Force Bidco A/S

2023

The Annual General Meeting adopted the Annual Report on 26/4 2024.

Chairman of the General Meeting

Force Bidco A/S

Lysholt Allé 6

DK-7100 Vejle

Denmark

ANNUAL

REPORT

Business Registration No. 42 42 47 57

Registered office: Vejle

Financial year: 01.01.2023 - 31.12.2023

fairwind.com

Glo

bal

Company Information

4 Company Information

Statement by Management

5 Statement by Management

6 Letter from the CEO

Independent Auditor’s Report

10 Independent Auditor’s Report

16 Management Review

Management Review

17 Key Financial Figures and Ratios

18 Development in Activities and Financial Positions

20 Financial risks

21 ESG and Sustainability

22 FairWind business model

23 Sustainability Remains a Part of our DNA

25 Taxonomy

27 Proportion of Revenue, OpEx and CapEx

30 Board of Directors

32 Executive Board

33 Code of Conduct

34 Culture

Consolidated Financial Statements

44 Profit & Loss

46 Balance

48 Changes in equity

49 Cash flow statement

50 Notes

Parent Company Financial Statements

92 Parent profit & Loss

93 Parent Balance

95 Parent changes in equity

96 Parent Cashflow statement

97 Parent notes

Appendix

106 Appendix 1

FairWind Group Annual Report 2023Page 2 FairWind Group Annual Report 2023Page 2 Table of Content |

Our goal

Complete

satisfaction of

the customer’s

wind energy

support needs

Force Bidco A/S

Lysholt Allé 6

DK-7100 Vejle

Denmark

Business Registration: No.: 42 42 47 57

Registered office: Vejle

Financial year: 01.01.2023 - 31.12.2023

Deloitte Statsautoriseret

Revisionspartnerselskab

City Tower,

Værkmestergade 2

8000 Aarhus C

Mike Winkel, Chairman

Per Olof Martin Frankling

Nils Henrik Tholander

Helene Anna Rasmusson Egebøl

Wolfgang Müller

Karin Ingrid Amanda Möllborg

Stewart Mitchell, CEO

The Company

Executive Board

Board of Directors

Auditors

FairWind Group Annual Report 2023Page 4 FairWind Group Annual Report 2023Page 4 Company Information

The Board of Directors and the Executive Board have today considered and

adopted the Annual Report of Force Bidco A/S for the financial year 01 January

to 31 December 2023. In this report, we will be referring to FairWind, FairWind

Group, and Force Bidco collectively referred to as Force Bidco A/S.

The Consolidated Financial Statements and the Parent Company Financial

Statement have been prepared in accordance with IFRS Accounting Standards as

adopted by the EU and further requirements in the Danish Financial Statements

Act. The Management Review has been prepared in accordance with the Danish

Financial Statements Act.

In our opinion, the Consolidated Financial Statements and the Parent Company

Financial Statements give a true and fair view of the financial position at 31

December 2023 of the Group and the Parent Company and of the results of the

Group and Parent Company operations and consolidated cash flows for the financial

year 01 January to 31 December 2023.

In our opinion, the Management Review includes a true and fair account of the

development in the operations and financial circumstances of the Group and the

Parent Company, of the results for the year and of the financial position of the Group

and the Parent Company as well as a description of the most significant risks and

elements of uncertainty facing the Group and the Parent Company.

In our opinion, the annual Report with the file name 9845007BA4ZD9CCR8846-

2023-12-31-en.zip prepared in all material respects, is in accordance with the ESEF

Regulation.

We recommend that the Annual Report be adopted at the Annual General Meeting.

Vejle, 26 April 2024

Executive Board

Stewart Mitchell, CEO

Mike Winkel, Chairman

Per Olof Martin Frankling

Karin Ingrid Amanda Möllborg

Nils Henrik Tholander

Helene Anna Rasmusson Egebøl

Wolfgang Müller

Board of Directors

Statement by Management

Statement by ManagementFairWind Group Annual Report 2022 Page 5FairWind Group Annual Report 2023 Page 5

My objectives for FairWind are simple: To create a safe work environment

that can grow our revenues and profits, building on the relationships

we have with our current customer base, but also with new customers.

We aim to offer enhanced products and services within global growth

markets while implementing the requisite systems, processes, and pro-

cedures to scale our business. FairWind is a strong company with clear

potential for extensive further growth.

As we also saw in the financial report for the final quarter of 2023, our results reflect a

continued momentum from prior quarters and years, with revenues for the full year

exceeding expectations and EBITDA within expectations. Revenues in 2023 grew by 16.7%

and EBITDA by 47.7% as compared to 2022, which is highly satisfactory. A positive trend

that I see continuing throughout 2024. Though, the growth does not come by itself. We are

constantly working hard on creating a better, more efficient, and more profitable business

for the future.

Part of this process is the restructuring and reorganizing of our business model to better

support customers regionally. I am pleased to inform that this is on track and nears

completion with leadership in place for our Asia & Pacific region (APAC), followed in Q1 2024

with new leadership and facilities planned to consolidate the previous Northern, Central &

Eastern European business units into a single Northern and Central European business in

Hamburg, Germany. Our regional operations will all be supported from our shared service

functions in Szczecin, Poland.

Letter from the CEO

Stewart Mitchell

CEO

EBITDA Growth in 2023.

47.7%

Revenue Growth in 2023.

16.7%

Statement by Management | FairWind Group Annual Report 2023Page 6 FairWind Group Annual Report 2023Page 6

Safety Is a Top Priority

Health and Safety comes first in everything we do in FairWind. I will not accept anything

happening to anyone on my watch, and the wellbeing of our employees and partners is

close to my heart. In my short time at FairWind, I am pleased to announce that significant

initiatives have been made to address this topic. We have reviewed our reporting- and

corrective actions processes to become even more efficient, we have implemented

enhanced focus on leading indicators, while we have also conducted several safety

campaigns to educate our organization throughout the year. In 2024, we will be optimizing

the organization with senior leadership capabilities in the form of a new Global Director for

Health, Safety, & Quality and are constantly working vigorously on improving not only our

performance, but also our reporting, tracking, and actions. As a company committed to our

people, ensuring their safety and security will remain a central priority.

Setting the Foundation for Growth

A safe workplace is an environment that allows for growth and progress. At FairWind, we

have always been dedicated to quality, excellence, and pushing boundaries. As one of my

first initiatives in the company, I shared my vision for "Setting the Foundation for Growth".

This vision represents our commitment to building a solid groundwork that will drive us

towards a future filled with opportunities and achievements. We need to develop the

company to tackle the challenges ahead and will constantly push ourselves towards our

vision of becoming the leading global provider of service offerings through the lifecycle of

renewable energy assets.

From this vision, we have already seen significant improvements to our organization. We

have empowered our local leadership, strengthening their capabilities to match the needs

and demands of our customers. With the expected growth in the market, it is essential that

we are close to our customers – delivering solutions that fit a local need based on a global

proof-of-concept. We have also successfully implemented solutions to improve our financial

setup and supporting our execution on sites across the globe, while further initiatives are on

the way.

Letter from the CEO

As one of my rst initiatives in

the company, I shared my vision

for "Setting the Foundations for

Growth".

Stewart Mitchell

CEO

FairWind Group Annual Report 2022 Page 7FairWind Group Annual Report 2023 Page 7

Expanding Across the Globe

Being close to our customers is essential for securing the

growth of the business. Therefore, I was also extremely

pleased to announce the acquisition of Wind1000, a

regional leader within installation of onshore wind turbines

across Southern Europe and South America (SESA), back

in December 2023. With the addition of Wind1000 to the

FairWind Group, we have secured the regional foothold to

grow the business and diversify our offerings. The synergies

between the strong local presence of Wind1000, and the

global structure and matured processes of FairWind will

further accelerate the regional position of the business,

while we also see a great potential in increasing our Service

offering in the SESA region through the scope of Wind1000.

Final closing date for the acquisition was 26th of march

2024. See also note 15, for further information.

Combined with the addition of our Regional Director for

APAC, we stand stronger and more resilient in our regions,

ready to execute on the growth to come.

Diversifying Our Revenue Streams

Another region with great potential is North America. In the

same way that the regional leadership has been secured

in APAC, North America saw a leadership change in the

early start of 2023, which has proven itself as a success so

far. With strong positioning, we have achieved excessive

growth in North America, which accounted for 19% of our

global revenue in the final quarter of 2023, while they have

also doubled their Service revenue for the full year 2023

compared to 2022. But more importantly, we have also

been able to take a region that provided negative earnings

to become one of our most profitable regions in the

financial year.

The success of North America is a great example of how we

succeed with our regional expansion – and how Service is

a strong driver for future growth, while it also provides the

experience and framework to develop the same kind of

growth foundations for success in the other regions where

we are starting to position ourselves more firmly.

Offshore Breaking Records

While we are seeing commercial progress in Service and

positioning ourselves for extending this growth across

our regions, we also see positive development within our

Offshore pre-assembly offerings, which is the installation

an preparation of turbines before they are loaded onto

the ships at the harbour. Throughout 2023, we have been

active in both Europe and Asia, with the Vesterhav Nord and

Syd out of the Port of Esbjerg, being the most significant

project. At a combined capacity of 344MW, the project will

be providing sufficient energy to meet the needs of 380,000

households.

The performance of the project has been a major part in

securing revenue growth in Offshore for the year, while also

being the steppingstone into the Gode Wind & Borkum

Riffgrund project, which is the largest single order in the

company’s history with its 1.17GW. The project, which is a

landmark project for our customer, is a clear testament to

our performance and capabilities within Offshore installa-

tion and is expected to provide an even stronger financial

and operational foundation for further development of our

global Offshore positioning.

Letter from the CEO

With the addition of

Wind1000 to the Fair-

Wind Group, we have

secured the regional

foothold to grow the

business and diversify

our offerings.

Stewart Mitchell

CEO

FairWind Group Annual Report 2023Page 8 FairWind Group Annual Report 2023Page 8

Seizing the Opportunities

Looking back at my first eight months at FairWind, it is safe to say that it

has not been without its challenges. But it also fills me with confidence

for the future.

We are building the foundation for growth, and we are already harvesting

the first results of this labour. There is great potential – not only in our

business, but also in the market we operate. We have every opportunity

to succeed – now it is about putting in the hard work and delivering on

these opportunities.

Stewart Mitchell

CEO

Letter from the CEOFairWind Group Annual Report 2022 Page 9FairWind Group Annual Report 2023 Page 9

Independent

Auditor’s Report

To the shareholders of Force Bidco A/S.

FairWind Group Annual Report 2023Page 10 Independent Auditor’s Report

Opinion

We have audited the consolidated financial statements

and the parent financial statements of Force Bidco

A/S for the financial year 01.01.2023 - 31.12.2023, which

comprise the income statement, statement of compre-

hensive income, balance sheet, statement of changes in

equity, cash ﬂow statement and notes, including mate-

rial accounting policy information, for the Group as well

as for the Parent. The consolidated financial statements

and the parent financial statements are prepared in

accordance with IFRS Accounting Standards as adopted

by the EU and additional disclosure requirements for

listed entities in Denmark.

In our opinion, the consolidated financial statements

and the parent financial statements give a true and fair

view of the Group’s and the Parent’s financial position

at 31.12.2023, and of the results of their operations and

cash ﬂows for the financial year 01.01.2023 - 31.12.2023 in

accordance with IFRS Accounting Standards as adopted

by the EU and additional disclosure requirements for

listed entities in Denmark.

Our opinion is consistent with our audit book

comments issued to the Audit Committee and the

Board of Directors.

Basis for Opinion

We conducted our audit in accordance with Interna-

tional Standards on Auditing (ISAs) and the additional

requirements applicable in Denmark. Our responsi-

bilities under those standards and requirements are

further described in the "Auditor’s responsibilities for

the audit of the consolidated financial statements

and the parent financial statements" section of this

auditor’s report. We are independent of the Group in

accordance with the International Ethics Standards

Board for Accountants’ International Code of Ethics

for Professional Accountants (IESBA Code) and the

additional ethical requirements applicable in Denmark,

and we have fulfilled our other ethical responsibilities

in accordance with these requirements and the IESBA

Code. 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, we have not

provided any prohibited non-audit services as referred

to in Article 5(1) of Regulation (EU) No 537/2014.

We were appointed auditors of Force Bidco A/S for the

first time on 15.01.2021 for the financial year 2021. We

have been reappointed annually by decision of the

general meeting for a total contiguous engagement

period of 3 years up to and including the financial year

2023.

Key Audit Matters

Key audit matters are those matters that, in our profes-

sional judgement, were of most significance in our audit

of the consolidated financial statements and the parent

financial statements for the financial year 01.01.2023 -

31.12.2023. These matters were addressed in the context

of our audit of the consolidated financial statements

and the parent financial statements as a whole, and in

forming our opinion thereon, and we do not provide a

separate opinion on these matters.

To the

shareholders

of Force

Bidco A/S

Independent Auditor’s ReportFairWind Group Annual Report 2023 Page 11 | Independent Auditor’s Report

Recognition and measurement of contract assets

At 31 December 2023 the carrying value of contract assets of the group amounts

to a net asset of DKK 73,805k corresponding to a sales value of contract work in

progress of DKK 635,555k.

In accordance with IFRS 15, revenue from and profit on contracts with

customers are recognized over time based on the progress towards full satis-

faction of the individual performance obligations of the contracts. The stage of

completion is determined and evaluated as the actual technical completion

and the share of production costs at the balance sheet date relative to the total

production costs estimated to complete the contracts.

Recognition and measurement of contracts comprise considerable estimates

and judgements made by Management in connection with the assessment of

change orders, costs for completion of the contracts, including disputes, as well

as the time of completion. Changes in these accounting estimates under the

performance of the contracts may have significant impact on revenue, produc-

tion costs and the result thereof.

Thus, we regarded recognition of contracts as a key matter in the audit of the

consolidated financial statements and the parent financial statements.

The Force BidCo group has significant contracts in the installation and service

segments. We refer to note 1 for a description of the accounting policies for

contracts, to note 3 for a description of the accounting estimates and judge-

ments regarding accounting of contracts, to note 18 for further description of

contract assets.

How the matter was addressed in the audit

As part of our audit, based on our risk assessment, we assessed the Group’s

business processes and tested relevant selected internal controls for recognition

of revenue related to contracts.

We assessed the accounting policies and the Group’s use and interpretation of

relevant accounting standards.

We focused on material contracts for which the final forecasts contained

significant estimates and judgements. We analysed the forecasts prepared by

Management, and for selected contracts we assessed the recognised revenue

and production costs, the current stage of completion as well as the most

recent final forecast. We examined selected contracts with relevant members of

Management, the finance function or project management, and we tested by

random sampling key data in Management’s assumptions against underlying

documentation and evaluated Management’s estimates and judgements.

Moreover, we examined important clauses in selected signed contracts to assess

whether they were accounted for correctly and reflected the correct amounts in the

applied forecasts.

Based on historical experience from comparable contracts and knowledge of the

industry, we challenged significant accounting estimates used in Management’s

forecasts, including the assumptions related to recognition of additional revenue from

change orders, related to the accounting of additional costs as well as the accounting

of claims from customers, which are included in the contract forecasts. We also

assessed the result of accounting estimates made in previous periods and assessed

whether policies and processes for making management estimates had been used

consistently on uniform contracts and as in previous periods.

For purposes of assessing contracts with disputes and/or lawsuits, we obtained

representations from Group Management and from the Group’s external attorneys.

We assessed the disclosures in note 1, 3 and 18 and tested the disclosures in these

notes against underlying documentation.

Statement on the Management Commentary

Management is responsible for the management commentary.

Our opinion on the consolidated financial statements and the parent financial state-

ments does not cover the management commentary, and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements and the parent

financial statements, our responsibility is to read the management commentary and,

in doing so, consider whether the management commentary is materially inconsistent

with the consolidated financial statements and the parent financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether the management commentary

provides the information required by relevant law and regulations.

Based on the work we have performed, we conclude that the management commen-

tary is in accordance with the consolidated financial statements and the parent

financial statements and has been prepared in accordance with the requirements of

the relevant law and regulations. We did not identify any material misstatement of the

management commentary.

FairWind Group Annual Report 2023Page 12 Independent Auditor’s Report |

Management is responsible for the preparation

of consolidated financial statements and parent

financial statements that give a true and fair view

in accordance with IFRS Accounting Standards

as adopted by the EU and additional disclosure

requirements for listed entities in Denmark, and for

such internal control as Management determines is

necessary to enable the preparation of consolidated

financial statements and parent financial state-

ments that are free from material misstatement,

whether due to fraud or error.

In preparing the consolidated financial statements

and the parent financial statements, Management

is responsible for assessing the Group’s and the

Parent’s ability to continue as a going concern, for

disclosing, as applicable, matters related to going

concern, and for using the going concern basis of

accounting in preparing the consolidated financial

statements and the parent financial statements

unless Management either intends to liquidate the

Group or the Entity or to cease operations, or has no

realistic alternative but to do so.

Management’s Responsibilities

for the Consolidated Financial

Statements and the Parent

Financial Statements

Auditor’s Responsibilities for

the Audit of the Consolidated

Financial Statements and the

Parent Financial Statements

Our objectives are to obtain reasonable assurance

about whether the consolidated financial statements

and the parent 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 and the additional

requirements applicable in Denmark 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 consolidated financial statements and these

parent financial statements.

FairWind Group Annual Report 2023 Page 13 | Independent Auditor’s Report

• Identify and assess the risks of material misstatement of the consolidated financial

statements and the parent 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 Group’s and the

Parent’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 in preparing the consolidated financial statements and the

parent financial statements, and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or conditions that may cast significant

doubt on the Group’s and the Parent’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 consolidated financial state-

ments and the parent 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 Group and the Entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated

financial statements and the parent financial statements, including the disclosures

in the notes, and whether the consolidated financial.

• Obtain sufficient appropriate audit evidence regarding the financial information

of the entities or business activities within the Group to express an opinion on the

consolidated financial statements. We are responsible for the direction, supervision

and performance of the group audit. We remain solely responsible for our audit

opinion.

We communicate with those charged with governance 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 those charged with governance 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, safeguards put in

place and measures taken to eliminate threats.

From the matters communicated with those charged with governance, we deter-

mine those matters that were of most significance in the audit of the consolidated

financial statements and the parent 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 communi-

cation.

As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark,

we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

FairWind Group Annual Report 2023Page 14 Independent Auditor’s Report |

Report on compliance with the ESEF Regulation

As part of our audit of the consolidated financial statements

and the parent financial statements of Force Bidco A/S we

performed procedures to express an opinion on whether

the annual report for the financial year 01.01.2023-31.12.2023,

with the file name , is prepared, in all material respects, in

compliance with

the Commission Delegated Regulation (EU) 2019/815 on the

European Single Electronic Format (ESEF Regulation),

which includes requirements related to the preparation of

the annual report in XHTML format and iXBRL tagging of

the consolidated financial statements including notes.

Management is responsible for preparing an annual report

that complies with the ESEF Regulation. This responsibility

includes:

• The preparing of the annual report in XHTML format;

• The selection and application of appropriate iXBRL tags,

including extensions to the ESEF taxonomy and the

anchoring thereof to elements in the taxonomy, for finan-

cial information required to be tagged using judgement

where necessary

• Ensuring consistency between iXBRL tagged data and

the consolidated financial statements presented in

human readable format; and

• For such internal control as Management determines

necessary to enable the preparation of an annual report

that is compliant with the ESEF Regulation.

Our responsibility is to obtain reasonable assurance on

whether the annual report is prepared, in all material

respects, in compliance with the ESEF Regulation based

on the evidence we have obtained, and to issue a report

that includes our opinion. The nature, timing and extent

of procedures selected depend on the auditor’s judge-

ment, including the assessment of the risks of material

departures from the requirements set out in the ESEF

Regulation, whether due to fraud or error.

The procedures include:

• Testing whether the annual report is prepared in XHTML

format;

• Obtaining an understanding of the company’s iXBRL

tagging process and of internal control over the tagging

process;

• Evaluating the completeness of the iXBRL tagging of the

consolidated financial statements including notes;

• Evaluating the appropriateness of the company’s use of

iXBRL elements selected from the ESEF taxonomy and the

creation of extension elements where no suitable element

in the ESEF taxonomy has been identified;

• Evaluating the use of anchoring of extension elements to

elements in the ESEF taxonomy; and

• Reconciling the iXBRL tagged data with the audited

consolidated financial statements.

In our opinion, the annual report of Force Bidco A/S for

the financial year 01.01.2023 - 31.12.2023, with the file name

9845007BA4ZD9CCR8846-2023-12-31-en.zip, is prepared,

in all material respects, in compliance with the ESEF

Regulation.

Aarhus, 26.04.2024

Deloitte Statsautoriseret

Revisionspartnerselskab

CVR No. 33963556

Jacob Tækker Nørgaard

State Authorised Public

Accountant Identification

No (MNE) mne40049

Thomas Aamand Lund

State Authorised Public

Accountant Identification

No (MNE) mne47764

FairWind Group Annual Report 2023 Page 15 | Independent Auditor’s Report

Management

Review

Force Bidco A/S was established 28 May 2021 and was dormant

until the acquisition of FairWind A/S on 28 September 2021.

Group’s Principal Activities

The Force Bidco A/S group’s (hereafter “FairWind Group” or “The Group”) principal

activities are technical installation of wind turbines and other related services.

Management Review FairWind Group Annual Report 2023Page 16

DKK’000

2023

2022 2021*

STATEMENT OF PROFIT AND LOSS

Revenue 1.191.916 1.021.078 260.291

Gross profit including direct salaries

(non-GAAP metric - see note 4)

275.817 233.768 66.051

Operating profit/(loss) before depreciation

and amortisation (EBITDA) Normalized

94.573 81.316 31.893

Operating profit/(loss) before depreciation

and amortisation (EBITDA) before special items

90.521 80.312 31.893

Operating profit/(loss) before depreciation

and amortisation (EBITDA) after special items

65.226 44.175 -4.743

Operating profit/(loss) (EBIT) 32.354 16.191 -10.651

Net financials -48.036 -30.038 -4.837

Net profit for the year -28.432 -18.174 -18.013

STATEMENT OF FINANCIAL POSITION

Total non-current assets 592.942 592.754 579.960

Total current assets 485.171 457.180 441.123

Total assets 1.078.113 1.049.934 1.021.083

Equity 285.267 321.248 342.564

Total non-current liabilities 420.289 394.004 400.918

Total current liabilities 372.556 334.681 277.601

Investments in Right-of-use assets 7.046 10.392 446

Investments in property, plant and equipment 32.160 31.341 13.002

RATIOS

Gross Margin including direct salaries (non-GAAP) (%) 23% 23% 25%

EBITDA Margin before special items (%) 8% 8% 12%

EBITDA Margin (%) 5% 4% -2%

EBIT Margin (%) 3% 2% -4%

Equity rate (%) 26% 31% 34%

*The company was doormant in the period 28/5-28/9-2021, why the P&L activities

only cover the period from 28/9-31/12-2021.

Key Financial

Figures and Ratios

Management ReviewKey Financial Figures and Ratios

DKK

FairWind Group Annual Report 2023 Page 17 | Management Review

The loss for the year amounts to DKK -28.432 thousand (2022:

-18.174 thousand) and total equity amounts to DKK 285.267

thousand (2022: 321.248 thousand). The result is impacted by

Special Items of DKK 25.296 thousand (2022: 36.137 thousand)

per note 6.

FairWind Group’s Management considers the development in

turnover and profit levels for the year satisfying.

The financial performance for 2023 saw growth on both revenue

and EBITDA compared to last year, and exceeded expectations

from the 2022 annual report where we estimated revenue in the

level of 1b DKK. The EBITDA performance stayed within expe-

cations for the the percentage performance, providing growth

on a monetary level. We consider this performance highly

satisfactory.

FairWind have been successful in further diversifying our

revenue streams with increased activity especially in North

America, and within Service offerings, which significantly

contributed to the exceeded revenue performance compared to

2022 expectations.

The higher EBITDA is directly impacted by the higher revenue

in 2023. Furthermore the Adj. EBITDA is also impacted by DKKK

10.841 thousand less costs in Special Items mainly due to a

write-down of Russian Business in 2022, for futher information

see note 6. EBITDA Normalized, is further effected by normal-

izing of owner costs which is considered non-recurring after a

potential change in ownership.

North America has been a focus area for FairWind, and the

growth is achieved by developing closer cooperation with

existing customers and adding new customers, both OEM's and

developers.

Also our Service and Offshore business added to the increased

revenue in the financial year with organic Service growth in our

core market, and a more globally market focus for our Offshore

business.

By diversifying our revenue streams geograpraphically, we

have also seen a shift in operating income, with a slightly lower

contribution margin for our Installation business, and significant

higher contribution margin for our Service business.

During the financial year, we have as part of our long term

strategy, restructured the organisation in several areas of the

business, which added cost of DKK 11.698 thousand, grouped as

Special Items.

Development in Activities and Financial Positions

Total profit for the year DKK.

(2022: -23.384 thousand)

Total equity for the year DKK.

(2022: 321.248 thousand)

Impact by Special Items DKK.

(2022: 36.137 thousand)

Normalized EBITDA DKK.

(2022: 81.316 thousand)

Development

in Activities

and Financial

Positions

-28.432

25.296

285.267

94.573

FairWind Group Annual Report 2023Page 18 Management Review |

Furthermore the result for the financial year is signifi-

cantly impacted by a settlement for the bereaved family,

due to an incident back in 2021 in the US, which added

costs of DKK 6.155 thousand, grouped as Special Items.

The positive financial performance in operating profit

is further substantiated as the market still has shown

challenges with delays to projects that were planned

throughout the year and the high inflation rates seen

across the globe. Furthermore, considerable investments

have been made in the business to support not only the

increased revenues in the year, but also the long-term

growth of the business, operationally, and geographically,

such as in Software, regionalisation and organisation.

In the Financial year FairWind managed to improve our

cash situation, by reducing our Contract Assets by 43%

and at the same time keep our Trade Receivables at

same level despite the growth in revenue.

In the final quarter of the year, FairWind also entered

into an agreement to acquire the subsidiary companies

of Wind1000 Corporate Holding S.L (“Wind1000”), a

Spanish based regional leader in installation of onshore

wind solutions, primarily in Southern Europe and South

America. Final closing date for the acquisition was 26th

of March 2024. By utilizing the regional strength of

Wind1000, combined with the structured approach and

support capabilities of FairWind, the combined business

will become more competitive and better equipped to

meet the needs of customers across Southern Europe

and South America. The work to secure the acquisition

of Wind1000 has not been without cost, though the

Management is satisfied that FairWind has been able

to carry out this acquisition process without negatively

impacting ongoing operations and still secure positive

financial performance. Financing of the acquisition

is carried out by a mix of reinvesting from Wind1000

management, bond tap in Force Bidco A/S (5 mio. EUR)

obtained in 2023, an equity injection from FairWind's

current shareholders and a loan from Jyske Bank.

To mitigate the impacts from increased inflation, Fair-

Wind has proactively engaged with customers in finding

solutions to solve challenges that has raised as part of

this. The outcome of these customer engagements has

been positive, and FairWind has been able to further

secure the foundation for future financial performance

with adaptions to our commercial terms towards our

customers on a global scale.

Finally, 2023 was a year where significant organizational

adaptions occurred. In February, a new CFO was

onboarded in the form of Sisse Mai, while CEO Stewart

Mitchell joined the company in August. In September,

Chief People Officer Laura Lee joined the business to

further strengthen the business and secure the oper-

ational foundation for growth though in the form of a

global workforce that expected to grow in the future as

activities will expand across our regions.

Overall, 2023 proved itself to be a tough year as the

organization has been heavily engaged in securing

the foundation for future growth, while at the same

time delivering satisfactory financial performance and

mitigating the outcome of the increased global inflation.

And as it has been proved in previous years, the flexible

FairWind business model once again stood its test and

proved that it not only provides benefits and solutions

for growing the business, but also provides the ability to

navigate and adapt to challenging markets and unfore-

seen issues.

Human Resources

In 2023, the primary focus of Human Resources remains

the delivery of full-scale project management and

execution through skilled and proficient wind turbine

technicians.

Continued growth relies upon the ability to attract, retain,

and develop qualified employees in the relevant markets

where the Group operates.

For several years, the Group has operated its own training

academy, The European Wind Academy, in Poland,

aimed at further developing and upskilling both existing

and new colleagues in the wind industry.

Throughout 2023, the incorporation of competent and

seasoned employees has notably strengthened the

Group's knowledge base and competencies, playing the

key role in fostering an environment that supports Fair-

Wind's expanded operational endeavours. Their expertise

and proficiency have not only enriched the organization's

skill set but have also facilitated the scaling up of

activities across the entire company.

Market and Outlook

With improved pipeline visibility compared to last year,

combined with a strong order backlog (see note 4), we

expect organic revenue growth in the range of 15-20%

in 2024 and EBITDA margin levels in the same range as

2023. Furthermore the acquisition of Wind1000 expects

to create revenue in the range of DKK 250 - 300 millions.

The guidance for 2024 including EBITDA margin is

reflecting the current market situation.

Development in Activities and Financial PositionsFairWind Group Annual Report 2023 Page 19 | Management Review

General

business risks

The Group is not exposed

to specific risks which are

not common for the type of

business activities performed

by the Group except for

currency risks mentioned to

the right.

Financial Risks

Management Review

Liquidity

risks

The Group's revolver is

currently valid until March 31,

2026, and the bond redemp-

tion date is July 5, 2026. It is

considered sufficient for the

activities of the Group.

Interest

risks

The Group's financing is

based on a combination of

bonds and bank borrow-

ings (revolver) both with a

floating rate. The bonds are

with a margin on top of the

EURIBOR (3 months) refer-

ence rate, and the revolver is

with a margin on top of the

CIBOR for DKK (3 months)

reference rate.

See note 23 for elaboration.

Currency

risks

The Group has activities in a

variety of countries around

the world. Some countries

have volatile currencies,

which expose the Group

to currency risks due to

increase or decrease in local

currencies compared to

DKK. The Group attempts to

minimize the risk by creating

natural hedges between

the currency of the revenue

and the currencies of the

underlying cost. In general

the currency development

has been unfavourable in

2023, which has resulted

in exchange adjustment of

equity in the amount of DKK

7.549 thousand.

Financial risks FairWind Group Annual Report 2023Page 20 Management Review |

Management Review

ESG and Sustainability

This report showcases the FairWind Group’s

commitment to sustainability, as required by

Section 99a of the Danish Financial Statements

Act. FairWind recognizes the importance of

transparency and accountability in all ESG efforts,

and this serves as a guiding principle in reporting

practices.

As a leading installation and service company within

the wind industry, FairWind remains steadfast in

the commitment to Environmental, Social, and

Governance (ESG) principles. This report reflects the

continued dedication to advancing sustainability

and upholding responsible business conduct.

FairWind remains committed to ESG principles,

recognizing them as integral to our long-term

success and general impact. We remain dedicated

to advancing sustainability within the wind industry

and beyond, driving positive change for current and

future generations.

This ESG policy framework underscores FairWind’s

proactive approach to addressing environmental

challenges, promoting social well-being, and

adhering to robust governance standards. proactive

approach to addressing environmental challenges,

promoting social well-being, and adhering to robust

governance standards.

Transparency Remains a Cornerstone of the

Overall ESG Strategy

The company business model revolves around

providing comprehensive solutions for OEMs and

industry clients, with a focus on installation and

maintenance services for wind farms.

By assuming responsibility for critical tasks such as

manpower planning, training, and project execution,

FairWind mitigates risks for clients while enabling

them to capitalize on operational efficiencies.

Through our commitment to innovation and

excellence, FairWind strives to optimize installation

processes that benefit both clients and the broader

industry .

We believe that a

sustainable energy

sector is essential for

a better future for all.

ESG and SustainabilityFairWind Group Annual Report 2023 Page 21 | Management Review

Management Review FairWind business model

FairWind employs a global

go-to-market strategy,

engaging in high-level di-

alogue with our customers

to set our strategy. In each

of our regions, we have a

dedicated sales and opera-

tional setup to create local

relationships and provide

precise, efficient support

to our customers.

Sales

At FairWind, we prioritize

high competencies in our

workforce and effective

project management to

create value for our cus-

tomers. We offer a range

of services, from smaller

service tasks to major

installation projects, in-

cluding full installation and

crane work across multiple

turbines. By leveraging our

experience, we engage

in ongoing dialogue and

collaboration with our

customers to help them

improve their technology

and maintain a strong rela-

tionship based on mutual

benefit.

Value creation

FairWind primarily serves

the largest OEM manufac-

turers in the wind industry,

but we also have the capa-

bility to support developers

and end customers. Our

top priorities are safety,

quality, and timely delivery,

ensuring that we provide

the best possible service to

all of our customers.

Our customers

FairWind was established

in 2008 and has grown to

become a leading provider

of one-stop solutions for

the installation and service

of onshore and offshore

wind turbines throughout

the world. FairWind has a

regional setup and covers

the world from 5 regions.

FairWind

at a Glance

At FairWind, we invest in

people. We treasure our

employees and partners,

which is why we invest

in their personal and

professional growth. We

invest in the education of

technicians so we and the

industry can continue to

rely on the all-important

expertise of well- educated

employees.

In-house academy

for technicians

and white-collar

FairWind is a major global

educator of new wind

industry technicians.

We invest in people by

providing comprehensive

training to inexperienced

individuals, both for our

own operations and for the

wider industry.

Investing in

competences

FairWind offers com-

prehensive operational

solutions, from project

management to instal-

lation and service for

onshore and offshore

projects. Our services

include management of

crane work for installa-

tions, as well as transport

for smaller projects. For

service work, we provide

solutions for repowering,

decommissioning, and

other maintenance needs.

Operational

FairWind Business Model

01 02 03 04 05 06 07

01 050403 0602 07

FairWind Group Annual Report 2023Page 22 Management Review |

Sustainability Embedded in our DNA

Since its beginning, FairWind has

upheld sustainability and corporate

governance as integral components

of its mission, with a commitment to

our ongoing development. Recog-

nizing our role as a global company

with operations worldwide, we

acknowledge our responsibility to

consider the environment, as well

as the well-being of individuals

and communities impacted by our

activities.

Governance Commitment

In a time marked by heightened

public awareness of environmental

issues and regulatory shifts, FairWind

remains committed in our dedication

to minimizing the Group's environ-

mental footprint and effecting positive

change.

At FairWind, governance remains

a top priority. We stay dedicated to

our pursuit of sustainability across all

governance practices, adhering to

internationally recognized principles

and standards. Our company operates

with integrity and accountability,

ensuring ethical conduct and equi-

table compensation. These efforts not

only enhance our own performance

but also serves as a benchmark for

future governance standards.

The integration of corporate sustain-

ability practices is a recurring agenda

item in Board of Directors meetings,

ensuring that management remains

consistently informed and updated.

Our objectives for the upcoming years

include continual expansion of our

installed capacity in gigawatts (GW)

and the maintenance or expansion

of our global presence. Concurrently,

we aim to reduce our CO2 emissions

relative to our working hours by 2025.

As a global entity, FairWind places

great importance on adhering to

standards such as the United Nations’

10 principles for the Global Compact

throughout our growth journey.

Additionally, in 2023, we developed

and implemented several policies to

strengthen our governance efforts.

These policies, including Sanctions,

Human Rights, and Anti-Bribery

& Anti-Corruption, are essential

components of our governance and

compliance framework.

We always focus on collaborative

efforts among all stakeholders within

our operations and across the broader

value chain, aiming for comprehen-

sive solutions that not only benefit

FairWind but also elevate the entire

supply chain. Achieving such collab-

oration demands close coordination

and a deep understanding of our

projects.

To foster this understanding, we have

implemented a clear Code of Conduct

for our suppliers, ensuring a consistent

approach across every project and

reinforcing our dedication to trans-

parent and principled practices.

Environment: Embracing Sustain-

able Practices

In alignment with FairWind’s Vision

& Mission, we continue to prioritize

sustainability as fundamental to

our operations within the wind

energy industry. Our commitment

to advancing sustainable practices

and fostering positive environmental

impact remains as we move into new

ventures and markets in our opera-

tions.

Sustainability Remains a Part of our DNA

Ever since FairWind

started operations, sus-

tainability has been a pri-

ority and something that

we wish to maintain and

develop. We recognize

our responsibility as an

international Group with

worldwide operations.

FairWind Group Annual Report 2023 Page 23 | Management Review

Sustainability Remains a Part of our DNA

Given that energy production is a major contributor to

global CO2 emissions, FairWind plays an indirect yet vital

role in mitigating climate action. Our company has been

instrumental in bringing clean energy to countless house-

holds, having technically installed over 25 GW of renewable

energy from 2016 to 2023, thereby contributing to a more

sustainable future.

In FairWind's own CO2 emissions, we are prioritizing

decarbonization and placing a strategic emphasis on incor-

poration the CSRD into the company values and reporting.

In our strategic plan, we strive towards global operations

that bring positive environmental change through our

decarbonization targets

Wind Turbine Installation and Service Expansion Mile-

stone

Additionally, FairWind's practice of cross-border operations

serves multiple purposes. Not only does it lower project

costs and promote renewable energy adoption, but it also

stimulates economic growth in less affluent countries by

employing technicians from these regions. The technicians

undergo comprehensive training provided by FairWind,

and their salaries strengthen local economies, thereby

promoting decent work and economic growth.

Summing up, FairWind remains committed to advancing

three of the United Nations' Global Sustainable Develop-

ment Goals: goal 7 for Affordable and Clean Energy, goal 13

for Climate Action, and goal 8 for fostering local economic

growth through the creation of decent work opportunities.

Through our main operation of installing wind turbines, this

year (2023) we can proudly share that FairWind has been

involved in the installation of 3.2 GW and 704,043 service

hours and hence is one of the key players working towards

green transformation.

We are strategically shifting our focus towards service,

with a primary emphasis on maintenance operations. Our

service operations are undergoing regionalization, aligning

with our broader strategy of decentralizing operations

to improve efficiency and adaptability to local market

dynamics. The increase in service hours from approximately

425,000 in 2022 to over 700,000 in 2023 reaffirms our

progress and demonstrates the success of our strategic

adjustments.

Social: Ethical Supply Chain Commitment

FairWind governs our contractual relationships with

suppliers and subcontractors according to company guide-

lines to ensure quality and standards within the supply

chain. We mandate that subcontractors adhere to relevant

national collective agreements, with noncompliance

deemed a breach of contract.

Furthermore, FairWind remains committed to upholding

human rights, actively working to prevent any violations. We

support the rights of assembly and collective bargaining

and strive to eliminate forced labour, child labour,

discrimination, and corruption. Concurrently, we focus on

environmental stewardship by promoting a precautionary

approach, advancing environmental technology, and

fighting corruption.

Driving Results through Collaboration

In our constant pursuit of excellence alongside our valued

partners and stakeholders, nurturing strong and construc-

tive connections throughout every phase of our projects

remains essential. Effective communication serves as the

bedrock of adept management and is vital for the seamless

operation of the Group.

Through meaningful dialogue, we strive for collaborative

synergy in pursuit of our aspirations to establish ourselves

as a leading force in turbine installation and service,

spanning both onshore and offshore projects. Rooted in

our dedicated commitment to driving the green transition

forward, the importance of effective communication cannot

be overstated.

Emission Reduction

Goals:

• 50% reduction target

by 2030

• Achieve net-zero

emissions by 2050

FairWind Group Annual Report 2023Page 24 Management Review |

Step 1

Screening of Activities

Step 2

Assessment of Eligibility

Step 3

Assessment of Alignment

The EU Taxonomy for sustainable activities is a classification system that was developed by the European Union to identify

economic activities that have a significant positive impact on the environment. This system was created to promote sustainable

development and help investors and businesses identify environmentally sustainable investments.

Under Article 8(1) of the Taxonomy regulation (EU) 2020/852, companies that are required to publish non-financial information under the

Non-Financial Reporting Directive (NFRD) are mandated to disclose information to the public about the extent to which their activities are

associated with environmentally sustainable economic activities.

For the 2023 reporting year, FairWind evaluated its EU Taxonomy- eligible and -aligned activities for the environmental objectives of

climate change mitigation and climate change adaptation, resulting in the disclosure of the proportion of EU Taxonomy-eligible and

-aligned revenue, CAPEX and OPEX included in this report.

The Process for Taxonomy Assessment

To identify and address the sum of taxonomy eligible and taxonomy aligned activities, FairWind has taken a four-step approach towards

the taxonomy reporting of economic activities set by the Taxonomy Regulation as seen on the right.

Taxonomy KPI's

Key performing indicators (KPIs) include turnover, CapEx and OpEx. Our accounting policies for these calculations are based on our best

interpretation of the EU Taxonomy Regulation and delegated acts and the currently available guidelines from the European Commission.

FairWind has assessed its taxonomy reporting for 2023 and is pleased to report its consolidated KPIs as below

For additional information regarding calculations, accounting policies and the assessment, please see Appendix 1.

Taxonomy

Turnover CapEx OpEx

Alignment

99,4% 34,7% 94,2%

Eligible

0,6% 48,4% 5,7%

Non-eligible

16,9% 0,1%

Step 4

Assessment of Minimum Social Safeguards

FairWind Group Annual Report 2023 Page 25 | Management Review

Management Review

Taxonomy

KPIs

FairWind Group Annual Report 2023Page 26

Proportion of Revenue, OpEx and CapEx

Substantial contribution criteria DNSH criteria

ECONOMIC ACTIVITIES (1)

Taxonomy Codes (2)

Absolute turnover (3)

Proportion of turnover (4)

Climate mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Climate mitigation

Climate change adaptation

Water

Circular economy

Pollution

Biodiversity

Minimum safeguards (17)

Proportion of Taxonomyaligned (A.1)

or -eligeble (A.2) turnover, year 2022

(18)

Category enabling activity (19)

Category transitional activity (20)

A: TAXONOMY-ELIGIBLE ACTIVITIES DKK % N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

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

Installation, maintenance, and repair

of renewable energy technologies

7.6

1.184.334.867 99,4% Y 0% 0% 0% 0% 0% Y Y Y Y Y Y Y 99,6%

Turnover of environmentally sustainable activities

(Taxonomy aligned) (A1)

1.184.334.867 99,4% Y 0% 0% 0% 0% 0% Y Y Y Y Y Y Y 99,6%

Of which enabling

1.184.334.867

99,4%

100% 0% 0% 0% 0% 0% Y Y Y Y Y Y Y 99,6%

Of which transitional 0

0% 0% 0% 0% 0% 0% Y Y Y Y Y Y

A.2. Taxonomy-eligible but not environmentally

sustainable activities (not Taxynomy-aligned activities)

El; N/

El;

Education 11

7.581.544 0,6% N/EL EL 0,4%

Turnover of Taxonomy-eligible activities

(not Taxonomy-aligned activities) (A2)

7.581.544 0,6% N/EL EL

0,4%

Turnover of Taxonomy-eligble actiities (A1 + A2) 1.191.916.411 100,0% 100% 100%

Turnover of Taxonomy-non-eligble activities (B) 0 0%

Total (A+B) 1.191.916.411 100,0%

Proportion of revenue from products or services associated with taxonomy

aligned economic activities, disclosure covering year 2023.

FairWind Group Annual Report 2023 Page 27 | Management Review

Proportion of Revenue, OpEx and CapEx

Proportion of OpEx from products or services associated with taxonomy

aligned economic activities, disclosure covering year 2023.

Substantial contribution criteria DNSH criteria

ECONOMIC ACTIVITIES (1)

Taxonomy Codes (2)

Absolute turnover (3)

Proportion of turnover (4)

Climate mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Climate mitigation

Climate change adaptation

Water

Circular economy

Pollution

Biodiversity

Minimum safeguards (17)

Proportion of Taxonomyaligned (A.1)

or -eligeble (A.2) turnover, year 2022

(18)

Category enabling activity (19)

Category transitional activity (20)

A: TAXONOMY-ELIGIBLE ACTIVITIES DKK % N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

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

Installation, maintenance, and repair

of renewable energy technologies

7.6

16.513.406

94,2%

Y Y Y Y Y Y Y 91,6% E

OpEx of environmentally sustainable activities (Taxonomy aligned)

(A.1)

16.513.406

94,2%

Y Y Y Y Y Y Y 91,6% E

Of which enabling

16.513.406

94,2%

100% 0% 0% 0% 0% 0% Y Y Y Y Y Y Y 99,6% E

Of which transitional 0

0% Y Y Y Y Y Y Y

A.2. Taxonomy-eligible but not environmentally

sustainable activities (not Taxynomy-aligned activities)

El; N/

El;

Transport by motorbikes, passenger cars and light commercial

vehicles

6.5

1.002.636 5,7% N/EL EL 7,8%

OpEx of Taxonomy-eligible but not enviromentaally sustainable

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

1.002.636 5,7% N/EL EL

7,8%

A: OpEx of Taxonomi-eligble activities (A1 + A2) 17.516.041 99,9% 100% 99,4%

B: TAXONOMY-NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy-non-eligble activities

14.267 0,1%

Total (A+B) 17.530.308 100,0%

FairWind Group Annual Report 2023Page 28 Management Review |

Proportion of Revenue, OpEx and CapEx

Proportion of CapEx from products or services associated with taxonomy

aligned economic activities, disclosure covering year 2023.

Substantial contribution criteria DNSH criteria

ECONOMIC ACTIVITIES (1)

Taxonomy Codes (2)

Absolute turnover (3)

Proportion of turnover (4)

Climate mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Climate mitigation

Climate change adaptation

Water

Circular economy

Pollution

Biodiversity

Minimum safeguards (17)

Proportion of Taxonomyaligned (A.1)

or -eligeble (A.2) turnover, year 2022

(18)

Category enabling activity (19)

Category transitional activity (20)

A: TAXONOMY-ELIGIBLE ACTIVITIES DKK % N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL

Y; N;

N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

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

Installation, maintenance, and repair

of renewable energy technologies

7.6

26.470.614

34,7%

Y Y Y Y Y Y Y 45,8% E

CapEx of environmentally sustainable activities (Taxonomy

aligned) (A.1)

26.470.614

34,7%

Y Y Y Y Y Y Y 45,8% E

Of which enabling

26.470.614

34,7%

100% 0% 0% 0% 0% 0% Y Y Y Y Y Y Y 45,8% E

Of which transitional 0

0% Y Y Y Y Y Y Y

A.2. Taxonomy-eligible but not environmentally

sustainable activities (not Taxynomy-aligned activities)

11 34.232.145 44,9%

El; N/

El;

46,3%

Transport by motorbikes, passenger cars and light commercial

vehicles

6.5

2.676.861 3,5% N/EL EL 1,5%

CapEx of Taxonomy-eligible but not enviromentaally sustainable

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

36.909.006 48,4% N/EL EL

47,8%

A: CapEx of Taxonomi-eligble activities (A1 + A2) 63.379.620 83,1% 100% 93,6%

B: TAXONOMY-NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy-non-eligble activities

12.861.954 16,9%

Total (A+B) 76.241.574 100,0%

FairWind Group Annual Report 2023 Page 29 | Management Review

Board of Directors

Management Review

The Board of Directors consists of six members. The principal shareholder Triton

Partners has appointed Per Olof Martin Frankling, Nils Henrik Tholander, and

Karin Ingrid Amanda Möllborg. The remaining three members of the Board of

Directors are independent.

The Board of Directors meets on a predetermined schedule of meetings at least

five times a year. Usually there is an annual strategy workshop in connection

with an ordinary board meeting. The workshop defines the objectives and

strategy of FairWind.

The Chairman and two selected board members meet with the CEO of the

company on a bi-weekly basis.

FairWind’s Board of Directors hold other executive positions as described on the

following page:

The Board of Directors of FairWind ensures

that the executive management complies

with the objectives, strategies, and business

processes decided by the Board of Directors.

Moreover, the Board of Directors ensures on

an ongoing basis that the governance struc-

ture and control systems are appropriate and

working well.

Board of Directors FairWind Group Annual Report 2023Page 30 Management Review |

Management Review

- Member of the Board of Di-

rectors at DeepOcean Group

Holding A/S

- Member of the Board of

Directors at Obton Group

Holding A/S

- Member of the Board of

Directors at SMS PLC.

- Member of the Supervisory

Board of DTEK Renewables

International B.V.

- Managing Director, MiSo

Consulting S.L, Anyos. 50%

Ownership

- Investment Professional

at Triton Partners

- Member of the Board of

Directors at GEIA FOOD A/S

- Member of the Board at

Moove Group A/S

- Member of the Board of

Directors at Habeo Group Oy

- Member of the Board of

Directors at Nuent Group AB

and subsidiaries

- Member of the Board of

Directors at Norstat AS

- Member of the

Board of Directors at

Neptune Software AS

- Member of the Board of

Directors at the Swedish

Private Equity &

Venture Capital Association

- CEO at FCP Bidco ApS

- Investment Professional at

Triton Partners

- Member of the board of

Directors at Nuent Group

- Member of the board og

Directors at Ingrid Capacity

- Investment Professional

at Triton Partners

- Member of the Board of

Directors at Glamox AS

- Member of the Board of

Directors at Moove Group A/S

- CEO at Helene Invest ApS

- Group COO at Sun European

Partners, LLP

Helene Anna Rasmusson

Egebøl, Board Member

Elected in March 2022

- Corporate Officer, Hitachi

Ltd.

- Senior Vice President, Hitachi

Ltd.

Wolfgang Müller,

Board Member

Elected in March 2022

Mike Winkel,

Chairman

Elected in September 2021

Per Olof Martin Frankling,

Board Member

Elected in September 2021

Nils Henrik Tholander,

Board Member

Elected in September 2021

Karin Ingrid Amanda

Möllborg, Board Member

Elected in January 2023

Triton Partners

The principal shareholder Triton Partners has appointed

Per Olof Martin Frankling, Niels Henrik Tholander, and Karin Ingrid Amanda Möllborg.

The remaining three members of the board of directors are independent.

Board of Directors

FairWind Group Annual Report 2023 Page 31 | Management Review

Financial Reporting and Control Environment

The Board of Directors and executive board set out general requirements for

business processes and internal controls. A number of policies are defined by

the executive board and approved by the Board of Directors. The overall opera-

tional responsibility for risk management and internal controls relating to finan-

cial reporting rests with the executive board. The Audit Committee appointed

by the Board of Directors assesses at regular intervals Force Bidco’s overall

organizational structure and organization and the staffing of the functions that

are important to internal controls and risk management.

In collaboration with the local management of the individual subsidiaries, the

executive board assesses whether the Group has an appropriate and effective

control environment. The executive board reports regularly to the Board of

Directors on the development of Force Bidco’s operations, the company’s

financial performance and risk position.

Force Bidco’s central finance function is responsible for risk management and

internal controls relating to financial reporting. The Group finance function

prepares Group accounting policies and instructions and ensures that the

company has permanent procedures in place for the preparation of financial

statements, including an assessment of new accounting regulation and the

presentation of the financial reporting to Fore Bidco’s stakeholders.

The Board of Directors and executive board receive monthly reports with

detailed financial follow-up. All contracts with customers are reviewed on a

monthly basis on project meetings by project managers and local management.

Deviations to expectations on the contracts are reviewed and approved by the

executive board.

Stewart Andrew Alan Mitchell became

Chief Executive Officer of the FairWind

Group in August 2023. Before his em-

ployment in the Company Mr. Mitchell

held the position as CEO of Sparrows

Group, a global provider of specialist

equipment and integrated engineer-

ing services to the energy and industri-

al sector. Mr. Mitchell holds a B.Eng in

Mechanical Engineering from the Uni-

versity of Brighton.

Stewart Mitchell

Executive Board FairWind Group Annual Report 2023Page 32 Management Review |

FairWind’s Code of Conduct serves as a guiding framework for ethical conduct, outlining our

commitment to responsible practices across ethical, social, and environmental realms. With a

diverse workforce spanning over 20 nationalities, each with unique cultural backgrounds and

beliefs, FairWind operates within a complex landscape of laws and regulations.

While the Code of Conduct applies universally to all

FairWind activities worldwide, employees are also

bound by the laws and regulations of their respective

countries. Compliance with local legislation is of

utmost importance, and FairWind always adheres to

the legal requirements of each jurisdiction in which

it operates. In cases where local laws exceed the

standards outlined in our Code of Conduct, these laws

take precedence.

Embedded within the Code of Conduct are provisions

addressing Human Rights, Anti-Bribery and Anti-Cor-

ruption measures, highlighting FairWind’s unwavering

commitment to ethical conduct, responsible business

practices, and legal compliance. Emphasizing

the protection of human rights, the promotion of

inclusivity, and the prevention of corrupt activities,

FairWind upholds integrity and transparency in all its

operations.

While the Code of Conduct establishes baseline

standards, FairWind business units have the flexibility

to implement more stringent measures, provided they

align with the principles of the Code of Conduct. The

complete version of FairWind's Code of Conduct is

available here. https://fairwind.com/qhse/policies/

Target & Results

FairWind's human rights and anti-bribery risks

primarily involve potential breaches within the supply

chain, especially concerning suppliers' operations

abroad. Ensuring compliance in these areas remains a

top priority.

Achieving the Target & Future Ambitions

To uphold ethical standards, FairWind conducts

regular internal assessments and reviews to ensure

alignment with regulatory requirements and industry

best practices. While specific plans for additional

training, campaigns, or initiatives are under consid-

eration, we are steadfast in our commitment to

enhancing efforts in promoting ethical conduct,

human rights, and anti-corruption measures. As we

look to 2024, we are actively exploring opportunities

for improvement, including the possibility of imple-

menting new activities and initiatives to further

strengthen our approach.

Regarding supplier control, FairWind currently utilizes

an external industry platform for supplier assessment

to manage supplier compliance. We recognize the

importance of ongoing evaluation and improvement

in this area and will continue to explore potential

enhancements.

Improvements have also been made in our whistle-

blower setup to better accommodate our diverse

workforce and expansion into new markets. This

includes expanding language support to ensure

accessibility for all employees and stakeholders.

Code of Conduct – Legislation

Code of ConductFairWind Group Annual Report 2023 Page 33 | Management Review

Safety

Culture

At FairWind, a robust safety culture is considered funda-

mental to all operations. Prioritizing the well-being of every

employee, emphasis is placed on creating an environment

where safety is embedded in every aspect of work. Over-

sight of safety initiatives is conducted by the dedicated Fair-

Wind HSE department, with transparent communication

maintained with customers to ensure alignment with safety

standards.

Culture FairWind Group Annual Report 2023Page 34 Management Review |

Target & Results

For 2023 key measures were defined:

• For 2023 FairWind had a target of 0

fatal accidents.

• Lost time injury frequency at max 3.1

measured per 1,000,000 working hours.

• Total injury frequency at max 6.0

measured per 1,000,000 woking hours.

• Minimum 1 health & safety campaign

per quarter.

• Minimum 4 safety walks per Manager

in average.

• Internal HSE awareness training for site

management (min. 30%).

• BLS/AED training for office staff (min.

10%).

• Health and Safety penalties from

authorities for major noncompliance

= 0.

Achieving the Target & Future

Ambitions

The primary concern regarding social

and employee-related issues centres on

work-related accidents. Dedicated efforts in

tracking and reporting these incidents are

conducted by the Quality, Health, Safety,

and Environment (QHSE) and Human

Resources (HR) departments. This data

serves as a vital component of the FairWind

company dashboard, regularly presented at

management meetings.

In 2023, the target of 0 fatal accidents was

achieved, reflecting the constant commit-

ment to safety. Looking ahead, dedication

persists to ensure and further enhance

safety measures and cultivate a workplace

environment where every employee feels

secure and valued.

During 2023, FairWind counted 8 work

related incidents which resulted in a Lost

Time Injury frequency of 2.9 and within the

target of 3.1.

The company did not reach the target of 6.0

Total Recordable Injury rate and faced 23

accidents in total, which resulted in a TRIR

of 8.3. Each accident underwent thorough

investigation, followed by root cause anal-

ysis, and the implementation of corrective

and preventive measures on-site. Further-

more, as part of a global safety precaution

initiative, campaigns such as the Slip/Trip/

Fall Safety Campaign and Hand Protection

Safety Campaign were distributed.

In addition to these measures, this year FW

is introducing an HSE Induction program

as an educational initiative. This program

aims to enhance awareness of specific

safety concerns, including Complacency &

Awareness, Dropped Object Hazards, and

Behavioral Programs.

During 2023 we conducted 12 QHSE

campaigns and therefore met our target of

4 campaigns throughout the year. FairWind

launched several Safety Campaigns during

2023 such as:

• Stop the Drop campaign modules

• HSE Hero 2023

• Hand protection campaign modules

• HSE Incident Management

• HSEQ Report Training

• LOTO: Lock out - Tag out Refresher

• Environmental sustainability Information

• Slips, Trips and Falls – HSE campaign

refresher.

With 3,5 we did not achieve the target of 4

Safety Walks per manager but hit the target

of 10% trained office staff in BLS/AED and

provided 13% of employees with the training

in 2023.

For 2023, 0 Health and Safety Penalties

from Authorities for major noncompliance

were achieved.

During the onboarding process, new

employees are provided with access to all

internal policies and safety procedures.

The company's departments ensure that

these policies and regulations are current

and adhered to by all employees. With the

support of the HSE organization, FairWind

conducts mandatory workplace evaluations

and actively seeks to enhance any areas

that do not meet the required standards.

Safety Culture

In 2023, the HSE department increased its

focus on measuring leading indicators to

proactively enhance safety performance.

This initiative has ensured valuable data to

establish new and more ambitious targets

for 2024.

The health and safety targets for the

upcoming year are:

• Fatal accidents at 0.

• Lost Time Injury Frequency below 0.9

measured per 1,000,000 working hours.

• Total recordable Injury Frequency below 6.0

measured per 1,000,000 working hours.

• Senior Management Safety Walks at 24.

• 6000 Reports on Safety Observations.

• Health and Safety penalties from authori-

ties for major non- compliance = 0

• Minimum 1 health & safety campaign per

quarter Minimum.

• Completed BLS/AED training for office staff

in Denmark and Poland offices.

• 5 Training Module in the Introduction to our

Safety Trainings Program.

Wind1000 excluded from above targets.

CultureFairWind Group Annual Report 2023 Page 35 | Management Review

Target & Results

The environment and climate remain high priorities

in the FairWind Group. The overarching aim in

these matters is that FairWind is perceived by our

customers, employees, suppliers and authorities as a

conscious company.

FairWind is certified according to ISO 14001 and the

climate priority is also an embedded part of the Fair-

Wind vision to: “become a leading turbine installation

and service player in both onshore and offshore with

strategic regional strongholds based on our commit-

ment to green transformation on earth”.

We have not been issued any enforcement notices

from environmental authorities in 2023 and our own

self-regulation has not revealed any violations of

environmental law either.

The FairWind Group defines an environmental

occurrence as any spill, leakage, discharge to water,

soil, or air, as well as spill, leakage, discharge to any

secondary containment (e.g., tray, drum pallet or

another spill kit/device). Furthermore, the FairWind

Group includes dangerous weather and natural disas-

ters that affect our sites as environmental incidents,

while fire, smoke, and/or explosions are also included.

Finally, improper disposal of waste is also included in

our environmental reporting.

Our target for 2023 was to continue our low environ-

mental impact measured through the KPI “environ-

mental frequency rate,” (occurrences per 100.000

project site hours) where the target was set at 0.7. The

result for 2023 is considered satisfactory as FairWind

has managed to continue the trend of reducing

the “environmental frequency rate” now to 0.4 per

100,000 project site hours (2021 = 0.3, 2022 = 0.5).

The KPI for environmental frequency rate is calcu-

lated through the following formula: [number of

environmental incidents * 1.000.000 / total working

hours = environmental frequency rate.

Of 10 environmental events recorded in 2023 60%

were related to minor chemical spillage: diesel or

hydraulic oils – strictly connected to our activities, and

mainly from cars/generators at project sites and the

remaining 40% were related to poor waste disposal

on site.

Achieving the Target & Future Ambitions

FairWind's core business inherently aligns with several

UN Sustainability goals, notably Clean Energy and

Climate Action. While our operations pose minimal

risk to the environment and climate, we remain

committed to upholding robust environmental

practices. To ensure compliance and effectiveness,

FairWind maintains detailed internal control systems

for environmental management such as:

• Checking waste & chemical management on site

• Determining environmental aspects and impacts

Environment and Climate

The environment and

climate are high priorities

in the FairWind Group.

The overarching aim in

these matters is that

FairWind is perceived

by our customers,

employees, suppliers

and authorities as a

conscious company.

Culture FairWind Group Annual Report 2023Page 36 Management Review |

• Including clear rules and environmental policies in an EHS Plan issued

for each project for each project

• Including control measures related to environmental aspects in risk

assessments issued

• Carrying out audits on site (where waste and chemical management

are the crucial points for checking)

• Monitoring environmental indicators (EFR) from sites

• Carrying out internal audits (especially in warehouse where environ-

mental aspects are visible and can influence on employees directly)

• Developing environmental campaigns among employees

• Promoting pro-environmental behaviours.

Also, in relation to the external environment, FairWind has always adjusted

working processes locally to comply with any relevant environmental

legislation. The 2024 goals for the environmental area are:

• Environmental penalties from authorities = 0

• Environmental Frequency Rate ≤ 0.6

• Minimum 1 environmental campaign per year

• CO2 emission from flight per hour ≤ 0.5 kg/project hour.

• Control energy consumptions for the offices with aim of its reduction

within the next 2 years.

Finally, FairWind also has targets for 2024 through a shared commitment

with one of the OEMs in the industry on reducing our global environmental

footprint in the Supply Chain. This includes:

• FairWind commits to 50% electricity consumption from renewable

energy sources latest by 2030

• FairWind commits to 100% electricity consumption from renewable

energy sources latest by 2050

• FairWind commits to a 50% reduction in waste from products delivered

to the OEM latest by 2030.

Culture

Environment and Climate (cont.)

FairWind Group Annual Report 2023 Page 37 | Management Review

This report highlights the gender composition of the

organization, as mandated by section 99b of the Danish

Financial Statements Act.

Target & Results

Its primary objective is to draw attention to the gender

disparity, particularly the underrepresentation of females

within the company, as indicated by the current distribu-

tion.

Diversity and Inclusion

At FairWind, we continue to embrace diversity in its rich

tapestry of forms, encompassing gender, age, cultural

background, ethnicity, political and religious affiliations,

and sexual orientation, among others. We are dedicated

to fostering a culture where each person feels valued and

confident that their distinct perspectives and contributions

are appreciated. Our commitment lies in empowering our

employees to realize their full potential.

Diversity and Gender Distribution

Culture

Gender balance on the Board of

Directors by the end of 2023.

33%

67% Women

Men

Gender split of managers in the

Group by the end of 2023

25%

75%

Women

Men

Although the wind industry tends to be male-dominated,

we acknowledge that female applicants for positions at

FairWind may face limitations. However, our hiring practices

are grounded solely in assessing competencies and experi-

ences, devoid of any consideration based on gender.

Looking at the gender composition of employees directly

employed by Force Bidco A/S in 2023, there were three indi-

viduals, with a split of 33% women and 66% men. However,

with only two employees directly in Force Bidco A/S in 2024,

it will not be relevant to set a specific and detailed gender

split target for the year. Though, it is expected that that split

will be 50% men and 50% women.

However, despite not being a requirement for the reporting

year 2023, we have chosen to continue providing this

information regarding the overall employee groups in the

company, providing additional insights and understanding

to our commitment of creating a diverse and inclusive

workplace for all employees in the FairWind Group. We

believe this is vital to our ongoing proactive approach to

compliance, and it reinforces our commitment to fostering

a supportive gender composition and diversity within our

company.

By the end of 2023 we had a Board of Directors consisting

of 6 people with a split of 33% women and 67% men and

have obtained an equal gender distribution as defined by

Erhervsstyrelsen (Danish Business Authorities). Due to this

Force Bidco A/S are exempted from setting new targets for

2024. Nonetheless, we are committed to maintaining an

equal gender split.

On a Management level or the FairWind Group, a total of

9 employees report directly to the CEO, Stewart Mitchell.

With a split of 6 men and 3 women, which counts for 33.3%

women and 66.6% men, we consider this number to be

positive and in line with the current gender split on the

board level.

Since Stewart Mitchell is the only person representing the

Executive level, a gender split is not relevant.

As of December 31, 2023, the representation of women

among FairWind Group's office employees was 51%. This

demonstrates an increase from 44% in 2022, highlighting

our ongoing efforts in promoting gender diversity. It

reaffirms our commitment to actively working towards

implementing additional measures aimed at enhancing

gender equality and opportunities for all genders within the

organisation.

FairWind Group Annual Report 2023Page 38 Management Review |

Quality Culture

Target & Results

FairWind's quality strategy centres on enhancing customer satisfaction and nurturing the skills and competencies of our

employees. In 2023, we set the following targets to drive general quality performance:

• Ensuring 6 or fewer quality points (snags) for Onshore installations.

• Ensuring 5 or fewer quality points (snags) for Offshore installations (pre-assembly)

We are pleased to report that these targets were met, highlighting our dedication to delivering high-quality outcomes while

prioritizing both customer satisfaction and the professional growth of our team members.

During 2023, we took

a significant step for-

ward in enhancing our

quality, health, safety,

and environmental

(QHSE) culture within

the organization, fos-

tering a safer and more

conscientious working

environment.

Culture

Diversity and Gender Distribution (cont.)

Gender Distribution at Force Bidco Parent Level

Gender Distribution at top Management levels

2023

2022 2021

Total headcount top Management level 6 6 6

Underrepresented gender in % 33% 17% 17%

Target for underrepresented gender in % 15% 15% 15%

Year for meeting target - - -

Gender Distribution at other Management level

2023

2022 2021

Total headcount top Management level 3 1 1

Underrepresented gender in % 33% - -

Target for underrepresented gender in % - - -

Year for meeting target - - -

FairWind Group Annual Report 2023 Page 39 | Management Review

In 2023, FairWind accomplished the following mile-

stones:

• Onshore installations: Achieved an AVS of 4.3,

meeting the target. These results mark the highest

quality performance in the last four years of data

analysis.

• Offshore installations (pre-assembly): Achieved an

AVS of 1.3, meeting the target despite significant

project execution delays.

Positive trends persist in quality performance, with

improved results compared to previous years:

• Onshore installations: AVS of 4.9 in 2021 and 5.0 in

2022.

• Offshore installations: AVS of 0.2 (attributed to very

low volume) in 2021 and 3.7 in 2022.

Since establishing our customer satisfaction and loyalty

survey in 2018, FairWind has consistently tracked our

performance. In 2022, we maintained a satisfaction score

of 4.04 (compared to 4.02 in 2020 and 4.23 in 2021) and a

loyalty score of 4.07 (compared to 4.25 in 2020 and 4.43

in 2021). Please note that the 2023 survey numbers are

not included in this report, but we anticipate sharing our

2024 survey results.

Achieving the Target & Future Ambitions

In 2023, FairWind further formalized our approach to

quality management by:

• Implementing a comprehensive HSEQ reporting

system

• Initiating over 1100 corrective and preventive

actions (CAPA) following various audits, inspections,

incidents, and meetings

• Formalizing our risk assessment process,

conducting 18 assessments, and identifying 256

risks throughout the year

• Positive results from the 3 customer approval audits

(Nordex – FW global processes, SGRE – FW Offshore

incl. Vesterhav project, Vestas – FW Onshore incl.

Viking project).

• Positive results from ISO 9001 / ISO 14001 and ISO

45001 surveillance audit - zero nonconformities

raised.

• Conducting 21 internal audits to ensure compliance

and efficiency of main and supporting processes

within our organization.

• Achieving positive results in proactive indicator

assessments, indicating a cultural shift towards

greater safety awareness and commitment to

improvement

• Notably increasing the reporting of quality observa-

tions from construction sites.

These efforts signify a significant step forward in

enhancing our quality, health, safety, and environmental

(QHSE) culture within the organization, fostering a safer

and more conscientious working environment.

In 2023, our Quality & IMS department took proactive

measures to enhance communication with customers,

focusing on improving processes. We established regular

weekly meetings with customer SQD to promptly

address critical quality issues and gain valuable insights

into defects, ensuring swift and effective responses.

Each Non-Conformance Report (NCR) undergoes

thorough analysis by our Quality Team and responsible

Site Management. We conduct comprehensive Root

Cause Analysis (RCA) and implement related actions

to mitigate the impact of raised complaints, ensuring

continuous improvement and customer satisfaction.

Continuing the improvement process, FairWind has

established targets for new measures as we move into

2024. These include:

• Maintaining an average number of snagging for

Onshore projects below 5, with varying client targets

between 5 and 9

• Keeping the average number of snagging for

Offshore projects below 5

• Ensuring customer satisfaction scores reach 4.1 or

above

• Conducting a minimum of 2 supplier audits during

the year

• Achieving positive qualifications from Customer

Approval Audits.

• Reporting a minimum of 1000 Quality Observations.

These targets reflect our commitment to excellence

and continuous improvement in delivering high-quality

services to our clients.

Quality Culture (cont.)

FairWind Group Annual Report 2023Page 40 Management Review |

FairWind's commitment to charitable initiatives continued in 2023. Notably, one of our key charitable initiatives once again

involved hosting a recurring 'day of fun' event and providing gifts to a local orphanage near Stettin, Poland.

This initiative, which FairWind has supported for over a decade, remained a cornerstone of our charitable efforts in 2023,

exemplifying our dedication to making a positive impact in the community.

Charity & Social Events

Culture

Closing Statement

At FairWind, our commitment to Environmental, Social, and Governance principles remains constant and vital to our opera-

tions. It guides every aspect of our business, shaping the actions of our managers, employees, subcontractors, and suppliers.

As we reflect on our efforts in 2023, we are optimistic about the positive results and progress achieved. Looking ahead,

we are dedicated to further evolving and expanding our ESG initiatives and actions to address emerging challenges and

opportunities. We understand the importance of adapting our policies to align with evolving environmental, supply chain,

and societal dynamics.

In essence, our commitment to ESG is not static; it is a dynamic journey of continuous improvement and adaptation to

create lasting positive impacts. Following the ever-changing ESG landscape as well as adapting to and complying with

international requirements is paramount and something we remain committed to.

The environment and

climate are high priorities

in the FairWind Group.

The overarching aim in

these matters is that

FairWind is perceived

by our customers,

employees, suppliers

and authorities as a

conscious company.

FairWind Group Annual Report 2023 Page 41 | Management Review

Event after the Balance Sheet Date

Explanation of Data Ethics

The policy on Data Ethics is reviewed annually and compliant with section 99d of the Danish

Financial Statements Act.

Data plays an increasingly significant role within FairWind, serving as a vital tool for monitoring,

delivering, and enhancing services for customers, employees, and stakeholders. Recognizing its

value as a crucial asset, we handle data with utmost care, adhering to all relevant laws, regulations,

as well as FairWind's internal standards and policies.

Through meticulous management and a transparent approach, we ensure due respect for our

customers, business partners, and employees. Continuous monitoring guarantees that data is

handled responsibly and ethically at all times. FairWind’s data handling practices are clearly defined

and made available as part of our Privacy Policy on our website.

We continuously strive to optimize our data strategy regarding security measures and data use,

implementing new initiatives to ensure confidentiality, integrity, and availability. This includes

ongoing efforts to enhance data protection and IT security through employee education, training,

and awareness sessions. To maintain compliance with our data ethics, we conduct annual reviews of

policies, including data ethics considerations.

FairWind’s handling of data is always defined and available on our website: https://fairwind.com/

wp-content/uploads/2024/04/Data_Ethics_Policy.pdf

From the statement of financial position date and until today, the acquisition of Wind1000 is

completed per 26th of March 2024. See note 15 for further information.

No further matters, which would influence the evaluation of the Annual Report has occurred.

FairWind Group Annual Report 2023Page 42 Management Review |

Consolidated

Financial

Statements

FairWind Group Annual Report 2023 Page 43 | Consolidated Financial Statements Consolidated Financial Statements

Profit & Loss

Income

Statement

DKK'000

Note

2023

2022

Revenue 4 1.191.916 1.021.078

Operating Costs 5 -1.101.395 -940.766

Operating profit/(loss) before depreciation and amortisation

(EBITDA) before special items

90.521 80.312

Special items 6 -25.296 -36.137

Operating profit/(loss) before depreciation and amortisation

(EBITDA) after special items

65.226 44.175

Depreciation and amortisation 7 -32.872 -27.984

Operating profit/(loss) (EBIT) 32.354 16.191

Financial income 8 15.058 7.581

Financial expenses 9 -63.094 -37.619

Profit before tax -15.682 -13.847

Tax for the year 10 -12.750 -4.327

Result for the year -28.432 -18.174

Attributable to:

Shareholders of Force Bidco A/S -28.432 -18.174

DKK

FairWind Group Annual Report 2023Page 44 Consolidated Financial Statements |

DKK'000

2023

2022

Result for the year -28.432 -18.174

Other comprehensive income

Other comprehensive income to be reclassified to profit or loss

in subsequent periods:

Exchange differences on translation of foreing operations -7.549 -3.142

Total comprehensive income/loss -35.981 -21.316

Attributable to:

Shareholders of Force Bidco A/S -35.981 -21.316

Profit & Loss

Statement of

Comprehensive

income

DKK

FairWind Group Annual Report 2023 Page 45 | Consolidated Financial Statements

Balance

DKK

DKK’000

Assets Note 31/12-2023 31/12-2022

Goodwill 11, 12 414.372 414.372

Trade name 11 98.000 98.000

Property, plant and equipment 13 42.627 36.117

Right-of-use assets 14 17.621 15.347

Deposits 3.550 2.245

Deferred tax assets 10 16.772 26.674

Total non-current assets 592.942 592.754

Inventories 16 2.474 3.215

Trade receivables 17 222.884 213.386

Contract assets 18 88.283 156.103

Other receivables 19.092 16.662

Prepayments 23.893 19.281

Cash* 128.545 48.533

Total current assets 485.171 457.180

Total assets 1.078.113 1.049.934

* Includes Trapped Cash for 2023 DKK 68.952 thousand (2022: 21.451) in Ukraine (DKK 30.580 thousand), Kazakhstan (DKK 1.130 thousand) and

Morocco (DKK 37.242 thousand). e Trapped Cash in Morocco has been released aer closing of the year.

FairWind Group Annual Report 2023Page 46 Consolidated Financial Statements |

Balance

DKK'000

Equity and liabilities Note 31/12-2023 31/12-2022

Share Capital 20 400 400

Share premium 366.000 366.000

Foreign currency translation reserve -16.514 -8.965

Retained earnings -64.619 -36.187

Total equity 285.267 321.248

Deferred tax 10 8.323 26.605

Interest-bearing liabilities 22 399.688 361.099

Lease liabilities 14 12.279 6.300

Total non-current liabilities 420.289 394.004

Interest-bearing liabilities 22 147.992 146.206

Payable to group enterprises 0 150

Contract liabilities 18 14.479 11.347

Lease liabilities 14 6.379 9.850

Trade payables 130.873 136.188

Current tax liability 10 9.140 2.743

Other payables, interest and employee liabilities 63.694 28.197

Total current liabilities 372.556 334.681

Total liabilities 792.845 728.685

Total equity and liabilities 1.078.113 1.049.934

DKK

FairWind Group Annual Report 2023 Page 47 | Consolidated Financial Statements

Changes in equity

Statement

of changes

in equity

DKK

DKK'000

capital

Share Pre-

mium

Foreign cur-

rency transla-

tion reserve

Retained

earnings

Total equity

Equity at 1 January 2022 400 366.000 -5.823 -18.013 342.564

Result for the year -18.174 -18.174

Other comprehensive income

Exchange differences on translation of foreign operations 0 0 -3.142 0 -3.142

Total comprehensive income 31. December 2022 0 0 -3.142 -18.174 -21.316

Equity at 31 December 2022 400 366.000 -8.965 -36.187 321.248

Equity at 1 January 2023 400 366.000 -8.965 -36.187 321.248

Result for the year 0 0 0 -28.432 -28.432

Other comprehensive income

Exchange differences on translation of foreign operations 0 0 -7.549 0 -7.549

Total comprehensive income 31. December 2023 0 0 -7.549 -28.432 -35.981

Equity at 31 December 2023 400 366.000 -16.514 -64.619 285.267

FairWind Group Annual Report 2023Page 48 Consolidated Financial Statements |

Cash flow statement

Cash flow

statement

DKK

DKK'000

Note

2023

2022

Operating activities

Operating profit/loss 32.354 16.191

Depreciation amortisation and impairment losses 32.872 27.984

Change in working capital 19 95.250 -91.504

Financial income received 4.333 820

Financial expenses paid -62.741 -34.125

Realised currency effect Impact -1.751 -14.928

Income taxes refunded/(paid) -19.488 -7.475

Cash flow from operating activities 80.829 -103.037

Investment activities

Investment in property, plant and equipment 13 -32.160 -31.341

Disposal of property, plant and equipment 1.064 2.239

Cash flow from investing activities -31.096 -29.102

Financing activities

Proceeds of long-term liabilities 22 37.265 0

Cash flows from drawn facilities 22 1.786 110.972

Repayment leasing 22 -7.310 -6.662

Cash flow from financing activities 31.740 104.310

Change in cash and cash equivalents 81.473 -27.829

Opening cash and cash equivalents 48.533 80.284

Currency adjustment of opening cash and cash equivalents -1.462 -3.922

Change in cash and cash equivalents for the year 81.473 -27.829

Cash 31 December 128.545 48.533

The Group has unused credit facilities per 2023 amounting to 181 mDKK (2022 = 52 mDKK).

Trapped cash amounts to 69 mDKK (2022 = 21 mDKK).

DKK'000

capital

Share Pre-

mium

Foreign cur-

rency transla-

tion reserve

Retained

earnings

Total equity

Equity at 1 January 2022 400 366.000 -5.823 -18.013 342.564

Result for the year -18.174 -18.174

Other comprehensive income

Exchange differences on translation of foreign operations 0 0 -3.142 0 -3.142

Total comprehensive income 31. December 2022 0 0 -3.142 -18.174 -21.316

Equity at 31 December 2022 400 366.000 -8.965 -36.187 321.248

Equity at 1 January 2023 400 366.000 -8.965 -36.187 321.248

Result for the year 0 0 0 -28.432 -28.432

Other comprehensive income

Exchange differences on translation of foreign operations 0 0 -7.549 0 -7.549

Total comprehensive income 31. December 2023 0 0 -7.549 -28.432 -35.981

Equity at 31 December 2023 400 366.000 -16.514 -64.619 285.267

FairWind Group Annual Report 2023 Page 49 | Consolidated Financial Statements

Notes

Accounting Policies

Adoption of New and Amended Standards

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

Segment Information

Operating Costs

Special Items

Depreciation, Amortisation and Impairment Losses

Financial Income

Financial Expenses

Tax for the Year

Intangible Assets

Impairment Test

Property, Plant and Equipment

Leases

Acquisition

Inventories

Trade Receivables

Contract Balances

Working Capital Changes

Share Capital

Fee to auditors appointed at the annual general meeting

Interest-bearing Liabilities

Financial Risks

Guarantees, Contingent Liabilities and Collateral

Related Parties

Legal Entities

Events after the Reporting Period

Notes

FairWind Group Annual Report 2023Page 50 Consolidated Financial Statements |

Accounting Policies

The Group presents certain financial measures

in the consolidated financial statements that are

not defined under IFRS. It is Management’s belief

that these measures provide valuable supple-

mental information to investors and the Group’s

management, as they allow for an evaluation of

trends and the Group’s performance.

Since such financial measures are not calculated

in the same way by all companies they are not

always comparable to measures used by other

companies. These financial measures should

therefore not be considered to be a replacement

for measurements as defined under IFRS. We

refer to section “Definition of Key figures and

ratios” for a definition of the above mentioned

financial measures.

Basis of Preparation

The financial statements are presented in Danish

kroner (DKK). All amounts have been rounded

to the nearest DKK thousand, unless otherwise

indicated.

The financial statements have been prepared on

a going concern basis and in accordance with

the historical cost convention, except where IFRS

explicitly requires use of other values.

For the purpose of clarity, the financial state-

ments and the notes to the financial statements

are prepared using the concepts of materiality

and relevance. This means that line items not

considered material in terms of quantitative

and qualitative measures or relevant to financial

statement users are aggregated and presented

together with other items in the financial

statements. Similarly, information not considered

material is not presented in the notes.

The accounting policies, except as described

below, have been applied consistently during the

financial year.

Basis of Consolidation

The Consolidated Financial Statements comprise

the Financial Statements of Force Bidco A/S (the

Parent Company) and subsidiaries which are

entities controlled by Force Bidco A/S. The Group

controls an entity when it directly or indirectly

owns more than 50% of the voting rights or may

otherwise exercise a controlling influence.

Principles of Consolidation

The Consolidated Financial Statements are

prepared on the basis of the financial statements

of the Parent Company and its subsidiaries.

The Consolidated Financial Statements are

prepared by combining items of a uniform

nature and subsequently eliminating intercom-

pany transactions, internal shareholdings and

balances and unrealized intercompany gains

or losses. The financial statements used for

The Group’s consolidated financial statements have been prepared in accordance with

IFRS Accounting Standards as adopted by the EU and additional Danish disclosure re-

quirements for the financial statements of reporting class C (Large) enterprises, cf. the

Danish Executive Order on Adoption of IFRSs (“IFRS-bekendtgørelsen”) issued in accord-

ance with the Danish Financial Statements Act (“DFSA”).

Notes

Note 1.

FairWind Group Annual Report 2023 Page 51 | Consolidated Financial Statements

consolidation are prepared in accordance with

the Group’s accounting policies.

The line items of subsidiaries are recognized

100% in the Consolidated Financial Statements.

Investments in subsidiaries are offset by the

interest’s share of subsidiaries’ net assets at the

acquisition date at fair value.

Business Combinations

Acquisitions of businesses are accounted for

using the acquisition method. The consideration

transferred in a business combination is meas-

ured at fair value, which is calculated as the sum

of the acquisition-date fair values of the assets

transferred by the Group, liabilities incurred by

the Group to the former owners of the acquiree

and the equity interests issued by the Group in

exchange for control of the acquiree. Acquisi-

tion-related costs are recognized in profit/(loss)

as incurred.

At the acquisition date, the identifiable assets

acquired and the liabilities assumed are recog-

nized at their fair value, except that deferred tax

assets or liabilities, and assets or liabilities related

to employee benefit arrangements are recog-

nized and measured in accordance with IAS 12

Income Taxes and IAS 19 Employee Benefits,

respectively.

Goodwill is measured as the excess of the sum

of the consideration transferred, the amount of

any non-controlling interests in the acquiree,

and the fair value of the acquirer’s previously

held equity interest in the acquiree (if any) over

the net of the acquisition-date amounts of the

identifiable assets acquired and the liabilities

assumed. If, after re-assessment, the net of the

acquisition-date amounts of the identifiable

assets acquired and liabilities assumed exceeds

the sum of the consideration transferred, the

amount of any non-controlling interests in the

acquiree and the fair value of the acquirer’s

previously held interest in the acquiree (if any),

the excess is recognized immediately in profit/

(loss) as a bargain purchase gain.

Foreign Currency Translation

On initial recognition, transactions denominated

in foreign currencies are translated to the

functional currency at the exchange rates at the

transaction date. Foreign exchange rate adjust-

ments arising between the transaction date and

at the date of payment are recognized in the

statement of profit or loss in financial income or

financial expenses.

Monetary assets and liabilities denominated in

foreign currencies are translated at the exchange

rates at the reporting date. The difference

between the exchange rates at the reporting

date and at the date of transaction or the

exchange rate in the latest financial statements

is recognized in the statement of profit or loss in

financial income or financial expenses.

Cash Flow Statement

The cash flow statement is presented using the

indirect method and shows cash flows from

operating, investing and financing activities for

the year as well as the Group’s cash and cash

equivalents at the beginning and end of the

financial year.

Cash flows from operating activities are calcu-

lated based on operating profit/loss, adjusted for

the cash flow effect of non-cash operating items,

working capital changes, financial expenses paid

and income tax paid.

Cash flows from investing activities comprise

payments in connection with the acquisition and

sale of non-current intangible assets, property,

plant and equipment, and financial assets.

Cash flows from financing activities comprise

payments arising from changes in the size or

composition of the Group’s share capital and

dividend paid as well as proceeds from and

repayments of debt and lease liabilities. Cash and

cash equivalents comprise cash at bank and in

hand.

Accounting Policies (cont.)

Notes

Note 1.

FairWind Group Annual Report 2023Page 52 Consolidated Financial Statements |

Statement of Profit or Loss Revenue

Revenue comprises sale of mainly Installation

and Services within the wind turbine industry

(both on-shore and off-shore projects). The

following is a description of the principal

activities from which FairWind Group generates

its revenue.

Installation (Revenue recognized over time)

Revenue from sale of installation is recognized

over time based on the contract conditions,

which state that FairWind Group creates or

enhances an asset that the client controls as it

is created or enhanced. Typically an installation

contract include more than one installation,

where the payment typically is due in line with

each Milestone achievement.

The transfer of control and recognition of

revenue are determined using input methods

based on actual progress for the contracts, as

these methods are considered to best depict

the continuous transfer of control. The selling

price is measured by reference to the total

expected income from each contract and the

stage of completion at the reporting date.

Service (Revenue recognized over time)

Revenue from service sales, comprising services

and maintenance agreements where the client

is receiving and consuming the benefits of the

entity’s performance as the entity performs, and

are recognized over the term of the agreement

as the services are provided.

Transaction Price

The transaction price for sale of installation and

service normally includes a fixed consideration.

The transaction price for service contracts

includes a fixed consideration and often a

variable consideration.

Operating Cost

Operating cost consist of the following opera-

tional cost incurred as part of the Group’s core

activities.

Project Costs

Project costs, including warranty costs,

comprise the costs incurred to achieve revenue

for the year. Other expenses directly related to

the sales, such as materials, tools, transport and

subcontractors.

Staff Costs

Staff costs consist of salaries, bonuses, pensions

and social costs, vacation pay, and other bene-

fits. Salaries, bonuses, pensions and social costs,

vacation pay, and other benefits are recognized

in the year in which the associated services

are rendered by the employees. The Group has

entered into retirement benefit schemes and

similar agreements with employees. Contribu-

Accounting Policies (cont.)

Notes

Note 1.

FairWind Group Annual Report 2023 Page 53 | Consolidated Financial Statements

tions to defined contribution plans are recog-

nized in the statement of profit or loss in the

period to which they relate and any contributions

outstanding are recognized in the statement of

financial position as other liabilities.

Other External Costs

Other external costs include the period’s

expenses relating to the Group’s core activities,

including expenses relating to distribution, sale,

advertising, administration, premises, bad debts,

low-value and short-term leases, etc.

Special Items

Special items include significant income and

expenses of a special nature in terms of the

Group’s revenue-generating operating activities

that cannot be attributed directly to the Group’s

ordinary operating activities. Such as income

and expenses including transaction costs in a

business combination.

Financial Income and Financial Expenses

Financial income and expenses include interest

income, interest expense, amortization of

borrowing costs and realized and unrealized

exchange gains and losses.

Tax

Tax on the profit or loss for the year comprises

the year’s current tax and changes in deferred

tax. The tax expense relating to the profit or

loss for the year is recognized in the statement

of profit or loss, and the tax expense relating

to items recognized in other comprehensive

income and directly in equity, respectively, is

recognized in other comprehensive income or

directly in equity. Exchange rate adjustments

of deferred tax are recognized as part of the

adjustment of deferred tax for the year.

Current tax payable and receivable is recognized

in the statement of financial position as the

expected tax on the taxable income for the year,

adjusted for tax paid on account. The current tax

charge for the year is calculated based on the

tax rates and rules enacted at the statement of

financial position date.

Deferred tax is calculated using the liability

method on all temporary differences between

the accounting and taxable values of assets and

liabilities.

Deferred tax assets are assessed yearly and only

recognized to the extent that it is more likely

than not that they can be utilized. Deferred

tax assets, including the tax value of tax losses

carried forward, are recognized as other non-cur-

rent assets and measured at the amount at

which they are expected to be realized, either

by setting off deferred tax liabilities or by setting

off tax on future earnings within the same legal

entity or a jointly taxed entity.

Future taxable income is assessed based on

budgets as well as Management’s expectations

regarding growth and operating margin in the

coming years.

The Group is included in national joint taxation

with its Parent Company, Force Bidco A/S and

other Danish group entities. The tax charge for

the year is allocated between the Danish jointly

taxed companies in proportion to their taxable

income, taking into account taxes paid.

Deferred tax is measured based on the tax

legislation and statutory tax rates in the respec-

tive countries that will apply under the legislation

in force on the statement of financial position

date when the deferred tax asset is expected to

crystallize as current tax. Changes in deferred tax

resulting from changes in tax rates are recog-

nized in the statement of profit or loss.

The Group recognizes deferred tax assets relating

to losses carried forward when Management

finds that these can be offset against taxable

income in the foreseeable future. An assessment

is made taking into consideration the effect of

restrictions in utilization in local tax legislation.

Accounting Policies (cont.)

Notes

Note 1.

FairWind Group Annual Report 2023Page 54 Consolidated Financial Statements |

Balance sheet – Goodwill

Goodwill arising on the acquisition of a business is

carried at cost as established at the date of acquisition

of the business less accumulated impairment losses,

if any.

For the purposes of impairment testing, goodwill is

allocated to each of the Group’s cash generating units

(or groups of cash-generating units) that is expected

to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been

allocated is tested for impairment annually, or more

frequently when there is an indication that the unit

may be impaired. If the recoverable amount of the

cash-generating unit is less than its carrying amount,

the impairment loss is allocated first to reduce the

carrying amount of any goodwill allocated to the unit

and then to the other assets of the unit pro rata based

on the carrying amount of each asset in the unit.

Any impairment of goodwill is recognized directly in

profit/(loss). An impairment loss recognized for good-

will is not reversed in subsequent periods. On disposal

of the relevant cash-generating unit, the attributable

amount of goodwill is included in the determination

of the profit/(loss) on disposal.

Other Intangible Assets

The useful lives of intangible assets are assessed as

either finite or indefinite.

Intangible assets with indefinite useful lives are not

amortized, but are tested for impairment annually,

either individually or at the cash-generating unit level.

The assessment of indefinite life is reviewed annually

to deter-mine whether the indefinite life continues to

be supportable. If not, the change in useful life from

indefinite to finite is made on a prospective basis.

Accounting Policies (cont.)

Notes

Note 1.

FairWind Group Annual Report 2023 Page 55 | Consolidated Financial Statements

Property, Plant and Equipment

Property, plant and equipment comprise other

fixtures and fittings, tools and equipment and are

measured at cost less accumulated depreciation

and accumulated impairment losses. Other fixtures

and fittings, tools and equipment are depreciated

on a straight-line basis over the expected useful

lives of the assets, which are as follows:

• Other fixtures and fittings, tools and

equipment – 2-4 years

• Property, plant and equipment are tested for

impairment if indications of impairment exist.

• Property, plant and equipment are written down

to their recoverable amount, if the carrying

amount exceeds the higher of the fair value less

costs to sell and the value in use.

• Depreciation and impairment charges are recog-

nized in the statement of profit or loss.

Leases

The right-of-use asset is depreciated on a straight-

line basis over the shorter of the lease term and the

useful life of the asset.

The Group leases properties which include a service

element in the payments to the lessor. This service

is deducted from the lease payment when meas-

uring the lease obligation. Where the Group cannot

reliably separate lease and non-lease items, it is

considered a single lease payment.

Short leases with a maximum lease term of 12

months and leases where the underlying asset has

a low value are not recognized in the statement of

financial position.

The lease term is defined as the non-cancellable

period of a lease together with periods covered

by options to extend the lease if it is reasonably

certain that the options will be exercised and

periods covered by options to terminate the lease

if it is reasonably certain that the options will not

be exercised. A number of leases contain extension

and termination options in order to guarantee

operational flexibility in managing the leases.

The lease obligation, which is recognized in “Lease

liabilities”, is measured at the present value of the

remaining lease payments, discounted by the

Group’s incremental loan interest rate, if the implicit

interest rate is not stated in the lease agreement

or cannot reasonably be determined. The lease

obligation is subsequently adjusted if:

• The value of the index or interest rate on which

the lease payments are based changes

• There is a change in the expected exercise of

options to extend or shorten the lease period due

to a material event or material change in circum-

stances which are within the control of the lessee

• The lease term is changed as a result of exercising

an option to extend or shorten the lease term.

Accounting Policies (cont.)

Notes

Note 1.

FairWind Group Annual Report 2023Page 56 Consolidated Financial Statements |

Subsequent adjustments of the lease obligation

are recognized as a correction to the right-of-use

asset. However, if the right-of-use asset has a

value of DKK 0, a negative reassessment of the

right-of-use asset is recognized in the statement

of profit or loss.

Contract Balances

Contracts in progress are measured by allocating

to each performance obligation the selling price

of the work performed less progress billings and

impairment losses.

The selling price of performance obligations

is determined by reference to their stage of

completion at the balance sheet date and the

total expected contract revenue. In determining

total expected income, the constraints on the

recognition of variable consideration, including

recognition of claims, additional works and

variations are taken into consideration. The

percentage of completion is determined on the

basis of an assessment of the work performed,

which is normally calculated as the ratio of

contract costs incurred to total expected contract

costs.

If it is probable that total contract costs will

exceed total contract revenue, provision is made

for the total expected loss on the contract. If the

selling price cannot be measured reliably, the

selling price is measured at the lower of contract

costs incurred and net realizable value.

Construction contracts for which the selling

price of the work performed exceeds progress

billings and expected losses are recognized in

receivables. Construction contracts for which

progress billings and expected losses exceed the

selling price are recognized in liabilities. Advance

payments from customers are recognized in

liabilities.

Trade Receivables and other Receivables

Trade receivables are measured at amortized

cost less allowance for lifetime expected credit

losses.

To measure the expected credit losses, credit

risk for trade receivables has been based on an

individual assessment. Trade receivables are

written off when all possible options have been

exhausted and there is no reasonable expecta-

tion of recovery.

The cost of allowances for expected credit losses

and write-offs for trade receivables are recog-

nized in the statement of profit or loss in other

external expenses.

Prepayments

Prepayments comprise incurred costs relating

to subsequent financial years. Prepayments are

measured at cost.

Interest-bearing Liabilities

Interest-bearing liabilities are measured at

amortized cost.

Trade Payables and other Payables

Other payables include bonus and commission

accruals, vacation pay obligations, payroll taxes

and VAT. Payables are measured at cost.

Warranty Provisions

Provisions for warranty-related costs are recog-

nized when the product is sold or a service is

provided to the customer. Initial recognition

is based on historical experience. The initial

estimate of warranty-related costs is revised

annually.

Within the industry standard terms is a 24 month

warranty period.

Accounting Policies (cont.)

Notes

Note 1.Accounting Policies (cont.)

FairWind Group Annual Report 2023 Page 57 | Consolidated Financial Statements

Definition of Key Figures and Ratios:

EBITDA:

Net profit before interest, tax, depreciation, amortization.

EBITDA before special items:

Net profit before interest, tax, depreciation, amortization and special items.

EBITDA normalized:

Net profit before interest, tax, depreciation, amortization and special items

excluding costs that will be non-recurring for a new owner.

EBIT:

Earnings before interest and tax.

Gross profit margin (%):

Gross profit as a percentage of revenue.

Equity ratio:

Equity at year-end divided by total assets.

Order backlog:

The value of future contracts, secured end of period, expected to be

recognised in upcoming year.

Number of employees year end (FTE):

Number of full-time equivalent employees (part-time employees translated

into full-time employees) at the end of the year.

Accounting Policies (cont.)

Notes

Note 1.

FairWind Group Annual Report 2023Page 58 Consolidated Financial Statements |

Adoption of New and Amended Standards

Relevant new and amended Standards and Interpretations

that have been issued up to the date of issuance of the

Group’s financial statements, but are not yet effective, is not

expected to have material effect on the Group’s financial

statement for future periods. The Group intends to adopt

these new and amended Standards and Interpretations, if

applicable, when they become effective.

The implementation of new and amended Standards and

Interpretations effective from 2023, has not had a significant

impact on recognition, measurement or disclosures in the

Annual Report 2023 and is not expected to have significant

impact on the financial reporting for future periods.

Notes

Note 2.

FairWind Group Annual Report 2023 Page 59 | Consolidated Financial Statements

Critical Accounting Judgement

and Key Sources of Estimation Uncertainty

As part of the preparation of the financial statements,

Management makes a number of accounting estimates

and assumptions as a basis for recognizing and measuring the

Group’s assets, liabilities, income and expenses

as well as judgements made in applying the entity’s

accounting policies. The estimates, judgements and

assumptions made are based on experience gained and

other factors that are considered prudent by Management in

the circumstances, but which are inherently

subject to uncertainty and volatility.

The assumptions may be incomplete or inaccurate, and unfore-

seen events or circumstances may occur for which reason the

actual results may differ from the estimates and judgements

made. The accounting policies are described in detail in note 1 to

the financial statements to which we refer.

Management considers the following accounting estimates and

judgements to be significant in the preparation of the financial

statements:

Project Accounting (accounting estimates)

In accordance with IFRS 15, income from and profits on projects

are recognized over time based on the progress towards full satis-

faction of the individual performance obligations of the projects,

and is continuously revised and adjusted accordingly. The stage of

completion is determined and evaluated based on actual technical

completion and is a key accounting estimate related to the timing

of revenue recognition. Additional work for instance overtime is

invoiced based on existing agreements signed at the beginning of

the contracts and is recognized in the financial statements based

on an assessment on the expected invoicing to the customer.

Recognition and measurement of projects comprise considerable

estimates and judgements made by Management in connection

with the assessment of expected contract revenue, projects cost

and disputes. Changes in these accounting estimates under

the performance of the project may have significant impact on

revenue, project cost and the result thereof. Discrepancies related

to additional works, extensions of deadlines, claims for daily

penalties, etc. are assessed on the basis of the nature of the issue,

the stage of negotiation and past experience. The probability of the

outcome is thus assessed on an individual basis.

Impairment test for Goodwill and Trade Name (accounting

estimate)

Goodwill and Trade name are tested for impairment annually and

whenever events or changes in circumstances indicate that the

carrying amount of assets has been impaired, for example due

to changed business climate. In order to determine if the value

of assets has been impaired, the cash-generating unit to which

goodwill and Trade name has been allocated must be valued using

present value techniques.

When applying this valuation technique, the Company relies on

a number of factors including historical results, business plans,

forecasts and market data. This is further described in the notes. As

can be deduced from this description, changes in the conditions

for these.

Notes

Note 3.

FairWind Group Annual Report 2023Page 60 Consolidated Financial Statements |

Critical Accounting Judgement

and Key Sources of Estimation Uncertainty (cont.)

judgments and estimates can significantly affect the assessed value of

the assets.

The management has identified two Cash Generating Units in connec-

tion with the preparation of the impairment test. These have been deter-

mined to be installation and service, as the management assesses these

to be the lowest possible levels. the corporate costs are allocated based

on a percentage distribution of 75/25%, it is the management decision

to split between the two segments, this is supported by Fairwind's

historical focus on installations and its goal to expand into the Service

segment, and is reflecting the original goodwill split and furthermore, in

line with our contribution expectations.

Closing Down Operations in Russia – Assessment of Discontinued

Activities (judgement)

In accordance with IFRS 5, Management shall assess whether the criteria

are met which involves judgements. Management have assessed that

the close down of the Russian activities does not qualify to be discon-

tinued operations in accordance with IFRS 5, as the Russian activities

does not constitute a separate major line of business..

Prepaid Training Cost (judgement)

The Group incurs training cost related to required certification of

contract workers. These costs are presented as prepayments in the

balance sheet and recognized as expenses over the average length of

the lifetime of the

certificate validity as the Group has right to invoice the contract workers

for the cost incurred for the certification if they resign.

Recovery of Deferred Tax Assets (Accounting estimates)

Deferred tax assets are recognized for all unutilized tax loss carry-for-

wards to the extent it is considered likely that the losses can be offset

against taxable income in the foreseeable future.

The amount recognized for deferred tax assets is based on judgment

regarding the timing of utilization and the size of tax loss carry-forwards.

The deferred tax assets are primarily driven by DK and USA and are

based on tax losses carried forward.

Management judgement is that the tax asset in the USA can be offset

against income in the near future, based on the performance in the

USA for 2023 before special items, in conjunction with the budget and

forecasts for the following years, which show a positive taxable income.

The tax asset in Denmark has in 2023 been revised and adjusted

downwards by 50% compared to last year, due to Management's belief

that it is unlikely to be fully utilized. The estimates are based on future

expectations for taxable income in Danish Joint taxation, derived from

budgets and forecasts for the years to come, following several initiatives

aimed at improving taxable income in Denmark. These initiatives

include changing cost allocation principles, closing non-profitable

entities, introducing management fees in countries outside the scope

of the company’s Transfer Pricing model, and anticipating increases in

activity levels to drive improvement.

In US the activity levels have improved significantly in 2023 and earnings

before tax and special items have improved significantly. The expecta-

tions for 2024 and the following years are similar with means that the

deferred tax asset is considered used within 2-3 years.

Notes

Note 3.

FairWind Group Annual Report 2023 Page 61 | Consolidated Financial Statements

Segment Information

Notes

Note 4.

For management purposes, the Group is organized into business units based on its products and services and has two reportable segments, as

follows:

Installation (Installation of wind turbines)

Service (Service of wind turbines)

The Executive Management is the Chief Operating Decision Maker (CODM), which is made up of the senior leadership across the respective

functional areas and is responsible for the strategic decision making. And for the monitoring of the operating results of the operating segments for

the purpose of performance assessment. Segment performance is evaluated based on revenue and is measured consistently with revenue in the

Consolidated Financial Statements.

Four customers have sales representing more than 10% of the Revenue. Revenue from these customers is in the range of 10% - 34% of total

revenue.

Breakdown of revenue per Business Unit20232022Installation 874.059 833.959Service 317.857 187.119Total revenue 1.191.916 1.021.078Breakdown of direct operating costs (non-GAAP)Installation -680.915 -637.067Service -235.185 -150.244Total direct operating costs (non-GAAP) -916.099 -787.311Segment gross profit including direct salaries (non-GAAP metric) 275.817 233.768Other operating Cost -185.296 -153.456Operating profit/(loss) before depreciation and amortization 90.521 80.312(EBITDA) before special items

FairWind Group Annual Report 2023Page 62 Consolidated Financial Statements |

Segment Information (cont.)

Notes

Note 4.

Breakdown of revenue by geography20232022Sweden 185.122 188.955Germany 229.923 159.408Poland 79.676 155.504United States of America 142.655 55.863Rest of Europe 205.640 80.862Rest of Scandinavia 206.245 161.795Rest of North and South America 31.781 0Rest of the world 110.874 218.691Total revenue1.191.9161.021.078

It is not possible to allocate costs below “gross profit including direct salaries” to the segments identified, as these costs serve all segments

and refer to the consolidated statement of profit or loss. FairWind Group uses the non-GAAP metric above in its internal segment reporting

to show gross project not differentiating between if the cost arises from technicians on our own payroll or independent contractors.

The revenue split is based on geographical supply point. Revenue specified by country comprises all countries with revenue that accounts

for more than 10 percent of FairWind Group’ total revenue.

Transaction Price Allocated to the Remaining Sales Contracts (Order backlog)

The following table includes revenue expected to be recognized in the future related to performance obligations that are unfulfilled (or

partially unfulfilled) at the end of the financial year.

At the end of 2023, the average remaining duration in the order backlog is within one year. Both Installation and Service projects are

normally to be delivered within one year.

FairWind Group Annual Report 2023 Page 63 | Consolidated Financial Statements

Order Backlog20232022Order Backlog - Installation 395.948 242.109Order Backlog - Service 100.151 49.181Order Backlog Total 496.099 291.290

Segment Information (cont.)

Notes

Note 4.

Challenges in relation to shipment of wind turbines, other equipment and installation hereof, for example bad weather,

lack of grid connections, and similar matters, may cause delays that could affect the timing of the satisfaction of the future

performance obligations within the backlog. Furthermore, it should be emphasized that the order backlog is forward-

looking in nature and a subset of FairWind Group’ potential future revenue.

FairWind Group Annual Report 2023Page 64 Consolidated Financial Statements |

Operating Costs

Notes

Note 5.

20232022Project Costs 757.232 646.052Other external cost 83.922 68.633Non-remuneration of employees 841.154 714.684Wages and salaries 241.955 201.436Pensions 8.846 9.865Other social security costs 5.296 13.964Other staff costs 4.143 816Remuneration of employees 260.241 226.082Total 1.101.395 940.766

Average numbers of employees during the year 528 667

FairWind Group Annual Report 2023 Page 65 | Consolidated Financial Statements

Operating Costs (cont.)

Notes

Note 5.

20232022Revenue 1.191.916 1.021.078Operating costs -757.502 -649.222Gross Profit 434.415 371.857Staff Costs -269.420 -226.082Other Operating costs -98.841 -94.248EBITDA 66.153 51.527Depreciation -33.800 -35.336Operating profit/(loss) (EBIT) 32.354 16.191Financial income 15.058 7.581Financial expenses -63.094 -37.619Profit before tax -15.682 -13.847Tax for the year -12.750 -4.327Result for the year -28.432 -18.174

It is Group policy to prepare the income statement based on an adapted classification of costs by type in order to show

EBITDA before special items.

The table below shows an extract of the income statement adapted to show by type:

Operating costs within gross profit include materials, tools, transport and subcontractors.

FairWind Group Annual Report 2023Page 66 Consolidated Financial Statements |

Operating Costs (cont.)

Bonus amount DKKm.

(2022)

0.2

Bonus amount DKKm.

(2023)

0.3

Notes

Note 5.

Executive Board and Board of Directors

Remuneration of the executive board and board of directors in the Group and in the parent company amounts for 2023 to DKK

6.723 thousand and for 2022 DKK 3.475 thousand.

For 2023 the split between Executive board and the Board of directors is listed above. For 2022 Executive management only

consists of one member and the remuneration of the executive management and the board of directors is disclosed collectively

with reference to §98b (3) of the Danish Financial Statements Act. In 2023 there has been a change in the Executive Board, and

therefore the §98b (3) can not be used.

Incentive Programs

Incentive plans comprise a short-term incentive plan based on yearly performance. The bonus amount was in 2023 DKKm 0,3

and in 2022 DKKm 0,2. For the 2023 results a reservation has been made amounting to DKKm 4,5.

The Group has a management investment program with certain managers of the Group. Under this agreement participating

managers can indirectly subscribe through the parent company for shares in the Group. The acquisition price for the shares is

the fair value.

In the consolidated financial statement of the Group, this arrangement has been classified as equity settled transaction because

the Group has not obligation to settle the transaction with the managers. However, since the amount is paid by the managers for

the subscription of the shares was the fair value, the award had no material fair value at grant date and therefore there were no

expense recognized in the consolidated statement of comprehensive income in the year during which shares were subscribed.

2023Executive board 5.273Board of directors 1.450Executive Board and Board of Directors 6.723

FairWind Group Annual Report 2023 Page 67 | Consolidated Financial Statements

If special items had not been grouped to special items they would have been included in the following line items:

Special Items

Notes

Note 6.

20232022Amortisation of customer contracts recognised in business combinations 0 7.352Closing of Russian entity 0 23.184Mandatory remuneration paid to Ukrainian technicians 269 3.170M&A 4.090 0Settlement of US 2021 incident insurance liability case 6.155 0Restructuring costs 10.770 0Settlement on Moroccan VAT liability 2.196 0Other 1.815 2.431Total 25.296 36.137

Operating costs 269 3.170Staff costs 9.179 0Other operating cost 14.919 25.615Depreciation 928 7.352Special items Total 25.296 36.137

FairWind Group Annual Report 2023Page 68 Consolidated Financial Statements |

Depreciation

Financial Income

Financial Expenses

Notes

Note 7.

Note 8.

Note 9.

20232022Depreciation of property, plant and equipment 25.953 21.456Depreciation of right-of-use assets 6.919 6.528Total 32.872 27.984

20232022Foreign exchange gains 10.725 6.761Other financial income 4.333 820Total 15.058 7.581

20232022Interest on debts and borrowings 60.860 33.151Foreign exchange losses 353 3.494Other interest expenses 1.881 974Total 63.094 37.619

FairWind Group Annual Report 2023 Page 69 | Consolidated Financial Statements

*Amount not recognized in the P&L because the amount is related to periods before acquisition of FairWind A/S, and covered by seller.

Tax for the Year

Notes

Note 10.

20232022Current tax for the year 15.681 12.534Changes in deferred tax -12.800 -8.207Changes in valuation of tax assets 14.147 0Other adjustments in Previous years tax -4.278 0Total taxes 12.750 4.327Tax calculated as 22% of profit/loss before tax -3.450 -3.046Impact from non-deductible expenses 9.624 4.627Paid withholding tax recognised as tax expense 0 3.244Changes in valuation of tax assets 14.147 0Other adjustments in Previous years tax -4.278 0Tax in foreign countries -1.201 -889Other differences, net -2.092 391Total taxes 12.750 4.327Effective tax rate for the year (%) -81% -31%Deferred tax beginning of the year -69 8138Deferred tax for the year recognised in the statement of profit or loss -12.800 -8.207Change in deferred tax, related to TP-case, not recognized in the P&L* -5.449 0Changes in valuation of tax assets 14.147 0Other adjustments in Previous years tax -4.278 0Deferred tax 31 December -8.449 -69Deferred tax is recognised in the statement of financial positions as follows:Deferred tax (assets) -16.772 -26.674Deferred tax (liabilities) 8.323 26.605Total -8.449 -69

There are non-recognized tax assets in Denmark for DKK 14.147 thousand related to tax losses to be carried forward. These are not lost over time, but have an

infinite lifespan.

FairWind Group Annual Report 2023Page 70 Consolidated Financial Statements |

Intangible Assets

Notes

Note 11.

Recognized Recognized 31. December 31. December 31. December in the income in the income 20222023Deferred tax concerns:2021statement 2022statement 2023Contract assets 1.607 -1.607 0 0 0Intangible assets 21.560 0 21.560 0 21.560Tangible assets other than contract assets -2.423 2.758 335 1.388 1.723Tax loss carried forward -13.114 -29.215 -42.329 14.612 -27.717Other, net 508 19.857 20.365 -24.381 -4.016Total 8.138 -8.207 -69 -8.381 -8.449

Goodwill Trade Name TotalCost at 1. January 2022 414.372 98.000 512.372Additions 0 0 0Cost at 31. December 2022 414.372 98.000 512.372Amortisation during the year 0 0 0Depreciations at 31. December 2022 0 0 0Carrying amount at 31. December 2022 414.372 98.000 512.372Cost at 1. January 2023 414.372 98.000 512.372Additions 0 0 0Cost at 31. December 2023 414.372 98.000 512.372Depreciations at 1. January 2023 0 0 0Amortisation during the year 0 0 0Depreciations at 31. December 2023 0 0 0Carrying amount at 31. December 2023 414.372 98.000 512.372

FairWind Group Annual Report 2023 Page 71 | Consolidated Financial Statements

Impairment Test

Notes

Note 12.

CGU splitGoodwill 2023 Tradename 2023Installation 310,8 73,5Service 103,6 24,5Total 414,4 98,0

Management has tested goodwill for impairment in each of the cash-generating units to which such assets have been allocated.

Management has identified the following cash-generating units:

Management is of the opinion that the lowest level of cash-generating unit to which the carrying amount of goodwill can be allocated is in

each CGU.

In 2023 the impairment test of goodwill showed no impairment.

Key Assumptions

For the purpose of impairment testing the recoverable amount was defined as the value in use. The impairment tests were based on

budget for 2024 approved by the Management and financial forecasts for the years 2025-2028 and a terminal period for the CGUs. Assump-

tions are based on historic trends as well as an internal market investigation.

Projections has been extrapolated with stable growth rates for the years, which is in accordance with the business strategy. These growth

rates are in line with external market predictions of the worldwide industry for Installation and Service of wind turbines.

The key assumptions are growth rates, pricing, development of new markets and gross margin. The Compound Annual Growth Rate (CAGR)

is anticipated to surpass 10%.

The applied pre-tax discount rates for the CGUs are 9.67% (2022: 10,46%) and the estimated average annual growth in revenue and terminal

growth is assumed at 5% (2022: 5%).

There have been made sensitivity calculations with terminal growth rate at 2%, which still showed no impairment.

FairWind Group Annual Report 2023Page 72 Consolidated Financial Statements |

Property, Plant and Equipment

Notes

Note 13.

Other fixtures and fittings, tools and equipmentCost at 1. January 2022 32.190Additions 31.341Disposals -5.821Exchange rate adjustment 324Cost at 31. December 2022 58.033Depreciation at 1. January 2022 -3.783Depreciations during the year -22.083Depreciations on disposals 4.375Exchange rate adjustments -426Depreciations at 31. December 2022 -21.917Carrying amount at 31. December 2022 36.117Cost at 1. January 2023 58.033Additions 32.160Disposals -6.450Exchange rate adjustment 2.211Cost at 31. December 2023 85.954Depreciation at 1. January 2023 -21.917Depreciations during the year -26.501Depreciations on disposals 4.550Exchange rate adjustments 541Depreciations at 31. December 2023 -43.327Carrying amount at 31. December 2023 42.627

FairWind Group Annual Report 2023 Page 73 | Consolidated Financial Statements

Leases

Notes

Note 14.

Offices Cars ITCost at 1. January 2022 9.929 2.681 93Additions 8.795 1.597 0Adjustments and revaluations 0 0 0Cost at 31. December 2022 18.724 4.278 93Depreciation at 1. January 2022 -877 -330 -13Depreciations during the year -4.681 -1.796 -51Depreciations at 31. December 2022 -5.558 -2.126 -64Carrying amount at 31. December 2022 13.165 2.152 29Cost at 1. January 2023 18.724 4.278 93Additions 4.369 2.677Adjustments and revaluations 2.353 -68 -93Cost at 31. December 2023 25.445 6.887 0Depreciation at 1. January 2023 -5.558 -2.126 -64Depreciations during the year -5.711 -1.316 64Depreciations at 31. December 2023 -11.269 -3.442 0Carrying amount at 31. December 2023 14.176 3.445 0

The maturity split of future payments are listed within note 22.

FairWind Group Annual Report 2023Page 74 Consolidated Financial Statements |

20232022Depreciation expense of right-to-use assets 7.027 6.528Interest expense on lease liabilities 353 370Expense relating to short-term leases (included in other external expenses) 3 -65Total amount recognised in the statement of profit or loss 7.383 6.833

Carrying amounts of lease liabilities and movements during the period:

The Group had total a cash outﬂow for leases of DKK 7.736 thousand (2022: DKK 6.662 thousand).

The Group leases offices and lease terms are negotiated on an individual basis and contain different terms and conditions

The following amounts have been recognized in the statement of profit or loss:

Leases (cont.)

Notes

Note 14.

Lease liabilities20232022At 1. January 16.151 11.555Additions 7.046 10.583Accrual of interest 353 370Payments -6.958 -6.292Adjustments 2.067 -65Lease liabilities at 31 December 18.658 16.151Non-current 12.279 9.850Current 6.379 6.300

FairWind Group Annual Report 2023 Page 75 | Consolidated Financial Statements

Acquisition

Notes

Note 15.

During 2023 FairWind has entered agreement with Wind

1000 Corporate Holding, S.L regarding (hereafter referred

to as “Wind1000”) the purchase of all shares. Established

in 2010, Spanish based Wind1000 has grown to become

a leading provider of onshore installation services across

Southern Europe and South America. The company has

installed more than 10GW wind turbines across the region

and is a leading supplier to some of the largest OEMs in

the world. Wind1000’s main business activity consists of

the provision of services in connection with the installation

of wind turbines, primarily in the jurisdictions of Spain,

Germany, Brazil, France, Chile, Mexico and Columbia.

The total purchase of the shares in Wind1000 will amount

to t.DKK 191,465 including future payments to earn-outs.

Meanwhile, transactional costs in 2023 have occurred for t.DKK

2,955, which are included in this year’s Profit & Loss.

The acquisition of Wind1000 will contribute with approxi-

mately 300 employees and a revenue in the range of 250 to

300 mDKK on Group level for 2024.

Purchase price allocation (PPA) is not calculated as the acquisi-

tion was not closed untill March 26th, 2024 and sufficient data

has not been available.

There has not been any contribution to the key financial

figures for the FairWind Group from Wind1000 in 2023.

FairWind Group Annual Report 2023Page 76 Consolidated Financial Statements |

NotesFairWind Group Annual Report 2023 Page 77 | Consolidated Financial Statements

In 2023, a total of t.DKK 7.892 (2022 = 7.127) of inventories was included in profit or loss as an expense. This

includes an amount of t.DKK 0 (2022 = 0) resulting from write-down of inventories.

Inventories

Trade Receivables

Notes

Note 16.

Note 17.

20232022Raw materials and consumables 2.474 3.215Write-down inventories 0 0Total at 31 December 2.474 3.215

20232022Trade receivables 222.884 233.269Write-downs 0 -19.883Total 222.884 213.386

Trade receivables per 2021 amounts to 206.878 t.DKK.

Management have assets that there is limited risk of loss on trade receivables in connection with the Group’s receivable from sales activities. The limited

risk is due to a few customers only with a high credit rating. The Group’s trade receivables are amounts due from customers for services performed in

the ordinary course of business. Trade receivables are all classified as current and nothing is due past one year. Trade receivables are recognized initially

at the amount of consideration that is unconditional, and are recognized as services delivered are invoiced to the customer and are not adjusted for any

financing components as credit terms are short, and the financing component therefore insignificant.

Write-downs in 2022 are related to a project in Russia where our customer is not able to receive payment from the end-client and thus the Group has

assessed that the receivable is impaired. This fact does not affect the Group's general assessment of credit losses as the write-down is purely related to

the geopolitical situation in Russia.

As the Group only deals with a few large customer in the same industry significantly concentration risk exists.

FairWind Group Annual Report 2023Page 78 Consolidated Financial Statements |

Contract Balances

Notes

Note 18.

20232022Selling price of contract assets 635.555 903.456Prepayments from customers -561.750 -758.700Total contrat balance 73.805 144.756Recognised as follows:Contract assets 88.283 156.103Contract liabilities -14.479 -11.347Total contrat balance 73.805 144.756Prepayments from customers regarding construction contracts 2.877 166not yet started

Contract Balances per 2021 amounts to 102.676 t.DKK.

All contract liabilities included in 2022 (DKK -11.347 thousand) has been recognized as revenue in 2023.

All contracts are for periods of one year or less. As permitted under IFRS 15, the transaction price allocation allocated to these projects is not disclosed.

Construction Contracts (assets/liabilities)

Contract assets comprise the selling price of work performed where the Group have transferred the installation, service or transport to the customers

before the customer pays consideration or before payment is due, excluding any amounts presented as a receivable. The Group have assessed each

contract asset for impairment in accordance with IFRS 9. The risk on contract balances is limited due to a few customers only with a high credit rating.

Contract liabilities comprise agreed, unconditional payments received on account for work yet to be performed. During 2023, the majority of the

contract liability has been recognized during the year as revenue. Payment is typically due at the time of final delivery of each milestone achievement.

FairWind Group Annual Report 2023 Page 79 | Consolidated Financial Statements

Working Capital Changes

Share Capital

Notes

Note 19.

Note 20.

20232022Change in receivables and prepayments 50.716 -48.310Change in trade payables and other debt etc. 33.314 -51.946Exchange rates adjustments 11.220 8.752Total Working Capital Change 95.250 -91.504

20232022Issued and fully paid-up shares:At 1. January 400 400Share capital at 31. December 400 400

FairWind Group Annual Report 2023Page 80 Consolidated Financial Statements |

Fee to auditors appointed at the

annual general meeting

Notes

Note 21.

20232022Statutory audit 956 714Tax and VAT advisory services 1.683 71Other services 1.463 1.611Total 4.101 2.396

FairWind Group Annual Report 2023 Page 81 | Consolidated Financial Statements

20232022Non-current borrowings 413.976 367.399Current borrowings 154.371 156.057Total 568.346 523.456Average in-terest rateCarrying Interest-bearing Liabilities overview 2022 Currency Interest rateamountIssued Bonds EUR Floating 6,25% 361.099Payable to Group Entities DKK Fixed 8,00% 0Bank borrowings DKK Floating 3,00% 146.206Commitments on leasing agreements DKK Fixed 2,00% 16.151Total as of 31. December 2022 523.456Net debt Non cash Net debt Change in interest-bearing bank borrowings and issued bonds:1/1 2022 Cash flowsflows31/12 2022Issued Bonds 360.252 0 847 361.099Bank borrowings 35.234 110.972 0 146.206Commitments on leasing agreements 11.555 -6.662 11.258 16.151Total as of 31. December 2022 407.041 104.310 12.105 523.456

Interest-bearing Liabilities

Notes

Note 22.

FairWind Group Annual Report 2023Page 82 Consolidated Financial Statements |

Average in-Carrying Interest-bearing Liabilities overview 2023 Currency Interest rateterest rateamountIssued Bonds EUR Floating 10,20% 399.688Payable to Group Entities DKK Fixed 8,00% 0Bank borrowings DKK Floating 6,80% 147.992Commitments on leasing agreements DKK Fixed 2,00% 20.667Total as of 31. December 2023 568.346Net debt Net debt Non cash 31/12 2023Change in interest-bearing bank borrowings and issued bonds:1/1 2023 Cash flowsflowsIssued Bonds 361.099 37.265 1324 399.688Bank borrowings 146.206 1.786 0 147.992Commitments on leasing agreements 16.151 -7.310 11.826 20.667Total as of 31. December 2023 523.456 31.740 13.150 568.346

Interest-bearing Liabilities (cont.)

Notes

Note 22.

The Group had non-cash additions to right-of-use assets and lease liabilities in 2023 of DKK 11.826 thousand (2022: DKK 11.258

thousand).

FairWind Group Annual Report 2023 Page 83 | Consolidated Financial Statements

Financial Risks

Notes

Note 23.

Capital Management

The Group manages its capital to ensure

that it will be able to continue as going

concern while maximizing the return to

shareholders through the optimization

of the debt and equity balances. The

capital structure of the Group consists

of net debt and equity. Management

reviews the capital structure continually

to consider if the current capital structure

is in accordance with the Group’s and

shareholders’ interests.

Financial Risk Management

Due to the nature of its operations,

investments, and financing, the Group

is exposed to a number of financial risks.

It is Group policy to operate with a low

risk profile, so that interest rate risk and

credit risk only occur in commercial

relationships. The scope and nature of

the Group’s financial instruments appear

from the statement of profit or loss

and statement of financial position in

accordance with the accounting policies

applied.

Provided below is information about

factors that may influence amounts,

time of payment, or reliability of future

payments, where such information is not

provided directly in the financial state-

ments. This note addresses only financial

risks directly related to the Group’s

financial instruments.

Credit Risk

Credit risk is the risk of a counterpart

not meeting its obligations under

a financial instrument or customer

contracts, causing a financial loss. The

Group is exposed to credit risk from

its operating activities, primarily trade

receivables and contract assets. The

Group tightly monitors and limit risks

and losses on receivables and have

established procedures for such. It is the

Group’s assessment that the exposure

to credit risk is not significant dealing

mainly with a few very large customers

which shows high credit rating. Write-

downs in 2022 are related to a project in

Russia where our customer is not able

to receive payment from the end-client

and thus the Group has assessed that the

receivable is impaired. Impairment of

receivables amounted to nil in 2023 and

in 2022. The Group's general assessment

of credit risks is not affected by this, as

the write-down is purely related to the

geo-political situation in Russia.

Liquidity Risk

FairWind Group receive majority of

the payments based on milestone

achievements. Accordingly, the Group

needs sufficient credit facilities to fund

work in progress. The Group continues

monitoring the need of liquidity. At

31 December 2023, the Group has an

undrawn credit facility of DKK 181 million

(2022: DKK 52 million) to ensure that the

Group is able to meet its obligations. In

2023 FairWind Group have issued more

bonds to a value of DKK 38 million, which

are included in our cash. Management

considers the credit facilities to be

sufficient for the next 12 months.

The table below summarizes the maturity

profile of the Group’s financial liabilities

based on contractual undiscounted

payments which include estimated

interest payments. Floating interest

payments on bank borrowings have been

determined applying a forward curve

on the underlying interest rate at the

reporting date.

FairWind Group Annual Report 2023Page 84 Consolidated Financial Statements |

Financial Risks (cont.)

Notes

Note 23.

Interest Rate Risk

Interest rate risk arises in relation to interest-bearing assets and liabilities. The Group’s interest-bearing debt to credit institutions of DKK 147.992 thou-

sand (2022: 146.206 thousand) and to Bond obligations of DKK 399.688 thousand (2022: 361.099 thousand) at 31 December 2023. The bond obligations

is subject to a floating rate of interest based on EURIBOR (3 months) and a fixed reference rate at 6,25%, which amounts to 10,20% and the credit

institutions is subject of interest based on CIBOR (3 months) at 3,80% and a reference rate at 3,0%, which amounts to 6,80%.

If market interest rates increased by one percentage point, the interest rate sensitivity as calculated based on the loan balance to credit institutions

at year-end 2023 would lead to a yearly increase in interest expenses of DKK 5.477 thousand. A corresponding decrease in market interest rates would

lead to a yearly decrease in interest expenses of DKK 5.477 thousand.

Less than 3 3 to 12 Carrying TotalYEAR ENDED 31. DECEMBER 2022monthsmonths 1 to 5 years > 5 yearsamountInterest-bearing loans and borrowings 17.134 51.401 621.156 0 689.691 507.305Lease liabilities 1.698 5.093 11.682 0 18.473 16.151Other payables 13.762 41.285 0 0 55.047 55.047Trade payables 136.188 0 0 0 136.188 136.188Total non-derivative financial liabilities 168.782 97.779 632.838 0 899.399 714.691YEAR ENDED 31. DECEMBER 2023Interest-bearing loans and borrowings 23.808 71.423 670.188 0 765.419 547.680Lease liabilities 1.604 4.775 12.279 0 18.658 18.658Other payables 15.924 47.771 0 0 63.694 63.694Trade payables 95.345 0 0 0 95.345 130.873Total non-derivative financial liabilities 136.680 123.969 682.467 0 943.116 760.904

FairWind Group Annual Report 2023 Page 85 | Consolidated Financial Statements

Financial Risks (cont.)

Notes

Note 23.

CATEGORIES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES MEASURED AT 2023AMORTISED COST2022Deposits 3.550 2.245Receivables 222.884 213.386Cash 128.545 48.533Financial assets at amortised costs 354.979 264.164Interest-bearing loan, non-current -399.688 -361.099Interest-bearing liabilities, current -147.992 -146.206Lease Liabilities -18.658 -16.151Trade Payables -130.873 -136.188Other Payables -63.694 -28.197Financial liabilities ay amortised costs -760.904 -687.840

Since the Group’s financial instruments measured at amortized cost are either short-term and/or exposed to floating interest rates, Management has

assessed that the carrying amount is a reasonable approximation of fair value except for the issued bonds listed on Nasdaq Stockholm. The total fair Value of

issued bonds amounts to DKK 404.289 thousand (2022: DKK 349.976 thousand) based on the market Value.

Currency Risk

The Group has activities in a variety of countries around the world. Some countries have volatile currencies, which expose the Group to currency risks due to

increase or decrease in local currencies compared to DKK. The Group attempts to minimize the risk by creating natural hedges between the currency of the

revenue and the currencies of the underlying cost and of the remaining values we generally target contracts in EUR or DKK which reduces the currency risk.

In general the currency development has been favourable in 2023 but is considered to be immaterial in general. However, due to the above the exchange

rates adjustments amounts to DKK 10,372 thousand (2022: 3,142 thousand).

The Group's exposure to foreign currency at the end of the reporting period for material currencies are showed in the table below.

Exposure to foreign currency riskLocal Currency ‘000 EUR PLN USD UAHCash and current Interest-bearing liabilities 11.863 -57.477 1.077 166.596Non current Interest-bearing liabilities -53.629 0 0 0

A change in currency rate of +/- 10% for UAH (Ukrainian hryvnia) or PLN (Polish zloty) per 31. December 2023, would effect the Income Statement in Financial

Income/Expenses with +/- DKK 2.954 thousand for UAH and +/- DKK 9.871 thousand for PLN.

FairWind Group Annual Report 2023Page 86 Consolidated Financial Statements |

Guarantees, Contingent Liabilities and Collateral

Notes

Note 24.

Contingent Liabilities

The Parent Company participates in a Danish joint taxation arrangement where Force Holdco A/S serves as the administration company.

According to the joint taxation provisions of the Danish Corporation Tax Act, the Parent Company is therefore liable for income taxes etc. for the

jointly taxed entities, and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities.

The jointly taxed entities’ total known net liability under the joint taxation arrangement is disclosed in the administration company’s financial

statements.

Collateral

The Group has issued a letter of indemnity with a corporate mortgage of nominal DKK 95,000 thousand as security for the interest-bearing

liability with the bank. The indemnity letter covers trade receivables, which carrying amount, per 31 December 2023 is DKK 222.884 thousand.

FairWind Group Annual Report 2023 Page 87 | Consolidated Financial Statements

Related Parties

Notes

Note 25.

20232022Payables to parent company 0 150Total 0 150

Other Related Parties

Other related parties of Force Bidco A/S with a significant influence comprise the Board of Directors and the

Executive Board and their related parties. Remuneration is disclosed in note 5. There were no other related

parties identified.

Related Party Transactions

Shareholders Registered office Basis of influence Force Holdco A/S Denmark 100 %

The immediate parent company is Force Holdco A/S; the ultimate parent company is TFF (TSM II) Limited.

FairWind Group Annual Report 2023Page 88 Consolidated Financial Statements |

NameCountry Ownership %Force Bidco A/S Denmark 100FairWind A/S Denmark 100FairWind GmbH Germany 100FairWind Ukraine ApS Denmark 100FairWind Offshore ApS Denmark 100FairWind Installation Ltd. United Kingdom 100FairWind Installation Ltd. South Africa 100FairWind Sp. Z.o.o Poland 100FairWind Poland Sp. Z.o.o Poland 100Wind Service Sweden AB Sweden 100Sweden Wind Service AB Sweden 100FairWind Finland Oy Finland 100FairWind Rüzgar Enerji Turkey 100Hizmetteri Anonim SikertiGeos Construction LLC Ukraine 100FairWind Ukraine LLC Ukraine 100

NameCountry Ownership %FairWind Inc. United States 100FairWind Canada Inc. Canada 100FairWind Holland B.V. Holland 100European Wind Academy Poland 100Sp. Z.o.oWhite Strit LLC Kazakhstan 100FairWind Installation SLU Spain 100FairWind Argentina S.A.U. Argentina 100FairWind AUS PLY Ltd. Australia 100FairWind Logistics Sp. Z.o.o Poland 100Vestwind A/S Denmark 100FairWind Installation Morocco 100Morocco SARLFairWind Chile SPA Chile 100

Legal Entities

Notes

Note 26.

FairWind Group Annual Report 2023 Page 89 | Consolidated Financial Statements

Events after the Reporting Period

Notes

Note 27.

From the statement of financial position date and until today, the acquisition of Wind1000 is completed per 26th

of March 2024. See note 15 for further information.

No further matters, which would influence the evaluation of the Annual Report has occurred.

FairWind Group Annual Report 2023Page 90 Consolidated Financial Statements |

Parent

Company

Financial

Statements

Page 91Parent Company Financial StatementsAnnual Report 2023FairWind Group

Income

Statement

Statement of

Comprehensive

Income

Parent profit & Loss

DKK

2023

2022

Note 1/1 to 31/12 1/1 to 31/12

Revenue 3 9.484 2.312

Administrative costs 4 -12.539 -4.893

Operating profit/loss before depreciation and amortisation (EBITDA) -3.055 -2.581

Income/loss from investments in subsidiaries 7 8.398 880

Financial Income 5 4.596 7.173

Financial expenses 5 -41.694 -26.633

Profit before tax -31.756 -21.161

Tax for the year 6 3.324 2.987

Total comprehensive income for the year -28.432 -18.174

Attributable to:

Shareholders of Force Bidco A/S -28.432 -18.174

DKK’000

2023

2022

Result for the year -28.432 -18.174

Other comprehensive income

Other comprehensive income to be reclassified to profit or loss in subsequent periods:

Exchange differences on translation of foreing operations -7.549 -3.142

Total comprehensive income/loss -35.981 -21.316

Attributable to:

Shareholders of Force Bidco A/S -35.981 -21.316

FairWind Group Annual Report 2023Page 92 Parent Company Financial Statements |

Assets

Parent Balance

DKK

Note

31/12-2023

31/12-2022

Investment in subsidiaries 7 608.536 607.687

Receivables from group entities 46.478 76.758

Deferred tax 6 8.852 5.528

Total non-current assets 663.866 689.973

Cash 35.068 529

Other receivables 120 0

Total current assets 35.188 529

Total Assets 699.054 690.502

FairWind Group Annual Report 2023 Page 93 | Parent Company Financial Statements

Parent Balance

Equity and

Liabilities

DKK

Note

2023

2022

Share Capital 9 400 400

Share premium 366.000 366.000

Retained earnings -81.133 -45.152

Total equity 285.267 321.248

Interest-bearing liabilities 10 399.688 361.099

Total non-current liabilities 399.688 361.099

Trade payables 0 399

Other payables 14.099 7.756

Total current liabilities 14.099 8.155

Total liabilities 413.787 369.254

Total equity and liabilities 699.054 690.502

FairWind Group Annual Report 2023Page 94 Parent Company Financial Statements |

Statement

of Changes

in Equity

Parent changes in equity

DKK

Share capital

Share premi-

Retained

earnings Total

Balance at 1. January 2022

400 366.000 -23.836 342.564

Total comprehensive income

Net profit/(loss) for the period 0 0 -18.174 -18.174

Adjustment of investments through foreign exchange adjust-

ments

0 0 -3.142 -3.142

Total comprehensive income for the year 0 0 -21.316 -21.316

Transactions with owners

Initial capital increse 0 0 0 0

Capital increase, 2022 0 0 0 0

Total transactions with owners 0 0 0 0

Balance at 31. December 2022 400 366.000 -45.152 321.248

Balance at 1. January 2023

400 366.000 -45.152 321.248

Total comprehensive income

Net profit/(loss) for the period 0 0 -28.432 -28.432

Adjustment of investments through foreign exchange adjust-

ments

0 0 -7.549 -7.549

Total comprehensive income for the year 0 0 -35.981 -35.981

Transactions with owners

Initial capital increase 0 0 0 0

Capital increase, 2023 0 0 0 0

Total transactions with owners 0 0 0 0

Balance at 31. December 2023 400 366.000 -81.133 285.267

FairWind Group Annual Report 2023 Page 95 | Parent Company Financial Statements

Parent Cashflow statement

Cashflow

Statement

Note

1/1 to 31/12

Operating profit/loss -3.055 -2.581

Change in working capital 8 5.824 -16.937

Financial income received 4.596 7.173

Financial expenses paid -41.190 -25.786

Cash flow from operating activities -33.825 -38.131

Receivables from group entities 30.280 20.754

Cash flow from investing activities 30.280 20.754

Proceeds from long-term liabilities 10 38.084 0

Cash flow from overdraft facilities 0 -1

Cash flow from financing activities 38.084 -1

Change in cash and cash equivalents 34.539 -17.378

Opening cash and cash equivalance 529 17.907

Change in cash and cash equivalance for the year 34.539 -17.378

Cash 31 December 35.068 529

DKK

FairWind Group Annual Report 2023Page 96 Parent Company Financial Statements |

Parent notes

Accounting Policies

Significant Accounting Judgements, Estimates and Assumptions

Revenue

Administrative Costs

Financial Income and Expenses

Tax for the Year

Investments in Subsidiaries

Working Capital Changes

Share Capital

Interest-bearing Liabilites

Financial Risks

Guarantees, Contingent Liabilities and Collateral

Related Parties

Legal Entities

Events after the Reporting Period

Notes

FairWind Group Annual Report 2023 Page 97 | Parent Company Financial Statements

Parent notes

Note 1.

Note 2.

Significant Accounting Judgements,

Estimates and Assumptions

The separate Parent Company Financial Statements have been incorpo-

rated in the Annual Report because a separate set of financial state-

ments is required for the Parent Company under DFSA requirements for

annual reports of reporting class B enterprises. The Company is required

to apply the requirements for reporting class B enterprises, cf. the

Danish Executive Order on Adoption of IFRSs (“IFRS bekendtgørelsen”)

issued in accordance with the Danish Financial Statements Act (“DFSA”).

The Financial Statement for the Parent Company is in accordance with

IFRS. Therefore the accounting principles is the same as the one applied

in the consolidated financial statement except from the items below.

Investments in subsidiaries

A proportionate share of the underlying entities’ profit/ loss after tax is

recognized in the income statement according to the equity method.

Shares of profit/ loss after tax in subsidiaries are presented as separate

line items in the income statement.

Receivables from group entities and other receivables

Receivables from group entities and other receivables are measured at

amortized cost less allowance for expected credit losses.

To measure the expected credit losses, credit risk for trade receivables

has been based on an individual assessment. Trade receivables are

written off when all possible options have been exhausted and there is

no reasonable expectation of recovery.

For the significant accounting judgements, estimates and assumptions,

please refer to note 3 to the consolidated financial statements on

accounting policies.

Summary of Significant Accounting Policies

FairWind Group Annual Report 2023Page 98 Parent Company Financial Statements |

Parent notes

Note 4.

Administrative Costs

SALARIES

(1/1 to 31/12)

Wages and salaries 8.489 2.254

Pensions 532 375

Other social security costs 11 5

Other staff costs 0 61

Total 9.032 2.695

Average numbers of employees during the year 2 1

Administative costs (1/1 to 31/12) (1/1 to 31/12)

Subscriptions 274 242

Consultancy 2.243 812

Audit 997 1.021

Miscellaneous -7 123

Total 3.507 2.198

Total Administrative Cost 12.539 4.893

(1/1 to 31/12)

Management fee 9.484 2.312

Total 9.484 2.312

Note 3.

Revenue

FairWind Group Annual Report 2023 Page 99 | Parent Company Financial Statements

Parent notes

Note 5.

(1/1 to 31/12)

Interest receivables, group entities 3.615 6.094

Interest - bank deposits etc. 22 1

Foreign exchange gains - bonds etc. 958 1.078

Total income 4.596 7.173

Interest on debts and borrowings 35.856 24.712

Foreign exchange losses and other adjustments 1.862 1.068

Other interest expenses 3.976 853

Total expenses 41.694 26.633

Financial Income and Expenses

FairWind Group Annual Report 2023Page 100 Parent Company Financial Statements |

Parent notes

Note 6. Tax for the year

(1/1 to 31/12)

Current tax for the year income 0 0

Changes in deferred tax -3.324 -2.987

-3.324 -2.987

Tax calculated as 22% of profit/loss before tax -6.986 -4.655

Income/loss from investments in subsidiaries -1.847 -194

Inpact from non-deductible expenses 5.510 1.862

Effective tax -3.324 -2.987

Tax rate for the year (%) 10% 14%

Deferred tax liabilities, net

Deferred tax 1 January 5.528 2.541

Deferred tax for the year recognised in the Statement of profit or loss 3.324 2.987

Defed tax 31 December 8.852 5.528

Deferred tax is recognised in the statement of financial position as follows:

Deferred tax (asset) from tax loss carry forward 8.852 5.528

Deferred tax (liability) 0 0

Total 8.852 5.528

FairWind Group Annual Report 2023 Page 101 | Parent Company Financial Statements

Parent notes

Note 7.

Note 8.

Investments in subsidiaries

Working capital changes

(1/1 to 31/12)

Costs at the beginning of the year 595.396 595.396

Additions 0

Costs at 31 December 595.396 595.396

Value adjustment at the beginning of the year 12.291 14.553

Foreign exchange adjustments -7.549 -3.142

Profit/loss for the year 22.545 880

Value adjustment at 31 December 27.287 12.291

Carrying amount at 31 December 622.683 607.687

(1/1 to 31/12)

Change in receivables and prepayments -120 99

Change in trade payables and other debts etc. 5.944 -17.036

Total 5.824 -16.937

FairWind Group Annual Report 2023Page 102 Parent Company Financial Statements |

Parent notes

Note 9.

Note 10.

Share Capital

Interest-bearing liabilites

The share capital consist of 400.000 shares of DKK 1 each, corresponding to a share capital of 400.000 DKK.

No shares carry special rights.

31/12-2023

31/12-2022

Long-term debt is due as follows:

0-1 year 0

1-3 year 0

3-5 year 409.977 371.893

> 5 year 0

Amortized loan cost -10.289 -10.794

Total 399.688 361.099

Liabilities at 1. January 361.099 360.252

Bond issued 38.084 0

Amortized loan cost 505 847

Liabilities at 31. December 399.688 361.099

FairWind Group Annual Report 2023 Page 103 | Parent Company Financial Statements

Note 11.

Note 12.

Financial, liquidity and currency risks

Guarantees, contingent liabilities and collateral

Parent notes

Contingent Liabilities

The Parent Company participates in a Danish joint taxation arrangement where Force Holdco A/S serves as the

administration company.

According to the joint taxation provisions ofthe Danish Corporation Tax Act, the Entity is therefore liable for

income taxes etc. for the jointly taxed entities, and also for obligations, if any, relating to the withholding of tax

on interest, royalties and dividends for the jointlytaxed entities. The jointly taxed entities' total known net liability

under the joint taxation arrangement isdisclosed in the administration company's financial statements.

Collateral

The group companies have given negative pledge in the entity's assets.

The financial risks and financial instruments of Force Bidco A/S relate to the bond loan of 55 MEUR as described

in note 23 to the consolidated financial statements.

Please refer to this note for further information on financial instruments and risk elements.

Furthermore the parent company has both financial risk and liquidity risk related to receivables from group

enterprises and the ability for group companies to repay as needed for the parent company to meet its obliga-

tions. Management sees this risk as insignificant.

FairWind Group Annual Report 2023Page 104 Parent Company Financial Statements |

Note 13.

Note 14.

Note 15.

Related parties

Legal entities

Events after the reporting period

Parent notes

For legal entities please refer note 26 in the consolidated financial statements.

For events after the reporting period please refer note 27 in the consolidated financial statements.

31/12-2023

31/12-2022

Related Party Capital Loan Capital (Subsidiary) -46.478 -76.758

Related party loan capital, interest (Subsidiary) -3.615 -6.094

Related Party Payables (Parent) 0 0

FairWind Group Annual Report 2023 Page 105 | Parent Company Financial Statements

Parent notes

Management Review (cont.) - EU-Taxonomy Reporting

2023

Appendix 1

FairWind Group Annual Report 2023Page 106 FairWind Group Annual Report 2023Page 106

Parent notes

Economic Activity Assessment unit in Taxonomy methodology

Company Non-financial undertaking

NACE European Classification of Economic Activities

Substantial Contribution Positive impact on the environment

DNSH Do No Significant Harm

Minimum safeguard Minimum social guideline

KPI Key Performance Indicators

CapEx Capital Expenditure

OpEx Operational Expenditure

Taxonomy Definitions

FairWind Group Annual Report 2022 Page 107FairWind Group Annual Report 2023 Page 107

About Taxonomy

The EU Taxonomy is a European sustainability classification

framework. It enables companies to communicate to stake-

holders which of their business activities have the potential to

be considered environmentally sustainable economic activities

(i.e. are Taxonomy eligible) and report to which extent eligible

activities fulfil EU requirements to be considered sustainable (i.e.

are Taxonomy aligned). For each relevant business activity, the

company has to disclose how much of its Turnover, Operating

Expenditures (OpEx) and Capital Expenditures (CapEx) can be

considered eligible and aligned, respectively. FairWind supports

the EU Taxonomy regulation as an important step towards a

sustainable transformation of the economic system to support a

sustainable future.

Like in previous years, To report on the EU Taxonomy, FairWind

has identified and determined which economic activities

are eligible and aligned under the Taxonomy definition and

subsequently allocated financial numbers to

those activities. This work has been carried out with reference to

the criteria set out in the EU taxonomy

regulation (Article 3 of the Taxonomy Regulation (EU) 2020/852,

delegated regulation (EU) 2021/2139 on climate change miti-

gation and adaptation, delegated regulation (EU) 2021/2178

supplementing Article 8 of the Taxonomy Regulation, the

delegated regulation (EU) of 27.6.2023 amending delegated

regulation (EU) 2021/2139 on climate mitigation and adaptation

and the delegated regulation (EU) of 27.6.2023 supplementing

Regulation 2020/852 (EU) by establishing the technical screening

criteria relating to water and marine resources, the transition to

a circular economy, pollution prevention and control, and to the

protection and restoration of biodiversity and ecosystems).

FairWind Group Annual Report 2023Page 108 Appendix | Management Review (cont.)

Step 2

Assessment of Eligibility

Step 1

Screening of Activities

The Process for Taxonomy Assessment

To identify and address the sum of taxonomy eligible and taxonomy aligned activities, FairWind has taken a four-step approach towards the taxonomy

reporting of economic activities set by the Taxonomy Regulation.

The first step in determining the impact of FairWind’s economic activities on the environment was to screen and

identify which economic activities, as outlined in the Climate Delegated Act (Commission Delegated Regulation (EU)

2021/2139), the Complementary Climate Delegated Act (Commission Delegated Regulation (EU) 2022/1214), the Envi-

ronmental Delegated Act (Commission Delegated Regulation (EU) 2023/2486), and the amendments to the Climate

Delegated Act (Commission Delegated Regulation (EU) 2023/2485) supplementing the EU Taxonomy Regulation (EU

2020/852), contribute substantially to at least one environmental objective.

FairWind’s key economic activities were mapped with NACE codes to identify which economic activities it covers, to

quickly determine whether the specific business activity is considered sustainable under EU guidelines. Furthermore

all economic activities were mapped against the objectives to establish their proportionate contribution. By doing

so, it was possible to gain insight into the specific economic activities that have the most significant impact on the

environment and identify areas where improvements can be made. The screening included assessing potential

revenue, CapEx and OpEx related to the economic activities.

For the identified relevant activities, each individual technical screening criteria, defined in the delegated act in

Annex 1 and Annex 2, was assessed, to see if the economic activity meets the EU Taxonomy criteria, and classify

whether it is an enabling or transitional activity. If the technical screening criteria is complied, the assessment

process moved on.

FairWind Group Annual Report 2023 Page 109Management Review (cont.) | Appendix

Step 4

Assessment of Minimum Social Safeguards

The Process for Taxonomy Assessment (cont.)

Step

Assessment of Alignment

To ensure that the identified activity does not cause significant harm to any of the other five environmental objec-

tives, the third step was to evaluate it against the DNSH criteria as defined in the delegated act annex 1 and 2. This

involved addressing each DNSH criteria for the activity to determine whether it complies with them, thus deter-

mining whether the activity does no significant harm to any of the other five environmental objectives.

The last step in the alignment process was to assess whether FairWind complies with the minimum social safe-

guards stated in article 18 in the Regulation (EU) 2020/852. To document whether FairWind complies with the EU

minimum safeguards, the following four core topics have been assessed:

• Human and labor rights

• Bribery and corruption

• Taxation

• Fair competition

By describing and documenting existing processes to manage environmental and social risks, we ensure a compa-

ny-wide compliance approach and get a clear overview of which processes are central to ensure taxonomy align-

ment.

The assessment of eligibility, alignment and calculating the Taxnomy KPI’s was carried out during workshops with

the representatives from the sustainability team, finance, and external experts.

FairWind Group Annual Report 2023Page 110 Appendix | Management Review (cont.)

Revenue

In 2023, FairWind has identified the following two activities in the

Climate Delegated Act as eligible.

The primary activity generating revenue in FairWind is installation,

maintenance, and repair of wind turbines. With a global presence,

FairWind collaborates with over 1500 technicians across more than 40

countries to provide one-stop solutions for onshore and offshore wind

turbine installation and service. This encompasses all sub-activities

within the project sales and service contracts, including renting

materials, transportation of employees and materials, accommoda-

tion, and stand-by service. We consider these sub-activities essential

components of our deliverable, justifying their inclusion under the

main activity of wind turbine installation and service.

For FairWind, servicing windmills primarily contributes to the first

objective: climate change mitigation, by maintaining the efficiency

and operational capability of renewable energy sources. The technical

screening criteria for wind energy under the EU Taxonomy specify the

requirements for the manufacture, development, and operation of

wind turbines. While the taxonomy indeed focuses on the construc-

tion and direct operation of new or existing wind energy facilities,

servicing and maintenance play critical roles in ensuring these

facilities continue to operate efficiently and thus help in mitigating

climate change. If service is not performed, then windmill is not

service. Servicing ensure that turbines meet or exceed their expected

energy output and safety standards.

Wind turbine installation and service contributes to both climate

change mitigation and climate change adaptation, as it is a part

of CCM 7.6 and CCA 7.6: Installation, maintenance, and repair of

renewable energy technologies. As the economic activity falls under

both categories in the EU taxonomy, the determination of whether

it should be classified under climate change mitigation or climate

change adaptation —or both—depends on the specific outcomes and

intentions of that activity. FairWind's activities are classified under the

climate change mitigation as the activities contribute directly to the

reduction or avoidance of greenhouse gas emissions.

Providing education for internal and external technicians are

secondary activities that support FairWind’s overall business activity.

This activity contributes to CCA 11: Education. While it is also covered

by the taxonomy, their proportion of total activities is insignificant and

therefore included in the calculations as eligibility, but not aligned.

The scope and the two economic activities are the same activities as

reported in the taxonomy report for 2022. No new economic activities

haves been identified in the Environmental Delegated Act for Fair-

Wind in 2023.

Taxonomy Eligibility

The EU Taxonomy regulation is maturing and evolving, leading to ongoing interpretation in reporting within the taxonomy. FairWind's taxonomy eligibility

specifies the proportion of FairWind's economic activities related to the delegated acts on climate change adaptation and climate change mitigation, including

the Commission Delegated Regulation (EU) 2021/2139, the Complementary Climate Delegated Act (Commission Delegated Regulation (EU) 2022/1214), the

Environmental Delegated Act (Commission Delegated Regulation (EU) 2023/2486), and the amendments to the Climate Delegated Act (Commission Delegated

Regulation (EU) 2023/2485), supplementing the EU Taxonomy Regulation (EU 2020/852).

FairWind Group Annual Report 2023 Page 111Management Review (cont.) | Appendix

FairWind's identified economic activities related to the

CapEx KPI were determined based on the following

categories defined in the EU Taxonomy (supplement to

Regulation (EU) 2020/852, Annex I, 1.1.2.2):

a) Capital expenditure related to assets or processes

associated with taxonomy-aligned economic activities;

b) A part of a capital expenditure plan that aims to

expand taxonomy-aligned activities;

c) Capital expenditure related to the acquisition of

production from taxonomy-aligned economic activities

and individual measures that enable the target activities

to become low-carbon or reduce greenhouse gas

emissions.

FairWind's CapEx are all classified as category (a).

FairWind has no CapEx that is part of a plan to expand

Taxonomy-eligible economic activities or enable

Taxonomy-eligible activities to be Taxonomy-aligned,

and has no CapEx classified under category (b), and no

CapEX related to (c) the acquisition of production from

taxonomy-aligned economic activities.

FairWind's CapEx consists of additions in tools and

equipment, assets related to CCM 7.6, Investments in

training courses, assets related to CCA 11, and leased cars,

which are assets related to CCM 6.5. While the taxonomy

also covers the activities in CCM 6.5 and CCA 11, their

proportion of total activities is insignificant and therefore

included in the calculations as eligibility, but not aligned.

FairWind continues to report on the same three

economic activities (CCM 7.6, CCM 6.5 and CCA 11) for

CapEx as in 2022.

CapEx

FairWind Group Annual Report 2023Page 112 Appendix | Management Review (cont.)

FairWind has identified its economic activities related

to the OpeX KPI associated with the Taxonomy-aligned

economic activities as defined in Annex I, 1.1.3.2. of

Regulation (EU) 2020/852.

The operating expenses that are directly related to the

daily maintenance of assets classified as property, plant,

and equipment and necessary for ensuring FairWind's

functioning, as defined in Annex I, 1.1.3.1. of Regulation

(EU) 2020/852. This includes direct non-capitalized costs

such as building renovation measures, short-term lease,

maintenance, and repair.

FairWind's OpEx are mainly related to tools and safety

equipment that are necessary for the installation, repair

and maintenance of wind turbines and eligible as a part

of CCM 7.6.

Other operating costs covered by the taxonomy are

related to short term leasing of cars, as a secondary

activity that support FairWind's overall business

activity, and a part of CCM: 6.5 Transport by motorbikes,

passenger cars and light commercial vehicles. While the

supporting activity is also covered by the taxonomy, their

proportion of total activities is insignificant and therefore

included in the calculations as eligibility, but not aligned.

FairWind continues to report on the same two economic

activities (CCM 7.6 and CCM 6.5) for OpEx as in 2022.

The assessed economic activities, their substantial

contribution criteria for the eligible activities, and

mapping to revenue, capex and opex are addressed and

listed in the figure below.

OpEx

FairWind Group Annual Report 2023 Page 113Management Review (cont.) | Appendix

EU taxonomy activity Activity description Revenue

CapEx

OpEx

Substantial contribution criteria

Climate change mitigation

7.6 Installation, maintenance and re-

pair of renewable energy technologies

Provision of services for installing, remote

monitoring, preventive maintenance and

service of wind turbines

Construction or operation of electricity

generation facilities that produce electricity

from wind power.

Revenue

CapEx

OpEx

The activity consists in the following

individual measures if installed on-

site as technical building systems:

D) installation, maintenance, and

repair of wind turbines and the ancil-

lary technical equipment

Climate change

Adaption 11. Education

Provision for training, certificating, and

educating employees for servicing of wind

turbines.

Revenue

CapEx

Not enough information available for

an answer regarding the compliance

with the substantial contributing

criteria in the delegated act, therefore

it’s treated as not in compliance and

therefore can be reported as eligible

but not aligned.

Climate change mitigation

6.5 Transport by motorbikes, passen-

ger cars and light commercial vehicles

FairWind leases its company cars through

various third-party leasing services.

OpEx

CapEx

Not enough information available for

an answer regarding the compliance

with the substantial contributing

criteria in the delegated act, therefore

it’s treated as not in compliance and

therefore can be reported as eligible

but not aligned.

Fig. 1. Assignation of FairWinds economic activities to the EU taxonomy

FairWind Group Annual Report 2023Page 114 Appendix | Management Review (cont.)

Independent Auditor’s Report

Taxonomy Alignment

Regulation (EU) 2020/852, article 3, sets out criteria which an

economic activity must meet to qualify as environmentally sustain-

able (taxonomy-aligned):

• Substantially contribute to one or more of the six environmental

objectives.

• Do no significant harm (DNSH) to the other five objectives.

• Comply with minimum safeguards covering social and

governance standards.

• Comply with the technical screening criteria (TSC) for the

environmental objectives

In order to comply with the 'do no significant harm' criteria, we

have undertaken a thorough assessment of our economic activities

against climate-related hazards outlined in Appendix A to Annex I.

FairWind has reviewed the substantial contribution criteria and

‘do no significant harm’ criteria for the eligible activities, listed in

figure 1. Only one activity (CCM 7.6) was considered for assessment

of alignment as the proportion of total activities for activity CCA 11

and CCM 6.5 are insignificant, and FairWind does not have enough

information available for an answer regarding the compliance

with the substantial contributing criteria in the delegated act. The

economic activities relates to CCA 11 and CCM 6.5, are treated as not

in compliance and therefore can be reported as eligible but not

aligned. FairWind will continuously review the documentation and

requirements for taxonomy alignment going forward.

FairWind Group Annual Report 2023 Page 115Management Review (cont.) | Appendix

Assessing activity CCM 7.6 for alignment

FairWind reviewed the extensive ‘substantial contribution’ and ‘do no signif-

icant harm’ criteria for all eligible economic activities and concluded that

one of the eligible activities is Taxonomy- aligned :Installation, repair and

maintenance of wind turbines align with the substantial distribution criteria

in CCM 7.6: The activity consists in the following individual measures if

installed on-site as technical building systems: D) installation, maintenance,

and repair of wind turbines and the ancillary technical equipment.

To meet the DNSH criterias for alignment in activity CCM 7.6 a climate risk

assessment has been made.

In 2023, FairWind worked on over 300 projects, spanning 34 countries. Given

the extensive scale and geographic dispersion of FairWind's operations,

conducting a climate risk assessment for each individual installation site is

practically infeasible. In lieu of assessing climate risks at every site, FairWind

has adopted an approach which designates specific key sites to serve as

proxies. The reasoning behind this approach is that sites within similar

climates will face a similar set of climate hazards, within a margin of uncer-

tainty.

Given these considerations, key sites for the 2023 climate risk assessment

have been chosen based on the following criteria:

a) Encompassing major investments in FairWind's portfolio, or investments

of particular strategic importance.

b) Representing a range of climatic conditions.

c) Availability of reliable climate data for the site.

d) Offering instances of both onshore and offshore wind turbine installations,

reflecting the breadth of FairWind's project types.

Climate Change Adoptation

The requirements of the DNSH criteria related to Climate Change Adopta-

tion are applicable to all our eligible activities. To comply with the criteria, we

have conducted a climate risk analysis, using the range of the climate risk

scenarios.

Together these criteria aim to ensure that those sites most material to Fair-

Wind’s economic activity are taken into consideration, while also providing

a robust range of climate risk scenarios. Following these criteria, for the 2023

climate risk assessment, FairWind selected 3 key sites for analysis:

1. Esbjerg harbor, Denmark (offshore): The Esbjerg harbor project is Fair-

Wind’s biggest offshore project in 2023, measured in economic terms.

2. Sipsdorf, Germany (onshore): The Sipsdorf project is FairWind’s largest

single-site project in Germany in 2023, measured in economic terms.

3. Warradarge, Australia (onshore): Australia represents one of FairWind’s

biggest future markets, and hence is of great strategic importance. It is

also representative of the warmer climates in which FairWind operates.

The climate risk assessment followed the structure recommended by ISO

14091 (a general standard for conducting climate risk assessments):

1. Preparation phase, during which an initial screening of climate-related

hazards from Appendix A of the EU taxonomy was carried out, and

2. Implementation phase, during which the climate risk assessment was

carried out, and adaptation solutions were identified.

Both phases was carried out during workshops with the representatives

from the sustainability team, finance, and local experts from the operations.

In order to manage climate-related risks, such as those posed by heat waves

or cold weather, all-risk insurance coverage has been implemented with our

customers. Additionally, safety processes are integrated into our standard

procedures to mitigate any potential risks related to climate hazards. The

economic activities in CCM 7.6 do no significant harm (DNSH) to the other

five objectives and FairWind has taken proactive measures to address

FairWind Group Annual Report 2023Page 116 Appendix | Management Review (cont.)

Independent Auditor’s Report

significant risks and have implemented sufficient solutions to manage any

potential impacts associated with climate-related hazards and comply with

the alignment criteria.

Not all DNSH Criteria of Activity 7.6 are applicable to our activities. We do not

consider sustainable use and protection of water and pollution prevent and

control to be applicable to our activities.

We confirm compliance with Transition to Circular Economy, as the tools

and components used for the activities are reusable and highly duable and

recycable to a great extent of end-of-life.

We confirm compliance to criteria for DNSH to Protection and Restoration

of Biodiversity and Ecosystems, as an EIA or screening has been performed

by our customers.

Minimum Safeguards

To comply with the minimum safeguards, FairWind has ensured compli-

ance with EU regulation and respects minimum safeguards covering social

and governance standards. The business activities 7.6, Installation, mainte-

nance, and repair of renewable energy technologies are based on specific

principles defined in our Code of Conduct.

FairWind works with Human Right according to the United Nations Guidu-

ance Principles on Business and Human Rights (UNGPs). Our commitment

to respect Human Rights is embedded into our corporate wide policies,

including Human Rights Policy and Customer Code of Conduct. This

formalizes the actions that we already take in our everyday operations. In

our day-to-day operations, we have dedicated employees within HR, Legal,

Compliance, and ESG that work together to develop and implement policies

and procedures.

Additionally, FairWind is certified according to ISO 9001, ISO 14001, and ISO

45001 standards, which further demonstrate our commitment to sustain-

able and responsible business practices.

FairWind Group Annual Report 2023 Page 117Management Review (cont.) | Appendix

Human and Labor Rights

FairWind recognizes the importance of conducting a thorough evaluation

of new market opportunities, taking into account a range of factors such as

safety, cultural barriers, and human rights. As part of our country assessment

process, we consider a range of ethical considerations, including anti-bribery,

no child labor, anti-corruption, equal rights, freedom of speech, democracy,

environmental impact, and human rights. During 2023 we have not had any

incidents nor breaches of labor laws and human rights.

Our assessment is divided into 10 categories, and the results are used

to provide an overall risk and business assessment that helps us make

informed decisions on new markets.

A matrix sheet detailing the assessment criteria is available upon request.

To further enhance our evaluation and management of new markets,

FairWind uses the country credit rating system provided by Allianz to

access detailed analysis and risk ratings of countries worldwide. This system

provides valuable insights that help us make informed decisions about

entering new markets.

We believe that by including human rights considerations as a Minimum

Safeguard in our country assessment process, we can help to promote and

protect human rights in the countries where we operate, and demonstrate

our commitment to ethical and responsible business practices.

Anti-corruption and anti-bribery

As part of our Minimum Safeguards, we have a zero-tolerance policy towards

bribery and corruption, and we strictly comply with all applicable laws and

regulations governing anti-bribery and anti-corruption.

We have implemented robust internal procedures such as dedicated anti-

bribery and anti-corruption policies for employees and business partners as

well as a confidential reporting mechanism for whistleblowers. There has not

been any reported incidents during 2023.

We also strive to promote transparency and accountability in our business

practices, including disclosing any political contributions or lobbying

activities and conducting regular risk assessments to identify and mitigate

potential corruption risks. For 2023 there has been no such contributions.

By maintaining our commitment to anti-bribery and anti-corruption, we

aim to create a culture of integrity and trust among our stakeholders and

contribute to a fair and sustainable business environment.

FairWind has not been involved in any court cases regarding corruption or

bribery during the year.

Taxation

At FairWind we recognize the importance of taxes, giving back to local

society and contributing to the sustainable development of the countries

where we operate.

At FairWind we want to ensure that we fulfill our tax obligations in an ethical

and transparent manner, while also minimizing the impact on the environ-

ment and society. This includes complying with tax laws and regulations,

ensuring fair and transparent tax practices, and minimizing the environ-

mental impact of our tax activities. FairWind has complied with all tax laws

in 2023, just as in previous years.

FairWind does not operate in low-tax jurisdictions, nor uses special tax

optimization models designed for tax evasion purposes.

FairWind has not been involved in any court cases regarding taxation during

the year.

FairWind Group Annual Report 2023Page 118 Appendix | Management Review (cont.)

Fair Competition

Alongside other factors such as anti-bribery, anti-corruption, and human

rights, FairWind commits to conducting fair competition by complying with

all applicable laws and regulations governing competition, such as antitrust

laws or competition laws. This also means avoiding anti-competitive prac-

tices, such as price-fixing, bid-rigging, or market-sharing agreements.

FairWind refrains from unfairly competing with other businesses, such as

through false advertising, deceptive marketing practices, or intellectual

property infringement.

We work dedicatedly to encourage a culture of fair competition within our

company, including the production of corporate policies highlighting the

importance of fair competition and promoting ethical business practices.

By including fair competition as part of our Minimum Safeguards, we wish to

demonstrate our commitment to ethical and responsible business practices,

while also contributing to a more level playing field for businesses in the

market.

For the year there has not been reported any breached on this policy.

Supplier Management Process

To ensure that our suppliers comply with the FairWind standards, we

conduct a supplier assessment. The purpose of this procedure is to ensure

that FairWind only works with pre-qualified suppliers, to ensure the quality

of supplied equipment and/or items. The instruction applies to all new

suppliers of equipment and/or items and/or services that are included in, or

will be included in, products to customers, which are critical to quality (CTQ).

In general, all suppliers of FairWind must be ISO9001 certified, or they should

be able to display and document a similar quality management system

(QMS).

The QHSE and/or Global Procurement department may also conduct an

audit of the supplier in question. The QHSE is responsible for conducting the

audit and must produce a written report of the outcome once completed.

Supplier Code of Conduct

Suppliers are essential to FairWind's goal of becoming a leading turbine

installation and service player with strategic regional strongholds, based on

our commitment to green transformation. We only work with suppliers who

share our commitment to ethical and responsible business practices, and we

rely on their support to achieve our mission.

All of our suppliers are held to a high standard of conduct and are expected

to comply with our Supplier Code of Conduct, as well as all relevant laws,

regulations and FairWind's contractual requirements and policies. This Code

of Conduct outlines our expectations for ethical and responsible business

practices, and all of our suppliers are required to review and sign it before

conducting business with FairWind.

Assessing Minimum Social Safeguard was carried out by representatives

from the sustainability team and local experts from the operations.

FairWind Group Annual Report 2023 Page 119Management Review (cont.) | Appendix

Key performing indicators (KPIs) include turnover, CapEx, and OpEx. Our accounting policies for these calculations are based on our best

interpretation of the EU Taxonomy Regulation and delegated acts and the currently available guidelines from the European Commission.

The share of Taxonomy eligible economic activities is expressed as the proportion of revenue derived from products and services that qualify

as environmentally sustainable and the proportion of CapEx and OpEx related to assets or processes associated with economic activities that

qualify as environmentally sustainable.

The KPIs and Accounting Policies

Turnover CapEx OpEx

Alignment

99,4% 34,7% 94,2%

Eligible

0,6% 48,4% 5,7%

Non-eligible

0,0% 16,9% 0,1%

FairWind has assessed its taxonomy reporting for 2023 and is pleased to report its consolidated KPIs:

FairWind Group Annual Report 2023Page 120 Appendix | Management Review (cont.)

To determine the proportion of our turnover aligned with the EU Taxonomy, we followed the definition provided in Article 8(2)(a) of Regu-

lation (EU) 2020/852 and Annex I of its supplement. The denominator is defined as net turnover as per Article 2(5) of Directive (EU) 2013/34,

while the numerator of the revenue KPI is defined as the net turnover generated by products and services related to Taxonomy-aligned

economic activities.

Contextual information about the revenue KPI

For the reporting year 2023, FairWind reported total revenues of 1.192

mDKK.

We have calculated the proportion of FairWind's revenue that is

eligible and aligned with the EU Taxonomy criteria by considering

the revenue generated from products or services associated with

these economic activities as a percentage of our total net revenue.

The process and method of determining the Taxonomy-aligned,

Taxonomy-eligible and Taxonomy-non-eligible activities, has been to

split activities/accounts in our internal chart of account, where each

Revenue account has been mapped to a Taxonomy Code.

The denominator for FairWind's turnover KPI is based on the

revenue reported in our income statement. The majority of our

revenue is derived from the installation and service of wind turbines,

with a minor contribution from training and education.

The numerator of the turnover KPI is derived from the “Installation”

and “Service” business segments, which are aligned with the EU

Taxonomy criteria. The proportion of revenue generated by these

segments is used as the numerator in our turnover KPI calculation.

Our evaluation of activities for climate change mitigation shows that

99.4% of our activities are aligned with the EU Taxonomy criteria,

with 7.6 being the primary activity of installation, maintenance, and

repair of renewable energy technologies.

In 2022, revenue from CCA 11 Education was considered aligned,

but for 2023, we consider not enough information is available for an

answer regarding the compliance with the substantial contributing

criteria in the delegated act, therefore it is treated as not in compli-

ance and therefore can be reported as eligible but not aligned in

2023.

The total percentage of aligned revenue was in 2022 100% due the

inclusion of CCA 11, but looking only at the turnover KPI for 2023

regarding CCM 7.6 (99,4% )is in line with the reported turnover KPI

for CCM 7.6 in 2022 (99,6%).

There has been no new economic activities since last year.

Further details on the calculation can be found in the Model of

Proportion of Turnover from Products or Services Associated with

Taxonomy-Aligned Economic Activities, Disclosure Covering Year

2023 on page 27.

Turnover KPI (cont.)

FairWind Group Annual Report 2023 Page 121Management Review (cont.) | Appendix

CapEx KPI

Contextual informationon CapEx KPI

FairWind's capital expenditure (CapEx) additions consist of the value of long-

term leased assets and hardware, software, and equipment.

CapEx additions are in alignment with those in the Annual Report for 2023.

Taxonomy-aligned, Taxonomy-eligible and Taxonomy-non-eligible activities

have been determined due to the nature of the investment, and the assess-

ment of the individual object’s economic activity.

The numerator at FairWind, are the taxonomy aligned activities and consists

of additions in tools and equipment, assets related to CCM 7.6

The investments in training courses, assets related to CCA 11, and leased cars,

which are assets related to CCM 6.5 are eligible activities but not aligned

with the taxonomy criteria, and not part of the numerator.

The denominator covers additions to tangible and intangible assets during

the financial year based on the definition in Annex I, 1.1.2.1. and accounts

for costs based on the international financial reporting standards (IFRS) as

adopted by Regulation (EC) 1126/2008.

At FairWind, the denominator of the CapEx KPI consists of the following

items:

• Additions to property, plant, and equipment, under IAS 16.73,

• Additions to intangible assets, under IAS 38.118,

The CapEx KPI calculation does not pose a risk of double counting since the

additions are specified on separate accounts in the chart of accounts, and

no proportion of allocated CapEx to any of the taxonomy-aligned activities is

related to more than one activity. Therefore, it can be accurately tracked and

will only be counted once in the numerator.

The share of FairWind's CapEx was in 2023:

• 34,7% Taxonomy-aligned

• 48,4% Taxonomy-eligible

• 16,9% Non-eligible

Looking at FairWind's CapEx, about a 1/3 of it, specifically 34,7% is aligned

with the defined taxonomy. Another 48,4% is eligible for the taxonomy, while

16,9% is considered non-eligible. This breakdown provides insight into how

CapEx is allocated within the company and can help inform decision-making

processes.

In 2022, CapEx regarding CCA 11 Education was considered aligned, but

for 2023 we consider not enough information is available for an answer

regarding the compliance with the substantial contributing criteria in the

delegated act, therefore it is treated as not in compliance and therefore

can be reported as eligible but not aligned in 2023. The total percentage of

aligned CapEx was in 2022 higher than in 2023 due the inclusion of CCA 11,

but looking only at the CapEx KPI for 2023 regarding CCM 7.6 it is in line with

the reported CapEx KPI in 2022.

There has been no new economic activities since last year.

For CapEx KPI calculation details see Model of Proportion of CapEx from

products or services associated with Taxonomy-aligned economic activities,

disclosure covering the year 2023 on page 29.

To calculate the proportion of capital expenditure related to the EU Taxonomy, FairWind followed the EU Taxonomy Regulation (Article 8(2), part c) and the

supplement to Regulation (EU) 2020/852, Annex I. The Capex KPI is defined as the Taxonomy-aligned capital expenditures divided by the total investment

capital expenditure as defined in the EU Taxonomy.

FairWind Group Annual Report 2023Page 122 Appendix | Management Review (cont.)

Independent Auditor’s Report

OpEx KPI

The OpEx KPI at FairWind is calculated based on the proportion of operating expenses related to the EU taxonomy-aligned activities. The numerator of

the KPI consists of the operating expenses related to assets or processes associated with the Taxonomy-aligned economic activities as defined in Annex I,

1.1.3.2. of Regulation (EU) 2020/852. The numerator equals to the part of OpEx included in the denominator that is any of the following: (a) related to assets or

processes associated with Taxonomy-aligned economic activities, including training and other human resources adaptation needs, and direct non-capital-

ized costs that represent research and development.

The denominator is based on the operating expenses that are directly related to the daily maintenance of assets classified as property, plant, and equipment

and necessary for ensuring FairWinds' functioning, as defined in Annex I, 1.1.3.1. of Regulation (EU) 2020/852. This includes direct non-capitalized costs such as

building renovation measures, short-term lease, maintenance, and repair.

The OpEx KPI is calculated by dividing the numerator by the denominator. This allows for the measurement of the proportion of operating expenses related

to the Taxonomy-aligned economic activities at FairWind.

Contextual informationon OpEx KPI

The operating expenditure KPI numerator consists of assets or processes

associated with the Taxonomy-aligned economic activities, which can be

classified as being in compliance with the screening criteria in the annex to

the delegated act, related to CCM 7.6 .

The operating expenditures are in FairWind primary related to renting,

leasing and repair of cars, maintenance and repair of tools and PPE (personal

protective equipment).

The method of determining Taxonomy-aligned, Taxonomy-eligible and

Taxonomy-non-eligible activities has been to split activities/accounts in our

internal chart of account, where each Cost account has been mapped to a

Taxonomy Code.

In this case, there is no risk of double counting in the numerator because

the OpEx allocated to activity 7.6 has been mapped directly in the chart of

accounts. Therefore, each expense figure is only counted once and can be

easily tracked in the KPI calculation.

The share of FairWind's OpEx was:

• 94,2% Taxonomy-aligned

• 5,7% Taxonomy-eligible

• 0,1% Non-eligible

Looking at FairWind's OpEx, it is in line with the reported OpEx for 2022

with a slight increase of 2,6 percentage points. For 2023 the majority of the

OpEx, specifically 94,2% is aligned with the defined taxonomy. Another 5,7%

is eligible for the taxonomy, while only 0,1% is considered non-eligible. This

breakdown provides insight into how OpEx is allocated within the company

and can help inform decision-making processes.

There has been no new economic activities since last year.

For OpEx KPI calculation details see the Model of Proportion of OpEx from

products or services associated with Taxonomy-aligned economic activities,

disclosure covering year 2023 on page 28.

FairWind Group Annual Report 2023 Page 123Management Review (cont.) | Appendix

Accounting Policies

The share of Taxonomy-eligible economic activities is represented by the percentage of revenue generated from products or services linked

to environmentally sustainable practices. Additionally, it includes the proportion CAPEX and OPEX allocated to assets meeting environmen-

tally sustainable standards.

Revenue

The revenue KPI is defined as taxonomy-eligible revenue (numerator) divided by total revenue (denominator).

CAPEX

CAPEX consists of additions to tangible assets covering property, plant and equipment and intangible assets during the financial year. It

includes additions to Property, plant and equipment, intangible assets and right-of-use assets (IFRS 16). The CAPEX KPI is defined as Taxono-

my-eligible CAPEX (numerator) relating to category (a) divided by total CAPEX (denominator).

OPEX

OPEX consists of direct non-capitalized costs that relate to research and development, building renovation, short-term lease, maintenance

and repair and any other direct expenditures relating to the day-to-day servicing of Property, plant and equipment, right-of-use assets and

intangible assets. The OPEX KPI is defined as Taxonomy-eligible OPEX (numerator) relating to category (a) and (c) divided by total OPEX

(denominator).

Disaggregation of KPIs

In the assessment, there has been no disaggregation of revenue, CapEx or OpEx KPIs for the assessed economic activities.

Double Counting

To ensure accuracy in the calculation of key performance indicators (KPIs), it is important to avoid double counting expenses.

For the allocation of revenue, CapEx and OpEx, FairWind has identified the relevant costs and measures associated with the related

economic activity in the Climate Delegated Act and Environmental Delegated Act. This is done to ensure that no revenue, CapEx or OpEx is

calculated more than once.

Contribution to Multiple Objectives

FairWind did not find that any of the identified eligible economic activities to contribute to multiple objectives.

FairWind Group Annual Report 2023Page 124 Appendix | Management Review (cont.)