ltd

(Sct)(EXC)

Norm.Max

Oper. Ltd

(Sct)(EXC)

Norm.

Installer

(SW) EXC)

50,1 %

Normand

Superior

AS (EXC)

Solstad

Superior

Solstad

Australia Pty

Ltd

Deep Sea

Supply

Labuan II

Ltd

Dep Sea

Supply

(Malaysia)Mg

mt. Sdn Bhd

DESS

Invest Ltd

(CYP)

Deep Sea

Supply

Labuan Ltd

Deep Sea

Supply

Labuan III

Ltd

Solship

Invest 4 AS

DESS PSV

III Ltd

(CYP)

DESS

Finance

Ltd (CYP)

DESS PSV

II Ltd

(CYP)

DESS PSV

Ltd

(CYP)

Farstad

Shipping Ltd

(UK)

Normand

Chartering

*****

Solship AS

SOAPAC

Pte Ltd

Solstad

Offshore

Singapore Pte

Ltd

Norce

Offshore

Pte Ltd

Solstad

Off.Crew Serv.

Pte Ltd

73,34%

Normand

Ships AS

Normand

Ships

Operations

Solstad

ROHQ

Philippines

(Branch

)

55%

Maximus Ltd

Shipholding AS

(new 3.3.21)

DESS BTG

Labuan Ltd

Remota

Holding AS

Windstaller

Alliance AS

33,33 %

49,5 %

33,33 %

25 %

Omega

Subsea

Robotics AS

49,9 %

Solstad

Management

Singapore

Pte Ltd

Solstad

Management

Austalia Pty

Ltd

Remota AS

USV AS

Norce Off.

Thailand

Ltd

Nor Offs.

Labuan

Pte Ltd

Solstad

Martime

Holding AS

Solstad

Maritime AS

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

The Refinancing implements a new group and ownership structure

DESS

Management

Ltd (CYP)

25%

73.34 %

33.33%

Remota

Holding AS

Solstad

Offshore

ASA

Solstad

Construction

Solstad

Shipholding

Solstad

Management

Holding AS

Solstad

Shipowning

Holding AS

Solstad

Operations

Holding AS

Normand

Drift AS

Solstad

Mexico AS

Normand

Chartering

Farstad

Supply AS

(UK)

Farstad Shipping

Crewing Services

Pte Ltd

Solstad Offshore

Crewing Services

Philippines Inc.*

DESS

PSV IV

Ltd

DESS Cyprus

Ltd

DESS

Management

Pte Ltd (SIP)

Solstad

Supply

AS*

Solstad

Australia Pty

Ltd

Solstad

Offshore (UK)

Limited

Solstad

Offshore Asia

Pacific Pte Ltd

Solstad

Offshore

Singapore

Pte Ltd

Solstad

Offshore Pty

Ltd **

Norce

Offshore Pte

Ltd

Solstad Offshore

Crewing Services

Pte Ltd

Nor Offshore

Labuan Pte

Ltd

Solstad

ROHQ

Philippines

(Branch)

Solstad

Management

Singapore Pte Ltd

Solstad

Management

Australia Pty Ltd

Aker

Capital AS

SOFF ASA

investors

Windstaller

Alliance AS*

Solstad

Shipping AS

Solstad

Management

Maximus Ltd

Shipholding

AS***

Solship Invest

3 AS

Solstad

Ålesund AS

Solship AS

DESS BTG

Labuan Ltd

Deep Sea

Supply

Labuan II Ltd

Dep Sea Supply

(Malaysia) Mgmt.

Sdn Bhd

DESS Invest

Ltd (CYP)

Deep Sea

Supply

Labuan Ltd

Deep Sea

Supply Labuan

III Ltd

Solship Invest

4 AS

DESS PSV III

Ltd

(CYP)

DESS

Finance Ltd

(CYP)

DESS PSV II

Ltd

(CYP)

DESS PSV

Ltd

(CYP)

Farstad

Shipping Ltd

(UK)

Solstad Brasil

Solstad

Offshore

Ltda

Solstad

Navegação

Maritima Ltda

Solstad Brasil

Holding AS

Solstad

Shipping

Ltda

Normand

Maximus AS

Omega Subsea

Robotics AS

49,9 %

SOFO Tonjer

SOFO

Tonjer

Solstad

Subsea

Holding AS

Normand

Maximus Ltd

Normand

Maximus

Operations

Ltd

Normand

Installer S.A.*

50,1 %

Normand

Superior AS

Solstad

Superior

Normand

Ships AS

Normand

Ships

Operations

55%

33.33%

Solstad

Rederi

Farstad

Shipping

Pte Ltd

49.5%

Norce

Offshore

Thailand

Ltd*

Norce

Offshore Pty

Ltd **

Solstad

Maritime AS

Solstad

Maritime

Holding AS

AMSC ASA

~41-55%

~27%~18%

Maximus

Shipping AS

~0-14%

Remota AS

USV AS

Solstad Offshore

ASA group

Solstad Maritime

Holding AS group

Vessel

owning entity

Vessel

owning entity

JV companyJV company

Group parentGroup parent

* Solstad Supply AS: Vard Group holds 26.66% of shares

* Norce Offshore Thailand Ltd: Wanchai Raksirivorakul holds 50.5% of shares

* Solstad Offshore Crewing Services Philippines Inc.: ARA Marine Ventures holds 75% of shares

* Windstaller Alliance AS: Aker Solutions AS and DeepOcean InvestCo 1 AS each holds 33.33% of shares

* Normand Installer SA: SBM Holding Inc. S.A. holds 49% of shares

** Company is deregistered with Australian Securities & Investments Commission but outstanding tax reporting obligation with Australian Taxation Office still pending

*** Maximus lenders hold USD 1 option to shares

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 15: Share in Join Ventures, Associates and Other Investments

The Group accounts consists of the following shares in joint ventures (JV) and associates (AC):

Date of Financial Place of Business OwnershipstatementNormand Installer SA (NISA) JV Marly, Sveits 50% 31/12/2023Omega Subsea Robotics AS (OSRAS)* JV Ølen, Norway 50% 31/12/2023Solstad Offshore Crewing Services Philippines (SOCS) AC Manilla, Philippines 25% 31/12/2023Windstaller Alliance AS (WAAS)*** AC Oslo, Norway 33% 31/12/2023Remota Holding AS (REMO) AC Haugesund, Norway 33% 31/12/2023Maximus Limited AC Caymen Islands 100%** 31/12/2022

* included from December 2022. Hence, no share of result in 2022.

** Non-controlling interests

Normand Installer SA owns one contruction service vessel hired on time charter to a company associated with the other

part of the joint venture. Omega Subsea Robitics AS is a lessor of ROVs and other equipment for subsea operations.

Solstad Offshore Crewing Services Philippines deliver crewing services to the Group. Windstaller Alliance AS is a company

performing industrial activities in the renewable energy market. Remota Holding AS is a company investing in unmanned

vessels for offshore operations. Maximus Limited is the former owner of Normand Maximus, and is the owner of the

Residual claim.

All the above investments are strategic for the Group. Solstad Offshore Crewing Services Philippines and Remota Holding

AS is classified as Assets held for sale as part of the Solstad Maritime group. Windstaller Alliance AS moved from Solstad

Offshore to Solstad Maritime in January 2024, refer to page 94.

Joint ventures 2023 2022NISA OSRAS Total NISA OSRAS TotalCost price 01.01. 1,631 7,484 9,115 1,631 - 1,631Acc result and adjustments 147,120 - 147,120 89,496 - 89,496Book value 01.01. 148,751 7,484 156,235 91,127 - 91,127Share of result 20,924 -989 19,935 20,418 - 20,418Other adjustments -21,510 33,995 12,485 37,206 7,484 44,690Book value 31.12. 148,164 40,490 188,655 148,751 7,484 156,235

Balance sheet:Bank deposit and cash equivalents 22,958 69,539 92,497 20,563 14,969 35,532Current assets 46,835 4,628 51,464 86,969 1,147 88,116Non-current assets 539,654 50,216 589,871 552,930 62,250 615,180Current liabilities -78,062 -3,362 -81,424 -23,747 -14,102 -37,849Non-current financial liabilities -235,057 -40,000 -275,057 -339,214 -50,000 -389,214Net Assets 296,329 81,022 377,351 297,502 14,265 311,767Share of balance sheet: 148,165 40,511 188,675 148,751 7,132 155,883

2023 2022NISA OSRAS Total NISA OSRAS TotalRevenues and profit:Revenues 177,709 32,497 210,206 166,115 1,147 167,262Operating expense -71,608 -18,294 -89,902 -67,314 -38 -67,352Depreciations -36,907 -12,861 -49,768 -37,335 -1,055 -38,390Financial income 1,970 271 2,241 1,295 - 1,295Interest expense -32,019 -3,418 -35,437 -21,925 -759 -22,684Result before tax 39,145 -1,805 37,340 40,835 -705 40,130Result 41,847 -1,408 40,439 40,835 -705 40,130Share of revenues and profit: 20,924 -704 20,220 20,418 - 20,418

Associates 2023SOCS WAAS REMO TotalCost price 01.01. 385 164 - 549Acc result and adjustments 1,727 47 - 1,774Book value 01.01. 2,112 212 - 2,323Share of result 271 369 -5,202 -4,563Other adjustments -274 - 46,001 45,726Book value 31.12. 2,108 581 40,798 43,487

Balance sheet:Current assets 5,143 359 3,036 8,538Non-current assets 692 - 45,970 46,662Current liablilities -4,234 -152 -7,622 -12,008Non-current financial liabilities - - - -Net assets 1,601 207 41,384 43,192

Share of revenues and profit:Revenues 3,566 19,201 2,733 25,500Operating expense -3,173 -18,707 -7,979 -29,859Financial income 2 -21 -108 -126Result before tax 395 473 -5,354 -4,486Taxes -152 -104 152 -104Result 243 369 -5,202 -4,590

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Associates 2022SOCS WAAS TotalCost price 01.01. 385 - 385Acc result and adjustments 894 - 894Book value 01.01. 1,279 - 1,279Share of result 675 47 722Other adjustments 158 164 322Book value 31.12. 2,112 212 2,323

Balance sheet:Current assets 6,435 359 6,435Non-current assets 373 - 373Current liablilities -5,692 -152 -5,692Non-current financial liabilities -4 - -4Net assets 1,112 207 1,112

Share of revenues and profit:Revenues 3,198 174 3,372Operating expense -2,576 -113 -2,689Financial income 296 - 296Result before tax 918 61 978Taxes -235 -13 -249Result 682 47 729

Financial assets at fair value - non-current 2023 2022Unlisted shares Share Book value Share Book valueBleivik SIM Holding AS (Classified as assets held for sale) 29,54 % 2,991 29.54% 2,991Hafast AS (Classified as assets held for sale) 2,64 % - 2.64% -Total 2,991 2,991

Based on, amongst others, no board representation, the Group does not have significant influence on the above mentioned

companies.

The shares in Hafast AS was written down to NOK 1 in 2019.

Investments in shares - current 2023 2022Listed shares Cost price Share Book value Cost price Share Book valueReach Subsea ASA (Classified as assets held for sale) 10 000 5,48 % 22,500 10,000 5.48% 21,000Total 22,500 21,000

Investments available for sale are shares which have no fixed maturity or return.

Shares are valued at fair value at year end. See note 7 Financial Market Risk, Financial Instruments for more information.

Subsidiaries with Significant Non-Controlling Interests

The Group have two subsidiaries with significant non-controlling interests (NCI) as of 31th Desember 2022. Information

regarding these is as follows (NOK 1,000):

2023Result allocated Accumulated Name Country NCIto NCINCI Paid dividendSolstad Supply AS (classified as Asset held for sale) Norway 27% 3,521 -29,737 -SOFO Tonjer IS Norway 44% 3,185 27,056 -2022Result allocated Accumulated Name Country NCIto NCINCI Paid dividendSolstad Supply AS Norway 27% -10,010 -33,258 -SOFO Tonjer IS Norway 44% 5,222 23,871 -

Capital has been called upon in SOFO Tonjer IS in 2023, with MNOK 41.58. MNOK 27.4 is contributed by minority interest.

2023Condensed financial statement Solstad Supply AS SOFO Tonjer ISNon-current assets - 80,016Current assets 88,111 39,481Total assets 88,111 119,497Non-current liabilities 813 -Current debt 42,078 16,824Total liabilities 42,891 16,824Income 21,708 51,238Result after tax 13,233 7,009

2022Condensed financial statement Solstad Supply AS SOFO Tonjer ISNon-current assets 256,873 30,210Current assets 62,744 31,960Total assets 309,406 62,170Non-current liabilities 391,349 -Current debt 53,709 8,128Total liabilities 445,058 8,128Income 87,964 39,667Result after tax -37,545 11,866

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

Note 16: Insurance Settlements

Note 17: Share Capital, Shareholders and Treasury Shares

When damages occur to vessels or equipment that are reported as insurance cases, the Group pays for the repairs in

advance. The following compensation has been received from the insurance companies (Continued and discontinued

operations):

2023 2022Received compensation 75,447 63,625

Insurance deductible per damage is included in Other operating expenses. Charter revenue includes recognition of Loss of

Hire-revenues of MNOK 75 and MNOK 62 for the two last years respectively.

Shares Share capital Treasury01/01/2023 77,308,609 77,309 -Capital increase privat placement 5,038,187 5,038 -31/12/2023 82,346,796 82,347 -01/01/2022 75,608,658 75,609 -Capital increase by convertion of debt 1,699,951 1,700 -31/12/2022 77,308,609 77,309 -

Capital increase by private placement is related to the Chief Executive Officer exercice off warrants to purchase 5,038,187

shares, through Jarsteinen AS. In connection with the Restructuring in 2020, and on the basis of a resolution by the

Company’s shareholders’ meeting, the Company’s CEO, Lars Peder Solstad, and the Company entered into a warrant

agreement whereby Lars Peder Solstad received 5,038,187 standalone rights to subscribe new shares in the Company.

The warrants were exercised on 20 October 2023, increasing share capital to 82,346,796. Refer to statement of changes in

equity and stock exchange announcement dated 24 October 2023.

As part of the Refinancing agreement with Aker, Solstad Offshore has as of contract agreement, October 2023, issued

warrants through its subsidiaries that were transferred to Solstad Maritime Group as a requirement for completion of the

transaction. These warrants were only possible to exercise until the major part of the the Refinancing was completed on

16 January 2024, and are no longer possible to exercise. They will therefore not impact the equity or results of Solstad

Offshore ASA and are not recognized by Solstad Offshore ASA.

As of 31 December 2023 there are still warrants that could be exercised for any unsettled debt after disposal of vessels held

for sale. As of 16 January 2024 all remaining debt on these vessels were repaid.

At 31.12.23 the Company’s share capital represents 82,346,796 shares at NOK 1.

At 31.12.22 the Company’s share capital represents 77,308,609 shares at NOK 1.

The number of shareholders at 31.12.23 was 9,832.

The number of shareholders at 31.12.22 was 10,919.

The Chief Executive Officer holds 8,235,966 shares through Jarsteinen AS.

As at 31.12.2023 and 31.12.2022 the Group had 139 treasury shares with cost price of MNOK 9.6.

Top 10 as of 31.12.2023 Number of shares OwnershipAker Capital AS 27,089,493 32.90 %Kistefos AS 11,275,000 13.69 %Jarsteinen AS 8,235,966 10.00 %Interactive Brokers LLC 4,297,550 5.22 %Kistefos Investment AS 3,601,000 4.37 %Magnus Leonard Roth 1,500,000 1.82 %Songa Capital AS 1,411,040 1.71 %Olymic Group AS 871,224 1.06 %Espedal & Co AS 656,687 0.80 %Nesttun Invest AS 600,000 0.73 %Minority shareholders 22,808,836 27.70 %82,346,796 100 %

Note 18: Earnings per Share

Earnings per share are calculated by dividing the Group majority result by the average number of shares as of 31.12,

adjusted for the average stock of treasury shares. There are no dilutive instruments as of 31 December 2023.

2023 2022Majority result from net profit for continuing operations for the year 285,152 -446,933Majority result from net profit for discontinuing operations for the year 115,278 -666,083Majority result from net profit for the year 400,430 -1,113,016Result from net profit for the year 407,136 -1,117,803Average number of shares 78,302,443 76,935,022Average number of Treasury shares 139 139Average number of shares to calculate earnings per share 78,302,304 76,934,883Earnings per share (basic and diluted) from continuing operations - majority (NOK) 3.64 -5.81 Earnings per share (basic and diluted) from discontinuing operations - majority (NOK) 1.47 -8.66 Earnings per share (basic and diluted) - majority (NOK) 5.11 -14.47

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SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

101

Note 19: Transactions with Related Parties

In addition to general management services, the Group has the following transactions with related parties:

Income Expenses Receivables Payables2023 2022 2023 2022 2023 2022 2023 2022Joint venture companiesNormand Installer SA - - - - 63,453 56,141 - -Omega Subsea Robotics AS - - 14,615 - - - 3,435 -Other related partiesIvan Eiendom - - 11,272 11,684 - - - -American Shipping Company - - 320,730 77,772 - - - 75,957Windstaller 25,654 - - - 273 - - -

The Group’s Affiliation with Related Parties:

Normand Installer SA is a joint venture company in which the Group has a 50% share. Receivable relates to a shareholders

loan.

The Group leases 2 ROVs from Omega Subsea Robotics. a joint venture company.

The Group leases offices and a warehouse at market price from om a company controlled by a related party.

The Group also has one vessel on bareboat from American Shipping Company (“AMSC”)(company owned 19.1% by one of

the larger shareholders).

The Group is part of the Windstaller alliance, and vessels utilized on contracts have revenues on time charter contracts with

the alliance.

From time to time, the Group has business relationship with Aker BP ASA, a company affiliated with one of the larger

shareholders.

Board Members and the Company’s Management are considered as related parties. There are no management

agreements with related parties outside the Group that charge management fees.

Transactions with related parties are completed at normal market prices. Interests are not calculated on outstanding

balances with related parties considered to be normal accounts receivable or payable. Current assets are included in the

ordinary evaluation of bad debt.

Note 20: Taxes

2023 2022Taxes payable 57,180 56,896Under/over accrual of tax payable - 37,637Change in deferred taxes 2,234 10,146Tax on result from continuing operations 56,641 104,679Tax on result from discontinued operations 2,773 -Tax on ordinary result 59,414 104,679

Apportionment of tax on ordinary resultNorwegian tax 2,234 10,146Foreign 57,180 94,533Total tax 59,414 104,679

Temporary differences:Fixed assets (vessels and other non-current assets) 3,992,764 5,205,848Receivables (current assets) -700,414 -31,144Other current assets - -Other accruals 626,799 -22,790Pension -19,763 -20,381Tax position related to sold assets 1,826,543 -718,640Shares/ownership (current assets) 684 -Interest deductions carried forward -1,338,902 -1,338,246Unrecovered loss carried forward -21,616,171 -21,100,343Total temporary differences -17,229,829 -18,025,696

Tax effect of temporary differences:Fixed assets (vessels and other non-current assets) 878,408 1,145,287Receivables (current assets) -154,091 -6,852Other current assets - -Other accruals 137,896 -5,014Pension -4,348 -4,484Tax position related to sold assets 401,839 -158,101Interest deductions carried forward -294,558 -294,414Unrecovered loss carried forward -4,755,558 -4,642,075Deferred tax asset not recognised 3,784,445 3,961,302Tax on result from continuing operations -2,117 -4,351Tax on result from discontinued operations -4,000 -Net deferred tax/ deferred tax asset (-) -6,117 -4,351

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2023 2022Changes in deferred tax in the balance sheetOpening balance deferred tax -4,351 -14,497Booked to profit and loss 2,234 10,146Charged to equity (change pension) - -Translation adjustment - -End balance deferred tax/ deferred tax asset (-) -2,117 -4,351Payable tax in the balance sheet consist ofOther payable corporation tax 24,715 228,409Other payable corporation tax recognized in Assets held for sale 152,335 -Total payable tax in the balance sheet 177,050 228,409Analysis of effective tax rate22% of pre-tax result 102,641 -222,887Effect of deferred tax asset not recognised -176,857 149,107Correction of previous years 0 37,637Differential in tax rates foreign entities 29,498 -1,094Permanent differences 104,132 141,916Estimated tax 59,414 104,679

Deferred tax asset is based on a tax rate of 22%.

Deferred tax on deviating values in associates with foreign partnerships has been included in the Group accounts. Further,

deferred tax is calculated on scenarios where a future realization will lead to a tax liability.

Deferred tax assets from losses carried forward are recognized under the assumption that companies under the ordinary

tax regime will have taxable income in the future. This taxable income is related to ordinary income, gain from sale of fixed

assets and taxable financial income.

The Group has an international business. The taxable treatment of transactions, operations and structures in foreign

countries may be challenged by local tax authorities, and may result in future tax obligations. Contingent liabilities are

recognized in the accounts if they are more likely than not to occur. The accounts reflect the Groups best estimate for

contingent liabilities at the end of the year.

At year end the Entity has included accrual for expected taxes related to operations in foreign waters. The accounts reflects

the Entity’s best estimate for contingent liabilities at the end of the year. Se note 29 for further information.

In total an amount of 288 million in non-deducted interest carried forward has not been recognized. Expiration date for 14

million is in 2027, 7 million in 2028, 19 million in 2029, 54 million in 2030, 64 million in 2031 and 130 million in 2032.

Unrecorded loss carry forward amounts to NOK 21.6 billion per year end 2023 (NOK 21.1 billion in 2022). The loss carry

forward does not have any expiration date.

Note 21: Pension

The Group has defined benefit pension plans for seafaring personnel in United Kingdom and for some of the administrative

personnel in Norway. The pension plans are insurance based. As at December 31, 2023, the pension plans have six active

and 99 pensioners as members.

The Group has a contribution plan for the majority of the seafaring personnel in Norway and administrative staff. The

Group’s pension scheme meets the requirements of the Norwegian law of Occupational pension.

UKUKNORWAYNORWAYThe following assumptions are used:2023 2022 20232022Discounted interest 4.50 % 4.85% 3.10 % 3.00%Expected return 3.10 % 3.00%Regulation of salaries 3.35 % 3.45% 3.50 % 3.50%Regulation of base amount 3.25 % 3.25%Regulation of pension 2.85 % 2.85% 3.25 % 2.00%

Changes in pension obligation: 2023 2022Estimated liability at beginning of the year 213,354 252,393Interest expense 8,378 4,567Annual pension earnings 1,458 1,464Curtailment / settlement - -Payroll tax employer contribution, assets -1,107 -709Benefits paid -15,595 -13,823Past service cost 2,422 877Actuarial (gain) / loss on the obligation 4,804 -31,416Estimated liability at year end 213,715 213,354Changes in plan assets:Opening value of plan assets 192,973 226,529Expected return 7,553 3,779Curtailment / settlement - -Payroll tax of employer contribution, assets -164 -156Contributions by employer 7,849 5,026Benefits paid -13,471 -11,629Actuarial gain / (loss) -890 -30,576Estimated plan assets at year end 193,850 192,973

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105

Net plan assets/liabilities: 2023 2022Pension liabilities 213,715 213,354Plan assets 193,850 192,973Net plan assets/ (liabilities) incl social security -19,865 -20,381Social security -2,455 -2,519Net plan assets/(liabilities) incl social security classified as Liabilities directly associated with the Assets held for sale -15,577 -Pension cost:Present value of pension obligation 1,057 1,014Interest expenses on obligation 8,378 4,567Expected return on plan assets -7,553 -3,779Administration expense 565 607Recognition of past service cost 2,422 877Settlement/curtailmen of net obligation - -Pension cost 4,869 3,286Payment on contribution plan 26,340 46,581Total pension cost 31,209 49,867Actual return on plan assets -6,663 26,797Acturial gain and loss (-)Total acturial gain / loss -2,427 840Currency - -Tax effect 1,155 107Acturial gain / loss booked on Other comprehensive income -1,272 947

Pension liability for 2023 and 2022 is based on table K2013 for Norway and S2IA for UK.

Individual Pension Agreements

From the merger with Farstad the Group has an individual pension obligation for four former employees and one former

Chairman of the Board. A total liability of NOK 0 million is included in the net liability above (NOK 2.1 million in 2022).

Plan assets are invested in a wide portfolio by an external insurance company. The insurance company is responsible for

total administration of the pension plan.

For both years the “Norwegian Covered Bonds Market”-interest rate is used as basis for determination of the discounting

rate.

Note 22: Cash and Cash Equivalents

Note 23: Environmental Conditions

Note 24: Paid out and Proposed Dividend

2023 2022Cash and cash equivalents 501,014 2,170,072Cash and cash equivalents classified as Assets held for sale 1,381,956 -Total cash and cash equivalents 1,882,971 2,170,072

The Group’s tied deposits total MNOK 29 (MNOK 37 in 2022) of which all is employee tax withheld.The tied deposits are

classified as Assets held for sale.

As part of the restructuring of the Group’s debt effective from 20 October 2020, the total bank deposits are pledged.

As a part of the restructuring on 20 October 2020, a MNOK 1,500 Super Senior Credit Facility (SSCF) was made available

for the Group. Available funds under the SSCF is classified as ordinary bank deposits. Per 31 December 2023 the SSCF

was fully repaid through vessel sales during the year. Per 31 December 2022 the available funds under the SSCF bank

deposits was MNOK 1,502 and the outstanding credit facility was MNOK 1,302.

The Group can not be in any event of continuing default before, or as a result of, any use of the funds under the SSCF.

All of the company’s vessels comply with current environmental requirements. In 2023, none of the company’s vessels had

conditions imposed on them for upgrading or improving technical equipment or any other measures necessary to satisfy

current environmental standards.

The company’s HSE and ISPS system complies with international regulations (IMO’s International Safety Management

Code). All vessels and our administration hold ISM certification from Det Norske Veritas or relevant Flag State. The

company’s Quality Assurance system is certified in accordance to NS-EN ISO 9001:2000.

Reference is made to note 2 Significant Judgements, Accounting Estimates and Assessments.

2023 2022 2021Approved and paid out during the year:Ordinary dividend - - -Proposed dividend at general meeting:Ordinary dividend - - -Per share (NOK) - - -

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Note 25: Non-Current Receivables

Note 26: Accounts Receivable and Other Current Receivables

2023 2022Sellers credit* - 29,572Loan to other companies - 536Other receivables 32,179 27,429Total other non-current assets 32,179 57,536Classified as Assets held for sale 11,669 -

* Reference Note 7 Financial Market Risk, Financial Instruments

2023 2022Accounts receivable 312,428 1,228,901Receivable from associates and joint venture companies - 3,586Total accounts receivable 312,428 1,232,487Classified as assets held for sale* 1,193,804 -* MNOK 55 is receivables from associates and joint venture companies.Contract assets 319,617 222,193Classified as assets held for sale 221,002 -Prepaid expenses 23,443 143,611VAT/ WHT receivable 86,415 19,946Costs to fulfil a contract - 70,477Other current receivables 120,048 241,914Receivable from associates and joint venture companies - -Total current receivables 229,906 475,948Classified as Assets held for sale 365,096 -

Contract assets are earned, not invoiced revenues. Costs to fulfill a contract are costs incurred in advance of a contract to

be abel to fulfill performance obligations under the contract. The costs are recorded over the contract period. Other current

receivables are mainly refundable insurance claims, government grants and prepaid docking expenses. Other current

receivables included in assets held for sale consists of prepayments of MNOK 28, VAT/WHT receivables of MNOK 32, costs

for fulfill a contract of MNOK 45, prepaid borrowing costs of MNOK 73, prepaid equity cost of MNOK 18 and other items of

MNOK 169.

Note 27: Inventory

Stock consists of provisions, bunkers and lube oil on the Group’s vessels:

2023 2022Bunkers 14,454 104,426Lube oil 8,223 40,638Other 417 83,133Total inventory 23,095 228,197Classified as asset held for sale 77,730 -

Other stocks is mainly critical spare parts and dry docking work-in-progres. From 2023 this is classified as fixed assets.

Note 28: Other Current Liabilites

2023 2022Contract liabilites - 3,597Classified as Liabilities directly associated to the Assets held for sale 11,560 -Accrued salaries, related taxes and VAT payable 155,486 293,720Costs to fulfill a contract - -Other current liabilities 228,477 201,736Total current liabilities 383,963 495,456Classified as Liabilities directly associated to the Assets held for sale 844,399 -

Contract liabilites are invoiced revenues, but where the performance obligation is not fulfilled.

Other current liabilities consist mainly of incurred operational expenses and performed planned periodic maintenance not

yet invoiced at year end.

Total other current liabilites included in liabilities directly associated with the assets held for sale consists of accrued

salaries, related taxes and VAT with MNOK 207, costs to fulfill a contract with MNOK 28 and other current liabilites of MNOK

609.

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109

Note 29: Contingent Liabilities, Assets and Provisions

Contingent liabilities are recognized in the accounts if they are more likely than not to occur. The accounts reflect the

Companys’s best estimate for contingent liabilities at the end of the year.

The Company has an international business. The taxable treatment of transactions, operations and structures in foreign

countries may be challenged by local tax authorities and may result in future tax obligations.

Tax Claims in Brazil

Chartering of non-Brazilian built tonnage in Brazil require application for tax exemption for temporary importation of

vessels and spare parts through Brazilian Oil & Gas tax regime (REPETRO). There are several cases where Brazilian Tax

Authorities claim to have identified procedural error, and where large fines are imposed.

The Company’s subsidiaries in Brazil; Solstad Shipping Ltda., Solstad Navegacão Marítima Ltda. and Solstad Offshore

Ltda. have all received claims ralated to importation of vessels and spare parts during the period 2008-2018. The claims

relates to customs duties, notices of infringement and fines. The claims are annually adjusted according to market interest

rate.

All claims are handled by the Company’s lawyers in Brazil. The majority of the claims are rejected and chances to succeed

are considered high. Although most claims are rejected, they represent liabilities which, in Management’s assessment,

can lead to release of financial resources in the future, or may need a legal deposit if the case goes to Judicial level.

Management also believes some liabilities can be measured and estimated realiably.

The total potential claim amounts to approximately MNOK 365 (MNOK 290). The increase in 2023 is due to currency MNOK

40 and interest and surcharges MNOK 35. Based on an individual assessment of each case the Group’s total recognized

accrual is MNOK 17.6 (MNOK 15.9 in 2022). Legal fees are expensed as incurred.

VAT Claim Thailand (Related to Assets Held for Sale)

The provision included at year end of MNOK 461 (MNOK 200 in 2022) relates to claims on VAT, corporate income taxes

and associated interests and penalty claims from legacy operations in Thai waters in the period between 2016 and 2020.

The Thai revenue department has notified the Thailand branch of Solstad Offshore Asia Pacific Pte Ltd of claims which

at the date hereof is calculated to an amount corresponding to the provision. The Group is in a process of analyzing the

claim and obtaining an understanding of all relevant matters associated with the legacy operations, including appeals and

negotiations with the revenue department. Due to the uncertainty, complexity and recent claim updates from foreign state,

the Group has no current understanding of when possible cash outflow may occour, and is working closely with adviseres

on this matter. The claim does not have recourse to other companies in the Group other than Solstad Offshore Asia Pacific

Pte Ltd. The Group has currently no operations in these foreign waters. The increase of MNOK 261 is based on the recent

claim updates, and a reclassification from Corporate income tax to Value added tax (reclassified from tax on ordinary result

to Administrative costs in the profit & loss) has also been done in 2023 to better reflect the basis of the claim.

Value added Corporate Other taxincome taxclaims TotalContingent liability 01.01.2023 - 200,000 15,873 215,873Increase in contingent liability 324,800 -63,800 1,757 262,757Contingent liability 31.12.2023 324,800 136,200 17,630 478,630whereof classified as Liability directly associated with the Asset held for sale 324,800 136,200 - 461,000

Normand Maximus

Reference is made to note 8 regarding information about Normand Maximus.

Insurance Claims

The Company receives compensation for costs of repairs on damages on vessels and equipment, and loss of hire-

revenues for damages where the vessel is off-hire for a period of time related to the insurance case. The revenues and

cost reimbursement is booked as a provision at the time the claim is sent to the insurance company, and is assessed to be

virtually certain. The total insurance claim recoverable as of 31 December 2023 was MNOK 124.

Kistefos AS

On 7 December 2023, Kistefos AS (‘Kistefos’) as shareholder in Solstad Offshore ASA called for an extraordinary

shareholders meeting. Kistefos required that Solstad Offshore ASA should bring legal actions against several companies

and persons for i.a unlawful distributions in connection with the Refinancing of Solstad Offshore ASA announced 23 October

2023. The request for an extraordinary shareholders meeting was withdrawn on 31 January 2024, and no claim has been

notified against Solstad Offshore ASA or its subsidiaries as at the date hereof. On 1 March 2024 Kistefos AS informed

the Board Members and CEO of Solstad Offshore ASA that Kistefos is considering initiating a lawsuit against the board

members and the CEO to claim compensation for the alleged loss incurred by Kistefos as a result of the Refinancing that

was announced by the Company on 23 October 2023. It is not assessed as probable that the disagreement between the

shareholders and the board and CEO will lead to a liability or significant costs for the Company, and no provision for any

liability has been made in the financial statements.

Note 30: Subsequent Events

• With reference to Company’s stock exchange message on 23 October 2023 ‘Refinancing of Solstad Offshore’, a

financing solution supported by Aker Capital AS, AMSC ASA, DNB Bank ASA and Eksportfinans Norge AS was

announced (the “Refinancing”). The major part of the Refinancing was completed on 16 January 2024. Solstad

Offshore ASA will have 27% direct ownership of Solstad Maritime. Solstad Maritime will be reflected as an investment

in associates and accounted for using the equity method in line with IAS 28. During 4Q 2023 impairments of MNOK

578 has been booked against non-current assets held for sale following the Refinancing. The transaction is exposed to

and will be impacted by revaluation of debt in foreign currency and net result from operations from 1 January 2024 to

16 January 2024, to be reflected in 1Q 2024.

• The Company is in the process of refinancing the mortgage debt towards “Normand Superior”. The maturity under the

current financing has been extended to 30 June 2024.

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111

Alternative Performance

Measures

In addition to reporting measures required under IFRS, the Company also uses the following alternative performance

measures in the annual reports

Equity Ratio

Booked equity including minority interests in percentage of total assets

Earnings per Share

Result for the period for the Group divided by weighted average number of shares for the reporting period, adjusted for

treasury shares

Adjusted EBITDA

Operating result before depreciations and impairments adjusted for joint ventures, operating leases, net gain/loss on sale of

assets, restructuring costs and other non-cash related items

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113

Corporate accounts for

Solstad Offshore ASA

Parent Company

Profit or Loss Account

Amounts in NOK 1,000

2023 2022 Note

Other operating income 15,700 12,912

Total operating income 15,700 12,912

Personnel costs -3,153 -3,115 4

Other operating expenses -12,226 -8,763 4

Total operating expenses -15,379 -11,878

Operating loss 321 1,034

Other interest income 130 6

Other financial income - 257,680 5

Other interest charges - -

Other financial charges -38 -7,145 5,7

Net financial items 93 250,540

Ordinary result before taxes 414 251,574

Tax on ordinary result - - 8

Net result for the year 414 251,574

Transfer and disposable income

Transfer to/from other equity 414 251,574 9

Total transfer and disposable income 414 251,574

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SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

115

Balance Sheet

Amounts in NOK 1,000

2023 2022 Note

ASSETS

FIXED ASSETS

FINANCIAL FIXED ASSETS:

Investment in subsidaries 830,082 830,082 6

TOTAL FINANCIAL FIXED ASSETS 830,082 830,082

TOTAL FIXED ASSETS 830,082 830,082

CURRENT ASSETS

RECEIVABLES:

Other current receivables 43,218 36,633 7

Total receivables 43,218 36,633

Bank deposits and cash equivalents 14,719 719

TOTAL CURRENT ASSETS 57,937 37,352

TOTAL ASSETS 888,020 867,434

2023 2022 Note

EQUITY & LIABILITIES:

EQUITY

RESTRICTED EQUITY:

Share capital (82,346,796 a 1,-) 82,347 77,309

Share premium 189,456 180,387

TOTAL RESTRICTED EQUITY 271,803 257,696 9

EARNED EQUITY:

Other equity 577,255 420,993 11

TOTAL EARNED EQUITY 577,255 420,993

TOTAL EQUITY 849,057 678,689 9

LIABILITIES

OTHER NON-CURRENT LIABILITIES:

Other non-current liabilities 1 046 1,046 13

TOTAL NON-CURRENT LIABILITIES 1 046 1,046

CURRENT LIABILITIES:

Accounts payable 32,589 185,210 7

Other current liabilities 5,327 2,489

Total current liabilities 37,916 187,699

TOTAL CURRENT LIABILITIES 38,962 188,745

TOTAL EUQUITY AND LIABILITIES 888,020 867,434

Harald Espedal

Chairman

Ellen Solstad

Director

Frank O. Reite

Director

Lars Peder Solstad

CEO

Peder Sortland

Director

Ingrid Kylstad

Director

Board of Director in Solstad Offshore ASA

Skudeneshavn April 30, 2024

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2023 2022

CASH FLOW FROM OPERATIONS

Profit / loss before taxes 414 251,574

Impariment of financial assets - -

Interest income -130 -6

Interest expense - -

Non-cash refinance effects - -250,565

Unrealised currency gain/ -loss - -

Change in current receivables and payables 3,227 4,035

Change in other accruals -3,748 3,366

Net cash flow from operations -237 334

Cash flow from investments

Investments in shares - -

Pamynet of non-current receivables - -

Deposal of shares - -

Net cash flow from investments - -

CASH FLOW FROM FINANCING

Paid-in capital 14,107 -

Interest reiveiced 130 6

Interest paid - -

New / repayment of (-) debt - -

Net cash flow from financing 14,237 6

Net change in cash and cash equivalents 14,000 340

Cash and cash equivalents at 01.01 719 379

Cash and cash equivalents at 31.12 14,719 719

Statement of Cash Flow

Amounts in NOK 1,000

Notes

Notes to the Parent Company Financial Statements.

All figures in NOK 1,000 unless otherwise stated.

Note 1: Accounting Principles

General

The annual accounts have been prepared in accordance

with the Accounting Act and best practice accounting

principles in Norway. The most important accounting

principles are described below.

Use of Estimates

In the preparation of the accounts, estimates and

assumptions are used which affect the accounts. Actual

figures may differ slightly from the estimates.

Foreign Currency

Monetary items in foreign currency are converted at the

exchange rate at the balance sheet date.

The following exchange rates have been used in the

accounts:

GBP USD EUR

Per 31.12.23 12.934 10.172 11.241

Per 31.12.22 11.854 9.857 10.513

Cost of Borrowing

The cost of borrowing is capitalized at the time of

borrowing and the cost is charged over the maturity period

of the loan. Evaluation and presentation of current assets

Stocks are valued as the lowest of either the acquisition

or the estimated sales value. Receivables are ecorded at

face value with deduction for anticipated loss.

Financial Fixed Assets

Non-current investment in shares and other investments

are valued at the lowest of either the acquisition cost or the

estimated sales value if the reduction in the sales value is

not considered temporary.

Taxes / Deferred Tax

Deferred tax/ deferred tax assets are calculated, using

the liability method, at 22 percent based on temporary

differences between the accounting and tax-related

values existing at the end of the financial year and any

tax deficits are carried forward. Temporary tax increases

and decreases are recorded in the balance sheet as net

figures.

Classification of Items in the Accounts

Assets determined for long-term ownership or use and

receivables which are due more than one year after the

expiry of the financial year are recorded as fixed assets.

Any remaining assets are classified as current assets.

Liability which is due more than one year after the expiry of

the financial year is recorded as non-current debt.

Contingencies

Contingent losses that are probable and quantifiable are

recorded to the accounts, whilst contingent gain/income is

not.

Shares and Holdings in Other Companies

Current investments related to shares are not treated as a

trading portfolio and are valued at the lowest of cost price

and market value.

Shares in Subsidiaries, Associates and Jointly-Owned

Companies

Shares in subsidiaries, associates and jointly-owned

companies are recorded in the parent company accounts

at cost and written down to the extent that there is a

significant deficit value which is not considered temporary.

118

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

119

Note 2: Major Transactions/Events

Note 3: Financial Risk

Reference is made to Note 3 in the Group Annual Report for further information.

The Company is exposed to various financial risks in its activities. Financial risk is the risk incurred from any changes in

currency and interest rates together with counterparties ability to pay, and which impacts the value of the company’s assets,

liabilities and future cash flows.

Reference is made to Note 7 in the Group Annual Report for further information.

Treasury Shares

Treasury shares are recorded as a nominal value under

the item “share capital”. The difference between nominal

and acquisition cost is entered as “other equity”.

Cash Flow

The Group applies the indirect method. Investment in

shares and other liquid assets with maturity over three

months are not included under cash equivalents.

Note 4: Other Expenses, Wages, Employees and Distinctive Contributions

2023 2023

Wages and director fee 2,738 2,579

Employer’s National Insurance 369 351

Pension costs - -

Other benefits - 1

Travelling costs, courses and other personnel costs 47 184

Total employee cost 3,153 3,114

Average number of FTEs 0 0

Remuneration to Directors, Managing Director and Auditors

The Company had no employees in 2023 and 2022.

Payments to Board of Directors: 2023 2022

Harald Espedal 622 592

Frank O. Reite 440 419

Ellen Solstad 325 309

Peder Sortland 411 441

Ingrid Kylstad 411 392

Thorhild Widvey 325 260

Auditors EY 2023 2022

Statutory audit 2,203 2,132

Other assurance services 649 927

Other non-audit services 1,579 627

Total 4,431 3,686

Audit fees relates to statutory audit of accounts. Other assurance services relates to services required by law. Other non-

audit services are fee for compliance services and restructuring process. Amounts are exclusive VAT.

There are no distinctive agreements regarding remuneration for the Chairman of the Board and nor are there any distinctive

bonus or option programmes for any Board Member.

120

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

121

Note 5: Financial Items

Note 6: Shares in Subsidiaries

Other financial income of MNOK 251 in 2022 relates to convertion of debt to equity.

Other financial costs of TNOK 38 relates to currency loss and bank charges. Comparable figures for 2022 of MNOK 7

relates to impairment of shares in subsidiary.

31.12.2023

Place of

business

Owner- /

voting shares

Number of

Nominal

value

capital

Cost price /

book value

Solstad Shipholding AS Skudeneshavn 100 % 30 000 10 300 830 052

Solstad Ålesund AS Skudeneshavn 100 % 30 000 1 30 -

Solship Invest 3 AS Skudeneshavn 100 % 30 000 1 30 -

Solship AS Skudeneshavn 100 % 30 000 1 30 30

Total 830 082

31.12.2022

Place of

business

Owner- /

voting shares

Number of

Nominal

value

capital

Cost price /

book value

Solstad Shipholding AS Skudeneshavn 100 % 30 000 10 300 830 052

Solstad Ålesund AS Skudeneshavn 100 % 30 000 1 30 -

Solship Invest 3 AS Skudeneshavn 100 % 30 000 1 30 -

Solship AS Skudeneshavn 100 % 30 000 1 30 30

Total 830 082

Note 7: Interompany Group

Solstad Offshore ASA had the following debt to companies in the Group:

31.12.2023 31.12.2022 Interest

Solstad Shipholding AS 36,633 36,633

Solstad Rederi AS 3,623 -

Other current receivables 40,256 36,633

Solstad Shipping AS 32,589 113,251

Solstad Australia Pty Ltd - 225

Solstad Management AS - 29,750

Normand Drift AS - 41,984

Account payable 32,589 185,210

122

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

123

Note 8: Taxes

2023 2022

Taxable income

Result before tax 414 251,574

Changes in tempoary diferrences - -

Permanent differences 155,848 -243,450

Gain sale of shares -

Transferred to/from loss carry forward -156,261 -8,124

Taxable income - -

Change in deferred taxes - -

Tax on ordinary result - -

Current receivables -2,000 -2,000

Unrecovered interest carried forward - -

Unrecovered loss carried forward -1,642,475 -1,793,621

Total temporart differences -1,644,475 -1,795,621

Cuclulated deferred tax asset 361,784 394,597

Unrecognized part of deferred tax asset -361,784 -394,597

Booked deferred tax asset - -

Analysis of effective tax rate:

22 % of Profit before Tax 91 55,346

Tax effect of dividends and gain/loss sale of shares - 321,204

Deferred tax asset not recognised -34,378 -324,778

Tax effect of permanent differences 34,286 -53,559

Estimated tax - -

Note 9: Equity, Shareholders and Treasury Shares

Share capital Share premium Other equity Total equity

Equity 31.12.2022 77,309 180,387 420,993 678,689

Share capital privat placement 5,038 9,069 - 14,107

Share capital increase by debt forgiveness - - 155,848 155,848

Annual result - - 414 414

Equity 31.12.2023 82,347 189,456 577,255 849,057

At 31.12.23 the Company’s share capital represents 82,346,796 shares at NOK 1.

At 31.12.22 the Company’s share capital represents 77,308,609 shares at NOK 1.

The number of shareholders at 31.12.22 was 9,832 (10,919 at 31.12.22).

Shareholders with more than 1 % holding at 31.12.2023

Number of shares Ownership

Aker Capital AS 27,089,493 32.90 %

Kistefos AS 11,275,000 13.69 %

Jarsteinen AS 8,235,966 10.00 %

Interactive Brokers LLC 4,297,550 5.22 %

Kistefos Investments AS 3,601,000 4.37 %

Magnus Leonard Roth 1,500,000 1.82 %

Songa Capital AS 1,411,040 1.71 %

Olympic Group AS 871,224 1.06 %

Espedal & Co AS 656,687 0.80 %

Nesttun Invest AS 600,000 0.73 %

59,537,960 72.30 %

In accordance with the definition in corporate law, the Directors had the following holdings at 31.12.2023

Number of shares

Harald Espedal 656,687

Frank O. Reite 356,509

Ellen Solstad * -

Peder Sortland -

Ingrid Kylstad -

* Shares held through Jarsteinen AS, which is a company owned by an investment company of CEO Lars Peder Solstad (60% ownership) and an investment

company of Ellen Solstad (20% ownership).

124

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

125

Note 10: Earnings per Share

Note 11: Transactions with Related Parties

Note 12: Guarantees

In 2023 earnings per share was NOK 0.01. The equivalent value in 2022 was NOK 3.27. Earnings per share is calculated

by dividing the company’s result by the average number of shares, adjusted for the stock of treasury shares. There are no

instruments that prevents the possibility of dilution.

Related parties are considered to be Board Members (including associates) and the company management.

There are no management agreements with related parties outside the Group that charge management fees.

Solstad Offshore ASA has issued a Parent Company Guarantee of MNOK 13,217.

The Managing Director Lars Peder Solstad controlled 8,235,960 shares at 31.12.2023.

Per 31.12.2023 the company holds 124 treasury shares at a cost price of MNOK 9.6.

Per 31.12.2022 the company holds 124 treasury shares at a cost price of MNOK 9.6.

As part of the Refinancing agreement with Aker, Solstad Offshore has as of contract agreement, October 2023, issued

warrants through its subsidiaries that were transferred to Solstad Maritime Group as a requirement for completion of

the transaction. These warrants were only possible to exercise until the major part of the Refinancing was completed on

16 January 2024, and are no longer possible to exercise. They will therefore not impact the equity or results of Solstad

Offshore ASA and are not recognized by Solstad Offshore ASA.

Note 13: Other Non-Current Liabilities

Note 14: Additional Information Related to Cash Flow

As part of the refinancing in 2020 Aker, Hemen and Jarsteinen issued convertible loans as an instrument to avoid dilution.

31.12.2023 31.12.2022

Aker Capital AS 882,693 882,693

Hemen Holding Ltd - -

Jarsteinen AS 163,439 163,439

1,046,132 1,046,132

The Group utilizes the indirect method. Investment in stocks and shares with a maturity of more than three months are not

included in the cash equivalents.

126

SOLSTAD OFFSHORE ASA ANNUAL REPORT 2023

127

Statsautoriserte revisorer

Ernst & Young AS

Thormøhlens gate 53 D, 5006 Bergen

Postboks 6163, 5892 Bergen

Foretaksregisteret: NO 976 389 387 MVA

Tlf: +47 24 00 24 00

www.ey.no

Medlemmer av Den norske Revisorforening

A member firm of Ernst & Young Global Limited

INDEPENDENT AUDITOR'S REPORT

To the Annual Shareholders' Meeting of Solstad Offshore ASA

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Solstad Offshore ASA (the Company) which comprise the

financial statements of the Company and the consolidated financial statements of the Company and its

subsidiaries (the Group). The financial statements of the Company comprise the balance sheet as at 31

December 2023, the profit or loss account, the statement of cash flow for the year then ended and notes

to the financial statements, including a summary of significant accounting policies. The consolidated

financial statements of the Group comprise the consolidated statement of financial position as at 31

December 2023, the consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flow for the year then ended and notes to the

financial statements, including material accounting policy information.

In our opinion

• the financial statements comply with applicable legal requirements,

• the financial statements give a true and fair view of the financial position of the Company as at 31

December 2023 and its financial performance and cash flows for the year then ended in

accordance with the Norwegian Accounting Act and accounting standards and practices

generally accepted in Norway,

• the consolidated financial statements give a true and fair view of the financial position of the

Group as at 31 December 2023 and its financial performance and cash flows for the year then

ended in accordance with IFRS Accounting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the audit committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of

the financial statements section of our report. We are independent of the Company and the Group in

accordance with the requirements of the relevant laws and regulations in Norway and the International

Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants

(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit

Regulation (537/2014) Article 5.1 have been provided.

We have been the auditor of the Company since the listing in 1997, for more than 26 years from the

election by the general meeting of the shareholders.

Independent auditor's report - Solstad Offshore ASA 2023

A member firm of Ernst & Young Global Limited

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the financial statements for 2023. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters. For each matter below, our description of how our audit addressed the matter is

provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial

statements section of our report, including in relation to these matters. Accordingly, our audit included the

performance of procedures designed to respond to our assessment of the risks of material misstatement

of the financial statements. The results of our audit procedures, including the procedures performed to

address the matters below, provide the basis for our audit opinion on the financial statements.

Assets held for sale – Solstad Maritime Holding AS (Solstad Maritime)

Basis for the key audit matter

The company entered into an agreement in

October 2023 regarding the subsidiaries in

Solstad Maritime which led to loss of control

subsequent in 2024 when the transaction was

completed. Solstad Maritime was presented as

held for sale in 2023 group financial statement

and the company recorded an impairment on

non-current assets of 578 MNOK based on the

fair value less cost to sell.

Management assessed the accounting of the

transaction and judgement was required to

assess the classification and presentation

according to IFRS 5. Management further used

significant judgement evaluating the fair value

less cost to sell which was determined based on

the terms in the agreement and supported with a

valuation report and corroborating valuations.

Based on the impact of the agreement and

management’s judgement this was considered as

a key audit matter.

Our audit response

We obtained and reviewed the transaction

agreement and discussed with management to

understand the key terms in the agreement. We

evaluated management’s assessment of the

accounting classification and presentation, and

the valuation. The evaluation included an

assessment of the methodology, assumptions

and valuation models used. We further assessed

the mathematical accuracy of the calculations

and corroborated assumptions used towards

agreements and other available information. We

involved valuation specialists to assist in

evaluating the key assumptions and

methodology. We assessed the presentation in

the statement of financial position and notes.

We refer to notes 2 and 5 of the consolidated

financial statements.

Independent auditor's report - Solstad Offshore ASA 2023

A member firm of Ernst & Young Global Limited

Impairment evaluation of vessels and right of use asset (vessels)

Basis for the key audit matter

Management identified indicators of changes in

vessel values and tested recoverable amounts of

the Group’s vessels (including right of use assets

vessels). The Group has taken an impairment

reversal for vessels related to the CSV segment

in continuing operations of MNOK 298 based on

value in use-calculations.

Each individual vessel was assessed as a

separate cash generating unit.

When estimating value in use, management

applied budget and long-term forecast (5 years)

Key estimates for the value in use calculation

were future day rates, utilization rates, and

discount rate.

Considering the extent of estimates and

assumptions applied in the impairment

evaluation, and management’s involvement and

significant judgement in establishing them, we

assess impairment evaluation of vessels as a key

audit matter.

Our audit response

Our audit procedures related to value in use

included, among others, an evaluation of the

cash flows through comparing assumptions for

revenue projections to budget and long-term

forecast for continuing operations, current

contracts, and market analysis from third-party.

For operating expenditures, we compared the

estimates to approved budgets, historical data

and external long-term forecasts. We performed

an assessment of management’s forecast

through a review of actual performance against

previous forecasts and the consistence of

valuation methodology applied.

We involved an internal valuation specialist in

testing of the mathematical accuracy of the value

in use calculation, in the assessment of the

model and the discount rate applied. We

performed sensitivity analysis of management’s

assumptions. Furthermore, we compared

management’s value in use calculations with

third-party broker valuation reports obtained by

management.

We refer to note 2, note 9 and note 10 of the

consolidated financial statements.

Other information

Other information consists of the information included in the annual report other than the financial

statements and our auditor’s report thereon. Management (the board of directors and chief executive

officer) is responsible for the other information. Our opinion on the financial statements does not cover the

other information, and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information,

and, in doing so, consider whether the board of directors’ report, the statement on corporate governance

and the statement on corporate social responsibility contain the information required by applicable legal

requirements and whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the

work we have performed, we conclude that the other information is materially inconsistent with the

financial statements, there is a material misstatement in this other information or that the information

required by applicable legal requirements is not included in the board of directors’ report, the statement

on corporate governance or the statement on corporate social responsibility, we are required to report

that fact.

We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement

on corporate governance and the statement on corporate social responsibility are consistent with the

financial statements and contain the information required by applicable legal requirements.

Independent auditor's report - Solstad Offshore ASA 2023

A member firm of Ernst & Young Global Limited

Responsibilities of management for the financial statements

Management is responsible for the preparation of the financial statements of the Company that give a

true and fair view in accordance with the Norwegian Accounting Act and accounting standards and

practices generally accepted in Norway, and for the preparation of the consolidated financial statements

of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by

the EU. Management is responsible for such internal control as management determines is necessary to

enable the preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s and the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless management either intends to liquidate the

Company or the Group, or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s and the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Company’s and the Group’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required to

draw attention in our auditor’s report to the related disclosures in the financial statements or, if

such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor’s report. However, future events or conditions

may cause the Company and the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial

Independent auditor's report - Solstad Offshore ASA 2023

A member firm of Ernst & Young Global Limited

statements. We are responsible for the direction, supervision and performance of the group audit.

We remain solely responsible for our audit opinion.

We communicate with the board of directors regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters

that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the board of directors, we determine those matters that were of

most significance in the audit of the financial statements of the current period and are therefore the key

audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should

not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirement

Report on compliance with regulation on European Single Electronic Format (ESEF)

Opinion

As part of the audit of the financial statements of Solstad Offshore ASA we have performed an assurance

engagement to obtain reasonable assurance about whether the financial statements included in the

annual report, with the file name 5967007LIEEXZXHGO849-2023-12-31-en.zip, have been prepared, in

all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU)

2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to

Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the

preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial

statements.

In our opinion, the financial statements, included in the annual report, have been prepared, in all material

respects, in compliance with the ESEF Regulation.

Management’s responsibilities

Management is responsible for the preparation of the annual report in compliance with the ESEF

Regulation. This responsibility comprises an adequate process and such internal control as management

determines is necessary.

Auditor’s responsibilities

Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material

respects, the financial statements included in the annual report have been prepared in accordance with

the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance

Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial

information”. The standard requires us to plan and perform procedures to obtain reasonable assurance

about whether the financial statements included in the annual report have been prepared in accordance

with the ESEF Regulation.

As part of our work, we perform procedures to obtain an understanding of the company’s processes for

preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial

statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL

tagging of the consolidated financial statements and assess management’s use of judgement. Our

Independent auditor's report - Solstad Offshore ASA 2023

A member firm of Ernst & Young Global Limited

procedures include reconciliation of the iXBRL tagged data with the audited financial statements in

human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Bergen, 30 April 2024

ERNST & YOUNG AS

___________________

Øyvind Nore

State Authorised Public Accountant (Norway)