Wilh. Wilhelmsen Holding ASA Annual Report 2021

Plain-text annual report

Enable. Enhance. Simplify. Annual report 2021 Group — Key figures Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 4 Key figures – consolidated accounts INCOME STATEMENT Total income Operating profit before amortisation and impairment (EBITDA) Operating profit Profit/(loss) before tax Net profit/(loss) Net profit/(loss) after non-controlling interests BALANCE SHEET Non current assets Current assets Equity Interest-bearing debt Total assets KEY FINANCIAL FIGURES Cash flow from operation (1) Liquid funds at 31 December (2) Liquidy ratio (3) Equity ratio (4) YIELD Return on equity (5) KEY FIGURES PER SHARE Earnings per share (6) Operating profit before amortisation and impairment (EBITDA) per share (7) Average number of shares outstanding Dividend per share paid during the year 2021 2020 2019 2018 2017 874 141 73 66 53 72 2 702 746 2 230 642 812 138 60 205 178 117 2 736 751 2 265 657 850 149 78 144 130 114 2 638 655 2 082 675 871 78 36 (86) (75) (69) 2 467 612 2 017 533 793 198 176 253 (2) (64) 2 637 636 2 188 601 USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill 3 448 3 488 3 293 3 079 3 273 USD mill USD mill % % 122 366 0.9 65% 194 393 1.3 65% 98 255 1.2 63% 62 227 1.1 66% 70 268 1.4 67% 4% 6% 6% (4%) (3%) USD USD 1.63 3.16 2.63 3.10 2.46 3.24 (1.48) 1.68 (1.38) 4.26 Thousand 44 580 44 580 45 948 46 404 46 404 NOK 8.00 2.00 5.00 5.50 5.00 Definition (1) Net cash flow from operating activities (2) Cash, bank deposits and current financial investments (3) Current assets divided by current liabilities (4) Equity in percent of total assets (5) Profit after tax divided by average equity (6) Profit for the period after non-controlling interests, divided by average number of shares Earnings per share taking into consideration the number of shares reduced for own shares (7) Operating profit for the period adjusted for depreciation and impairments of assets, divided by average number of shares outstanding Total income (USD mill)* Operating profit (USD mill)* 4 7 8 2 1 8 0 5 8 1 7 8 3 9 7 3 7 0 6 8 7 6 3 6 7 1 3 5 Net profit (USD mill) 8 7 1 0 3 1 Net profit after non-controlling interest (USD mill) 7 1 1 4 1 1 2 7 2 - 5 7 - 9 6 - 4 6 - 2021 2020 2019 2018 2017 Group — Key figures Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 5 Wilhelmsen in brief Our ambition is to shape the maritime industry. Founded in Norway in 1861, Wilhelmsen is now a comprehensive global maritime group providing essential products and services to the merchant fleet, along with supplying crew and technical management to the largest and most complex vessels ever to sail. Committed to shaping the maritime industry, we also seek to develop new opportunities and collaborations in renewables, zero-emission shipping, and marine digitalisation. Supporting a diverse and inclusive workplace, with thousands of colleagues across more than 60 countries, we take innovation, sustainability and unparalleled customer experiences one step further. MARITIME SERVICES Our ambition is to be the leading provider of products and services for the global merchant fleet – driving sustainable transformation of our industry. NEW ENERGY Our ambition is to drive energy infrastructure transformation and maritime decarbonisation. STRATEGIC HOLDINGS AND INVESTMENTS Our ambition is to achieve capital growth through our global footprint, legacy holdings and leading industrial partnerships. Share of total income Year 2021 Share of total income Year 2021 Share of total income Year 2021 2% 64% 35% Share of total assets As per 31.12.2021 Share of total assets As per 31.12.2021 Share of total assets As per 31.12.2021 25% 22% 53% • Wallenius Wilhelmsen ASA (37.8%) • Treasure ASA (74.8%) – Hyundai Glovis (11%) • WilNor Governmental Services (87.8%) • Financial investments • Holding activities • Wilhelmsen Ships Service – Marine Products – Ships Agency – Chemicals – Global Business Services • Wilhelmsen Ship Management • Wilhelmsen Insurance Services • NorSea Group (75.2%) • NorSea Wind (87.6%) • Edda Wind ASA (25.7%) • Topeka • Massterly (50%) • Raa Labs • Dolittle (46%) • Ivaldi (10%) • Loke Marine Minerals (18%) Direct or indirect ownership in brackets when not fully owned. OUR STRATEGIC ESG TOPICS Strategic topics Strategic ambition Decarbonisation and green growth Shape the maritime industry’s transition towards net zero emissions and capitalize on green growth. Health and safety Equality and diversity Have an engaging and safe workplace with no harm to people. Have a culture where each employee is valued for their contribution. Compliance and value chain management Be a responsible, trusted and compliant value chain partner. Content Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 6 Content 1 – Group CEO’s statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Anniversary and crossroads . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 008 010 2 – Directors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Main development and strategic direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maritime Services New Energy Strategic Holdings and Investments Risk review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Health, safety and working environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Organisation and people development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors and Officers Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allocation of profit, dividend and share buy back . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 – Accounts and notes – group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wilh. Wilhelmsen Holding ASA group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 – Accounts and notes – parent company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wilh. Wilhelmsen Holding ASA parent company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 – Corporate structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wilh. Wilhelmsen Holding group main structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Strategic Holdings and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maritime Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 012 014 015 017 019 020 020 021 022 022 022 023 023 024 026 026 026 027 028 029 030 031 072 074 074 074 075 076 077 078 092 097 098 100 100 101 105 Content Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 7 Group — Group CEO’s statement Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 8 1 Group CEO’s statement Group — Group CEO’s statement Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 9 Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 10 Anniversary and crossroads 2021 saw many highlights for the group. The year further positioned Wilhelmsen well for the future and a world that is increasingly demanding clean energy and sustainable maritime solutions. As you will read later, we can’t do it alone. OUR EMPLOYEES MAKE THE DIFFERENCE While we celebrated 160 years in business, the Wilhelmsen group had yet another calendar year full of events. COVID-19 continued to be a major influence in 2021, but there were also inflationary concerns, supply chain issues and ongoing geopolitical tensions. The fight for talent and pressure on wages were additional challenges we continue to face. Despite the many challenges, we also saw a solid uptick in global shipping activities leading to an 8% income increase for the group. This is thanks to several thousand dedicated people in the Wilhelmsen group working across the largest maritime network in the world including some 10 000 seafarers. Our strong results can be dedicated to our hard working and resilient employees, and to our loyal customers. Thank you! THE GREEN CHALLENGE In addition to solid financial results, we continued to build for the future. Our internal company structure was redesigned, most notably with the establishment of our New Energy segment and the USD 500 million investment ambition within renewable energy and decarbonisation. We have also decided to have a net zero carbon footprint from our own operations before 2030. Our extensive maritime offshore experience and infrastructure, combined with our ambitions and ability to facilitate innovative partnerships, is our recipe for exploring opportunities related to the green shift. While we see great business potential related to green opportunities, we stand at a crossroads. Customers want to explore new energy solutions, but struggle to make the big step, as there are still too many uncertainties related to both the availability and price of renewable energy. Wilhelmsen would like to explore new technological solutions but are challenged with a slow-moving or complete lack of regulatory environment. Who should make the first move? With the “code red for humanity” report from the Intergovernmental Panel on Climate Change, we all know that we need to step up to significantly reduce greenhouse gas emissions that are threatening our common future. We are ready to make the necessary steps, but are dependent on banks supporting us, customers willing to take the risk, authorities paving the way for new energy solutions and a safe environment for businesses taking action. IF I WERE 25 YEARS OLD If I was fresh out of university now, I would consider my career path carefully, and my values would play an important factor in my plans. Attracting not only newly educated talent, but seasoned professionals will demand a sound and transparent company profile. People want to work for companies that make a difference, that dare to challenge and prove that things can always get better. Although I am biased, I think Wilhelmsen is such a place, and we are demonstrating it by how we act. In this report and our ESG report especially, you can read about the big and small efforts we are making to decarbonise the maritime industry through zero emission vessels to 3D printed spare parts produced locally on demand, just to name two examples. You will also read about how we spend time and resources in ensuring our employees continue to build their competencies and experience. I am immensely proud of our company, and our people who kept everything running regardless of the obvious challenges. 2022 and onwards will be interesting and exciting. I am curious to know how fast we can make the necessary steps towards a greener future and ensure long term profitability for our shareholders. I am confident we will keep making sustainable choices and continue to be driven forward by our people and culture. *Writing my CEO letter at the beginning of February 2022, as we prepare for the launch of this report in March, the world is very different and much darker place. The awful situation in Ukraine is producing unwanted and unforeseen humanitarian, geopolitical and economic issues. We are all affected. For the group, our practical support for our Ukrainian colleagues at sea and onshore is unwavering, and I speak on behalf of everyone at Wilhelmsen in sending our sympathies to everyone impacted by the conflict in the region. Group — Group CEO’s statementWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 11 Thomas Wilhelmsen, group CEO Group — Group CEO’s statementGroup — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 12 2 Director’s report Group — Director’s report Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 13 Gender diversity Currently females represent 36% of our land-based work force and 22% of senior management positions. The Wilhelmsen group’s target is to have at least 40% of each gender in senior management positions by 2030. Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 14 Directors’ report for 2021 Wilh. Wilhelmsen Holding ASA Highlights for 2021 • New group structure focusing on Maritime Services, New Energy, and Strategic Holdings and Investments. • Enabling safe and consistent operations during an ongoing pandemic. • Public listing of Edda Wind ASA. • Increased operating income and profit. • Increased net profit from joint ventures and associates. • Paid dividend of NOK 8.00 per share. • 26% shareholder return. MAIN DEVELOPMENT AND STRATEGIC DIRECTION The Wilh. Wilhelmsen Holding group (Wilhelmsen or group) is an industrial holding company within the maritime industry. The group’s activities are carried out through fully and partly owned entities, most of which are among the market leaders within their segments. Wilhelmsen’s ambition is to develop companies within maritime services, shipping, logistics, renewables, and related infrastructure through active ownership. Guided by its vision of shaping the maritime industry, Wilhelmsen has in 2021 continued the work to support transition to a more sustainable future. This includes projects and new investments within energy transition and the decarbonisation of shipping. Wilhelmsen also continued to deliver return to its shareholders, with an increase in operating result, net profit, share price, and dividend payment for the year. In 2021, the global economy rebounded while large parts of the world were still in partial lockdown due to the pandemic. This created a strain on global supply chains as well as inflationary pressure. The Wilhelmsen operating companies benefitted from the increase in economic activities, but the ongoing pandemic also continued to affect the group’s operation. Most office staff were required to work from home during large parts of the year, and the situation related to crew changes remained challenging. The board would once again like to thank all crew and onshore employees for their extraordinary efforts during the pandemic. In 2021, Wilhelmsen re-designed the portfolio to intensify the growth of maritime service and increase the focus on renewable energy and decarbonisation. In addition to accelerating the transition of existing businesses, Wilhelmsen decided to invest in new businesses related to the renewable sector. A new business segment named New Energy was established, including among others, the ongoing transformation of NorSea Group, offshore wind activities, and activities within autonomous shipping and decarbonisation solutions. Wilhelmsen is now organised around three distinct business segments: • Maritime Services. • New Energy. • Strategic Holdings and Investments. Maritime Services deliver value creating solutions to the global merchant fleet, focusing on Marine Products, Ships Agency, and Ship Management. In 2021, Wilhelmsen further expanded its range of products and services, including specialist lubrications and segment specific vessel management. Supporting the shipping industry during the pandemic continued as a focus area, including crew changes. Total income for Maritime Services was up for the year, while EBITDA was stable. The formation of the New Energy segment brings together several Wilhelmsen companies, joint ventures, and partner- ships with unique competencies which complement each other. Focus is on creating new opportunities and partnerships in renewables, zero-emission shipping, and marine digitalisation. In 2021, the group made further initiatives related to offshore wind licensing, marine minerals, and hydrogen vessels. Following further investment in Edda Wind ASA, the company completed a public listing in December. Total income and EBITDA for New Energy were up for the year. The two main assets of the Strategic Holdings and Investments segment are the shareholdings in Wallenius Wilhelmsen ASA, and the shareholding in Hyundai Glovis which is owned through Treasure ASA. Wallenius Wilhelmsen ASA had a positive development during the year, with a strong increase in both net profit and market value. For Hyundai Glovis, the share price and market value was down for the year. The Wilhelmsen group maintained a strong equity base throughout 2021. By the end of the year, the equity ratio based on book values was 65% and equity attributable to equity holders of the company exceeded USD 2 billion. Liquidity also remained strong. Cash and cash equivalents totalled USD 231 million by end of the year, with total liquidity increasing to USD 1 054 million if including all financial assets. The main loan facility in Maritime Service is maturing in 2022 Group — Director’s reportThe board of Wilh. Wilhelmsen Holding ASA Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 15 From top left: Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Trond Westlie and the main loan facility in New Energy matures in 2023. A refinancing process has been initiated for both. Wilhelmsen’s goal is to provide shareholders with a high return over time through a combination of rising value for the company’s shares and payment of dividend. To strengthen the alignment of the senior executives’ and shareholders’ long-term interests, the long-term incentive scheme for senior executives is based on an increase in value adjusted equity above certain thresholds and other long term strategic targets. and responsible player in the industry and society. In 2021, ethics and anti-corruption, health, safety and wellness, cyber security, business offering and model innovation, decarbonisation of shipping and maritime services, renewable energy transition, and reducing marine litter and pollution received particular attention. In 2022, Wilhelmsen will continue to develop the group to the benefit of customers, shareholders, and the wider society, building on a more than 160-year history of shaping the maritime industry. The Wilhelmsen share price reflected a general positive market sentiment, ending the year with a strong gain. In 2021, total weighted return including share price development and paid dividend was 26.4%, based on a total return of 27.2% for the WWI share and a total return of 23.8% for the WWIB share. FINANCIAL RESULTS Income statement Wilhelmsen group (USD mill) Wilhelmsen has an objective of consistent yearly dividend paid twice annually. A first dividend of NOK 5.00 per share was paid in May, and a second dividend of NOK 3.00 per share was paid in December. The first dividend included NOK 2.00 in extraordinary dividend to compensate for the reduced dividend payout in 2020. Total income of which operating revenue of which gain on sale of assets EBITDA Operating profit/EBIT In September, Wilhelmsen reduced the share capital through cancellation of 537 092 own Class A shares and 1 286 732 own Class B shares. After the capital reduction, the company has 44 580 000 shares divided into 34 000 000 Class A shares and 10 580 000 Class B shares. The board believes sound corporate governance is the foundation for profitable growth and a healthy company culture. Good governance contributes to reduced risk and creates value over time for shareholders and other stakeholders. The board is committed to a sustainable strategy which is a vital prerequisite for Wilhelmsen to be a profitable Share of profit/(loss) from associates Change in fair value financial assets Other financial income/(expenses) Profit before tax/EBT Tax income/(expenses) Profit for the period Profit to equity holders of the company EPS (USD) Other comprehensive income Total comprehensive income Total comprehensive income equity holders of the company Equity ratio 2021 2020 874 873 2 141 73 101 (107) (1) 66 (13) 53 72 812 807 5 138 60 (50) 192 2 205 (27) 178 117 1.63 2.63 (35) 17 41 23 200 141 65% 65% Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 16 Total income for Wilhelmsen was USD 874 million in 2021, up 8% from 2020. Income was up for both Maritime Services and New Energy. Cash flow from operating activities was USD 122 million in 2021. This compares with a net EBITDA and tax expense of USD 128 million. Group EBITDA came in at USD 141 million for the year, up 2%. Maritime Services EBITDA was USD 89 million in 2021, unchanged from 2020. A general increase in most shipping activities had a positive impact on both Marine Products and Ships Agency, while contribution from Ship Management and non-marine products were down. Cash flow from investing activities was negative with USD 53 million, mainly related to the New Energy segment including the increased shareholding in Edda Wind ASA. Cash flow from financing activities was negative with USD 106 million in 2021. This included an increase in dividend payments, partly compensating for a low payout in 2020. New Energy EBITDA was USD 60 million for the year, up 10%. The increase followed improved contribution from both NorSea Group and NorSea Wind. Liquid assets (USD mill) The Strategic Holdings and Investments segment had a negative EBITDA of USD 8 million. Share of profit from associates was USD 101 million for the year, compared with a loss of USD 50 million one year earlier. The improvement was due to a strong recovery in the financial performance of Wallenius Wilhelmsen ASA. Cash and cash equivalents of which Maritime Services of which New Energy of which Strategic Holdings and Investments Current financial investments Financial assets to fair value of which Hyundai Glovis of which other financial assets Total 2021 2020 231 174 7 50 135 688 583 105 269 174 12 82 124 801 699 103 1 054 1 194 Change in fair value financial assets was negative with USD 107 million for the year. This followed lower value of the investment in Hyundai Glovis. Other financials were a net expense of USD 1 million in 2021, with gain on current financial investments and dividend income offsetting interest expenses. Tax was included with an expense of USD 13 million, mainly related to Maritime Services. By the end of 2021, the group had liquid financial assets of USD 1 054 million. In addition to cash and cash equivalents, this included current financial investments and non-current financial assets reported as financial assets to fair value. The parent company carries out active financial asset management of part of the group’s liquidity. The current financial investment portfolio includes listed equities and investment grade bonds. The value of the portfolio amounted to USD 135 million at the end of 2021. Net profit to equity holders of the company was USD 72 million in 2021, down from USD 117 million in 2020. Other comprehensive income was negative with USD 35 million, resulting in a total comprehensive income to equity holders of the company of USD 41 million for the year. The group’s investments classified as financial assets to fair value had a combined value of USD 688 million by the end of the year. The largest investment was the 11% shareholding in Hyundai Glovis held by Treasure ASA, valued at USD 583 million. Cash flow, liquidity, and debt Cash flow (USD mill) Cash and cash equivalents at 01.01 From operating activities of which Maritime Services of which New Energy other operating From investing activities From financing activities of which dividend and buy back parent of which net debt repayment (including leasing) other financing Net cash flow Cash and cash equivalents at 31.12 Interest-bearing debt (including leasing) (USD mill) Maritime Services New Energy Strategic Holdings and Investments Elimination Total 2021 2020 232 349 62 0 245 395 20 (2) 642 657 The main group companies fund their investments and operations on a standalone basis, with no recourse to the parent company. The primary funding source is the commercial bank loan market. By end of 2021, the group’s total interest-bearing debt including leasing debt was USD 642 million. Debt was down in New Energy partly due to FX effect from converting NOK debt into USD, while debt was up in Strategic Holdings and Investment partly due to a new lease arrangement for the corporate head office. 2021 2020 269 153 122 77 63 (18) 194 128 70 (5) (53) 41 (106) (42) (31) (33) (119) (9) (59) (51) (37) 115 231 269 The group had cash and cash equivalents of USD 231 million by the end 2021, down from USD 269 million by the end of 2020. Cash flow from operating activities was down from a strong 2020, while investments and dividend payments were up. Going concern assumption Pursuant to section 3-3a and section 4-5 of the Norwegian Accounting Act, it is confirmed that the annual accounts have been prepared under the assumption that the enterprise is a going concern and that the conditions are present. Group — Director’s reportMARITIME SERVICES This includes Ships Service, Ship Management, and other activities reported under the Maritime Services segment. Maritime Services (USD mill) Total income of which Ships Service of which Ship Management other/eliminations EBITDA EBITDA margin Operating profit/EBIT EBIT margin Share of profit from associates Other financial income/(expenses) Tax income/(expense) Profit Profit margin Non controlling interest Profit to equity holders of the company 2021 2020* 557 502 55 0 533 484 48 1 89 16% 89 17% 62 11% 52 10% 5 (19) (10) 38 7% 0 38 2 (14) (19) 20 4% 0 19 * Restated figures for 2020 due to new segment reporting Total income for Maritime Services was USD 557 million in 2021, up 5% from 2020. Income was up for both Ships Service and Ship Management. EBITDA for the year was USD 89 million, the same as the previous year. The Maritime Services EBITDA margin was 16% in 2021, down from 17%. Share of profit from associates was USD 5 million, up from USD 2 million. Share of profit from associates increased in both Ships Service and Ship Management. Other financial income/(expenses) for Maritime Services amounted to an expense of USD 19 million, including a USD 12 million loss on currency and financial instruments. Tax was an expense of USD 10 million. Profit to equity holders of the company was USD 38 million in 2021, up from USD 19 million the previous year. Maritime Services • Wilhelmsen Ships Service – Marine Products – Ships Agency – Chemicals – Global Business Services • Wilhelmsen Ship Management • Wilhelmsen Insurance Services Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 17 Total income from Ships Service was USD 502 million in 2021, up 4% from the previous year. A general increase in most shipping activities lifted total income for both Marine Products and Ships Agency. Cruise activities also improved but remained below pre-pandemic levels. Sale of non-marine products was down from a strong 2020. EBITDA was also up for the year, supported by the increase in total income. Ship Management Wilhelmsen Ship Management provides full technical management, crewing and related services for all major vessel types. Wilhelmsen Ship Management is fully owned by Wilhelmsen. Total income for Ship Management was USD 55 million in 2021. This was up 15% from 2020 when compared with the restated income reflecting the new segment reporting. The increase in income followed further growth in vessels on technical management, including one reported on a gross revenue basis, while income from layup management was down. EBITDA was down for the year, but this was more than compensated for through an increase in share of profit from associates. Other activities This includes Wilhelmsen Insurance Services ( fully owned by Wilhelmsen) and certain other activities reported under the Maritime Services segment. Total income for Insurance Services was USD 3 million for the year, up 7%, while EBITDA was stable. NEW ENERGY This includes NorSea Group, Edda Wind ASA, and other activities reported under the New Energy segment. New Energy (USD mill) Total income of which NorSea Group other/eliminations EBITDA EBITDA margin Operating profit/EBIT EBIT margin Share of profit from associates Other financial income/(expenses) Tax income/(expense) Profit Profit margin Non controlling interest Profit to equity holders of the company 2021 2020* 310 270 40 277 248 29 60 19% 55 20% 24 8% 10 (18) (3) 14 5% 7 8 20 7% 12 (17) (3) 10 4% 3 7 Ships Service Wilhelmsen Ships Service is a global provider of standardised product brands and service solutions to the maritime industry, focusing on Marine Products and Ships Agency. Wilhelmsen Ships Service is fully owned by Wilhelmsen. * Restated figures for 2020 due to new segment reporting Total income for New Energy was USD 310 million in 2021, up 12% from 2020. Income was up for most activities. EBITDA came in at USD 60 million, up 10%. The EBITDA margin was 19%, a small reduction from the previous year. Group — Director’s report Share of profit from associates was USD 10 million, down from last year which was lifted by a sales gain. Dolittle AS (owned 46%) and certain other activities reported under the New Energy segment. Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 18 Net financial items were an expense of USD 18 million, and tax was an expense of USD 3 million. Profit to equity holders of the company was USD 8 million for the year, up from USD 7 million in 2020. New Energy • NorSea Group (owned 75.2%) • NorSea Wind (87.6%) • Edda Wind ASA (owned 25.7%) • Topeka • Massterly (owned 50%) • Raa Labs • Dolittle (owned 46%) • Ivaldi (owned 10%) • Loke Marine Minerals (owned 18%) NorSea Group AS NorSea Group provides supply bases and integrated logistics solutions to the offshore industry. Wilhelmsen owns 75.2% of NorSea Group. Total income for NorSea Group was USD 270 million in 2021, up 9% from 2020. The increase followed a general higher activity level in most operations, including related to offshore wind. EBITDA was also up for the year, but less than income due to a combination of restructuring cost related to a business unit and ramp up cost related to new business development. Share of profit from joint ventures and associates in NorSea Group was USD 11 million. Edda Wind ASA Edda Wind ASA provides service to the global offshore wind industry and is listed on Oslo Børs. Wilhelmsen owns 25.7% of the company, which is reported as associate in Wilhelmsen’s accounts. In 2020, Wilhelmsen acquired 25% of Østensjø Group’s offshore wind company, Edda Wind, with option to buy another 25%. The option was exercised in the first quarter of 2021, increasing the Wilhelmsen ownership to 50%. In the fourth quarter, Edda Wind ASA launched an initial public offering (IPO). Following completion of the IPO, Wilhelmsen owned 16.5 million shares in Edda Wind ASA, representing 25.7% of total shares. The book value of the 25.7% shareholding in Edda Wind ASA was USD 57 million at the end of the year. Other activities This includes NorSea Wind (owned 50% by NorSea Group and 50% by Wilhelmsen Ship Management), Topeka ( fully owned), Massterly AS (owned 50%), Raa Labs AS ( fully owned), 2021 was marked by increased operating activity and a wide range of new and ongoing projects across most entities reported as part of other New Energy actives. This included services to the offshore wind industry, projects related to zero emission and autonomous vessel operation, and digital services. Total income from other New Energy activities were USD 40 million in 2021, up 36% from 2020. Both EBITDA and share of profit from associates and joint ventures came in at a loss. STRATEGIC HOLDINGS AND INVESTMENTS This includes the strategic holdings in Wallenius Wilhelmsen ASA and Treasure ASA, other financial and non-financial invest- ments, and other activities reported under the Strategic Holdings and Investments segment. Strategic Holdings and investments (USD mill) Total income of which operating revenue of which gain on sale of assets EBITDA Operating profit/EBIT Share of profit/(loss) from associates of which Wallenius Wilhelmsen ASA other/eliminations Change in fair value financial assets of which Hyundai Glovis other financial assets Other financial income/(expenses) of which investment management in parent of which dividend income Hyundai Glovis other financial income/(expenses) Tax income/(expense) Profit for the period Non controlling interest Profit to equity holders of the company 2021 2020* 17 17 0 13 13 0 (8) (13) (6) (11) 85 85 (0) (63) (63) 1 (107) (115) 8 194 202 (9) 35 21 13 1 33 13 13 6 (1) (5) (0) 148 (27) 27 57 91 * Restated figures for 2020 due to new segment reporting Total income for the Strategic Holdings and Investments segment was USD 17 million in 2021, while EBITDA came in at a loss of USD 8 million. Share of profit from associates was a gain of USD 85 million, mainly related to the 37.8% ownership in Wallenius Wilhelmsen ASA. Change in fair value financial assets was a loss of USD 107 million. This followed a reduction in the value of the investment in Hyundai Glovis, while value of other investments was up. Other financials were an income of USD 35 million, including dividend income and investment gains. Group — Director’s reportTax was an expense of USD 1 million. Profit to equity holders of the company was USD 27 million for the year, compared with a profit of USD 91 million in 2020. Strategic Holdings and Investments • Wallenius Wilhelmsen ASA (owned 37.8%) • Treasure ASA (owned 74.8%) – Hyundai Glovis (owned 11% by Treasure ASA) • WilNor Governmental Services (87.8%) • Financial investments • Holding activities Wallenius Wilhelmsen ASA Wallenius Wilhelmsen ASA is a market leader in RoRo shipping and vehicle logistics and is listed on Oslo Børs. Wilhelmsen owns 37.8% of the company, which is reported as associate in Wilhelmsen’s accounts. Wallenius Wilhelmsen ASA had total revenue of USD 3 884 million in 2021, an increase of 31%. This was driven by strong growth in shipping volumes, a solid increase in net rates, and fuel surcharges. EBITDA ended at USD 830 million, up 23%. Wilhelmsen’s share of profit from Wallenius Wilhelmsen ASA was USD 85 million in 2021, compared with a loss of USD 63 million in 2020. The Wallenius Wilhelmsen ASA share price was up 118.1% in 2021, closing at NOK 50.60. As of 31 December 2021, the market value of Wilhelmsen’s investment was USD 918 million, while the book value of the shareholding was USD 885 million. Treasure ASA Treasure ASA holds a 11.0% ownership interest in Hyundai Glovis and is listed on Oslo Børs. Wilhelmsen owns 74.8% of Treasure ASA. Treasure ASA’s main source of income is the dividend received from Hyundai Glovis. This is reported as financial income in Wilhelmsen’s accounts. Dividend received in 2021 was USD 13 million. Change in fair value of the shareholding in Hyundai Glovis was a loss of USD 115 million for the year. The value of the investment in Hyundai Glovis was USD 583 million at the end of 2021. The Treasure ASA share price was down 3.2% for the year, closing at NOK 17.30. As of 31 December 2021, the market value of Wilhelmsen’s shareholding in Treasure ASA was USD 325 million. In 2021, Treasure ASA paid total dividend of NOK 1.50 per share. Total cash proceeds to Wilhelmsen were USD 28 million. Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 19 In the third quarter, Treasure ASA completed liquidation of 3 965 000 own shares, reducing outstanding shares to 213 835 000. In the fourth quarter, Treasure ASA bought 6 000 000 own shares. Wilhelmsen did not participate in the buy back, maintaining its holding of 160 000 000 shares in Treasure ASA. Financial investments Financial investments include cash and cash equivalents, current financial investments and other financial assets held by the parent and fully owned subsidiaries. Net income from investment management was a gain of USD 21 million in 2021. The value of the current financial investment portfolio held by the holding company was USD 135 million by the end of the year, up from USD 124 million one year earlier. The portfolio primarily included listed equities and investment-grade bonds. Change in fair value of non-current financial assets (excluding shareholding in Hyundai Glovis) was a gain of USD 8 million in 2021. The value of the assets was USD 105 million at the end of 2021. Other activities This includes WilNor Governmental Services (owned 51% directly and 49% through NorSea Group), holding company activities, and certain other activities reported under the Strategic Holdings and Investments segment. Total income for WilNor Governmental Services was USD 6 million in 2021. This was up from 2020 mainly due to the acquisition of Olavsvern Group AS, completed during the first quarter of the year. Total income for holding company activities was USD 11 million for the year, an increase from the previous year. The income is mainly income from group companies related to intra-group services. EBITDA was down for the year, mainly due to an increase in net holding company cost. RISK REVIEW The Wilhelmsen group consists of a diversified portfolio of operating companies, and strategic holdings and investments. Most activities are within or related to the maritime industry, where Wilhelmsen has extensive competence and a long experience in managing risks. Risk management The group is committed to managing risks in a sound manner related to its businesses and operations. To accomplish this, the governing concept of conscious strategy and controllable procedures for risk mitigation ultimately provides a positive impact on profitability. Governing boards, management, and employees will monitor the environment in which the companies operate, and implement measures to mitigate risks, prepare to act upon unusual observations, threats or incidents, and respond to risks to mitigate consequences. The group has put in place a risk monitoring process based on identification of risks for each business unit, and with a group risk matrix presented to the board on a quarterly basis for review and necessary actions. Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 20 Group risk matrix Risk type Entity Risk Mitigation action Macro Macro Financial Financial Financial Governance ESG ESG Governance Governance All All Parent Parent Parent Group Group Group Group Group Geopolitical issues Adequate equity and liquidity. Global financial outlook Balanced portfolio of well managed businesses. Financial performance Active management and ownership. Dividend capacity External financing Cash flow focus in portfolio and liquidity reserve in parent. Conservative risk profile and broad range of funding alternatives. Competence and culture Invest in competence and skills and be an attractive employer. Brand equity Compliance Cyber security Energy transition Strong corporate governance systems and high business standards. Strong compliance culture and compliance management system. Strong cyber security governance system and mandatory cyber security essentials training. Pro‐active approach including continued innovation and business development. Main risks An overview of main risks and mitigation actions defined in the group risk matrix are outlined in the table above. In addition, the group’s exposure to, and mitigation of, certain financial risk is further described in note 19 to the 2021 group accounts. HEALTH, SAFETY AND WORKING ENVIRONMENT Working environment and occupational health The company conducts its business with respect for human rights and labour standards, including conventions and guidelines related to the prevention of child or forced labour, minimum wage and salary, working conditions and freedom of association. Employees and external stakeholders are encouraged to report on non-compliant behaviour through the group’s global whistleblowing system. Exposure hours In 2021, there were around 42.8 million exposure hours (work hours) in the group. Vessel based operations accounted for 79% of total exposure hours and onshore operations accounted for 21%. Sickness absence and occupational disease The group’s variety of ongoing initiatives to maintain a healthy work environment continued to be important in the second year of the pandemic. The focus was on physical and mental health, working conditions including working from home, employee assistance program, safe social activities, employee engagement surveys and opportunities for personal development. The sickness absence rate was 2.05% for onshore operations and 0.02% on vessels, in line with previous year. There were two onshore occupational disease cases recorded in 2021 resulting from work-related stress. Turnover The turnover rate for employees was 12.74% in 2021, in line with previous years. The turnover rate varies between business units. During the year, safety campaigns focused on COVID-19 measures and mental health and wellness. Crew changes were conducted where possible, when risk mitigation conditions were met, and according to international and local guidelines. Management continued to be active in measures to enable the safe and unhindered movement of seafarers to and from their workplace. For onshore operations, campaigns focused on safety risks, COVID-19 measures, and mental and physical health and wellness including the working from home situation. The LTIF rate onshore was 0.36 in 2021, within target not to exceed 0.40. The TRCF rate result of 0.52 was within target not to exceed 1.00. The targets will remain the same for 2022. All reported incidents were investigated to avoid similar incidents in the future, improve necessary training, and awareness measures. Working committee and executive committee The management cooperates closely with employees through several bodies, including the joint working committee and the executive committee for industrial democracy in foreign trade shipping. This cooperation gives valuable input to solve company related issues in a constructive way. In 2021, both committees held official meetings according to plan. The joint working committee discusses issues related to health, work environment and safety. The executive committee for industrial democracy in foreign trade shipping considers general business, financial and governance issues of importance to the company and the workforce. ORGANISATION AND PEOPLE DEVELOPMENT Workforce The group’s head office is in Norway, and the group has 239 offices in 60 countries within its controlled structure. The group employed 10 988 seafarers and 4 476 land-based employees at the end of 2021. Lost time injuries and total recordable cases Regrettably, there was one work related fatality of a seafarer in 2021, re-enforcing the need to continuously apply and improve measures that secure a safe work environment and a robust safety culture for all employees. The lost-time injury frequency (LTIF) rate for sailing personnel was 0.35, within the target not to exceed 0.40. The total recordable case frequency (TRCF) rate was 1.26, within the target not to exceed 2.80. The targets will remain the same for 2022. Equality and diversity Wilhelmsen has a clear policy stating that employees have the right to equal opportunities. Harassment and discrimination based on race, gender or similar grounds, or other behaviour that may be perceived as threatening or degrading, is not acceptable. Females represent 36% of the land-based work force, 22% of senior management positions, and 1% of the seafarer work force. The group’s target is to have at least 40% of each gender in senior management positions by 2030. Group — Director’s reportOne of the five members of the company’s group management is female and two of the five directors on the board of directors of Wilhelmsen are female. In 2021, a gender pay gap analysis was conducted for employees in Norway, pointing to some need for improvements including finetuning of job profiles. The analysis is included in the group’s ESG report, available on wilhelmsen.com. Driving performance Wilhelmsen strives to maintain a performance culture where engaged employees deliver the right results the right way and are rewarded accordingly. Employee performance and engagement is measured through annual surveys and performance appraisals. In 2021, Wilhelmsen conducted an employee engagement survey including specific questions related to the working from home situation in response to the pandemic. The results point to continued positive engagement and mental well-being, and employees have been able to carry out their work equally well from home as in the workplace. There is always room for improvement. Senior management and individual managers in all locations were required to conduct follow up discussions with their teams. Where results were less than the expected benchmark, managers were required to implement specific actions to improve results. Compensation and benefits The purpose of Wilhelmsen’s compensation and benefit framework is to drive performance and to attract and retain employees with the right experience and knowledge deemed necessary to achieve the company’s business objectives and strategic ambitions. The framework takes local regulations and competition into account, as well as the responsibility and complexity of the position. The bonus schemes are one of several instruments to drive performance. Bonus is paid if set bonus targets are reached. Compensation to executives is described in the Remuneration report available on Wilhelmsen.com. Investing in competence Learning and innovation is one of the group’s core values, and Wilhelmsen places particular emphasis on continuous learning through its learn-share-apply method. The main learning method is through on-the-job experiences, tasks and problem-solving feedback, coaching (formal and informal) and networks. Formal classroom courses, e-learning, seminars, and videos supplement this approach. A learning organisation with motivated employees contributes to efficient operations and has a positive impact on the financial performance. Personal development plans for all employees are integrated in the performance appraisal and review process. In 2021, the average hours of formal training recorded per employee was eight hours, consistent with previous years. Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 21 In 2021, approximately 1000 leaders completed two modules of the group’s continuous leadership development journey. The modules were 8-12 weeks in duration and focused on the group’s leadership expectations and leading in challenging times. Additional modules will be undertaken in 2022. Whistle blowing and anti-corruption In 2021, there were 28 whistles received related to allegations of fraud/corruption, data protection, health and safety, and HR related matters. In 26 of the whistles, the reported issues have been concluded with appropriate action taken, while two were pending a conclusion at year end. The COVID-19 situation has continued to be a challenge during 2021 for compliance activities that require travel and physical presence at our locations, such as investigations and audits. Scheduled internal business standards audits were postponed due to the situation, and follow up of potential irregularities were conducted by providing guidance and instructions to local and regional resources. Some internal fraud cases have been detected, with three cases being reported to the police. To continue competence building with employees, the new business standards program was rolled out in 2021 with a 100% participation rate. The program includes the areas of anticorruption, theft and fraud, whistleblowing, competition law and, personal data protection. A refresher version of this program will be rolled out in 2022. ENVIRONMENT Wilhelmsen works to manage environmental risks and reduce the environmental impact of our own and our customers’ operations. Significant aspects include greenhouse gas emissions; pollution to air, land and water, and biodiversity. When delivering full technical management, crewing and related services for all major vessel types, Wilhelmsen is in a good position to influence compliant, sensible, safe and environmentally sound operations for vessel owners. The ongoing goal is to work with customers to optimize vessel and voyage operations, collaboration on the decarbonisation of shipping, and development of alternative fuels including hydrogen. Operational sites and bases set environmental targets and improvement projects based on their individual site risk assessments. The operations for Wilhelmsen Chemicals and NorSea Group are certified according to the ISO 14001 standard. Focus areas include energy and emissions, material inputs, water use, waste and recycling, oil separators, tanks and chemical and handling. Activities related to energy transition and emissions reductions in NorSea Group include the installation of shore power, gradual electrification of the machine park, and supporting infrastructure development to contribute to the hydrogen and carbon capture value chains. Wilhelmsen promotes responsible consumption and recycling programs onboard and onshore and is proactive in reducing plastics in vessel operations by introducing requirements towards suppliers and facilitating industry initiatives to reduce single use plastics in the maritime industry. Developing leaders for the future To meet challenging and changing environments, Wilhelmsen is dependent on highly capable leaders. Climate risk and opportunities Wilhelmsen is exposed to physical and transition climate risks on a general basis and related to specific group companies. Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 22 The energy transition and the decarbonisation of shipping are the backdrop for the transition risks for the group, but also present significant opportunities. Wilhelmsen continues to work with partners to drive energy infrastructure transformation and maritime decarbonisation. This includes services to the offshore wind industry, projects related to zero emission and autonomous vessel operation, enabling the hydrogen value chain, and digital services. In 2021, Wilhelmsen established its greenhouse gas emissions inventory for scope 1 and 2 emissions in consolidated companies. Several data collection and reporting improvement actions have been identified to continue to build a robust reporting framework over time. The group established long term ambitions towards net zero emissions, and science-based targets for consolidated companies will be developed in 2022. CORPORATE GOVERNANCE The board believes sound corporate governance is a foundation for profitable growth and that it provides a healthy company culture. A good governance contributes to reducing risk and creating long-term value for shareholders and other stakeholders. Wilhelmsen observes the Norwegian Code of Practice for corporate governance, in addition to requirements specified in the Norwegian Public Companies Act and the Norwegian Accounting Act. The board’s corporate governance report for 2021 can be found on wilhelmsen.com. It is the board’s view that the company has an appropriate governance structure and that it is managed in a satisfactory way. The corporate governance report is to be considered by the annual general meeting on 27 April 2022. SUSTAINABILITY Wilhelmsen assesses environmental, social and governance (ESG) issues in its investment analysis, business decisions, ownership practices and financial reporting. The company has a sustainability policy that addresses human rights, working standards and environmental responsibility. UN Global Compact (UNGC) engagement Wilhelmsen subscribes to the ten principles of the UNGC and works actively to partner with other serious actors to contribute to the achievement of the Sustainable Development Goals. During 2021, the group contributed to task forces related to ocean health, climate, crew change challenges, and marine pollution. Sustainability governance The board is committed to a sustainable strategy and acknowledges that it is a vital prerequisite for Wilhelmsen to be a profitable and responsible player in the industry and society at large. Wilhelmsen issues an environmental, social and governance (ESG) report following the guidelines set forward in the Global Reporting Initiative’s sustainability reporting standards. The report describes how Wilhelmsen integrates ESG factors with long-term profitability. The ESG report is available on wilhelmsen.com. In 2021, the following areas received particular attention: • Ethics and anti-corruption. • Health, safety and wellness. • Cyber security. • Business offering and model innovation. • Decarbonisation of shipping and maritime services. • Renewable energy transition. • Reducing marine litter and pollution. The company’s achievements included: • Positive and consistent employee engagement, wellbeing and working environment results. • 100% employee completion of business standards program. • Strengthened cyber security maturity. • Several key investments and ongoing projects contributing to the decarbonisation of shipping and green growth. Materiality assessment The company conducts materiality assessments to ensure attention is focused on material aspects of the group’s business. In 2021, Wilhelmsen conducted a materiality assessment where 14 material topics were identified. The group determined four strategic topics of focus for activities and reporting. • Decarbonisation and green growth. • Health and safety. • Equality and diversity. • Compliance and value chain management. These topics will be integrated in the group’s strategy and reported in the ESG report. Stakeholder engagement The company is regularly in dialogue with key stakeholders who engage in issues relating to the maritime industry and the activities of the Wilhelmsen group. The dialogue contributes to understanding the expectations of the community and transferring them to the group. It also enables the company to communicate decisions to stakeholders and provide them with explanations for our underlying motives. In 2021, Wilhelmsen engaged in dialogues with governments, investors, non-governmental organisations and other stakeholders discussing topics related to the group or industry at large. Topics covered included financial issues, compliance, innovation, decarbonisation of shipping, renewable energy and ESG in general. The work of the nomination committee follows the guidelines approved by the annual general meeting on 30 April 2019. In line with the guidelines and the procedures described on wilhelmsen.com, shareholders and other interested parties have been invited to put forward candidates for the board and the nomination committee. The committee has also been in contact with shareholders, the board, and the company’s executive personnel as part of its work on proposing candidates for election. DIRECTORS AND OFFICERS LIABILITY INSURANCE Directors and Officers Liability Insurance (D&O) is for the 2021 accounting year placed with AIG, AXA XL and Risk Point. The Insured names Wilh. Wilhelmsen Holding ASA and includes any subsidiaries world-wide not excluded in the policy. The D&O insurance provides financial protection for the directors and officers of a company in the event that they are being sued in conjunction with the performance of their duties as they relate to the company. The insurance comprises the directors’ and officers’ personal legal liabilities, including defence- and legal costs. The cover also includes employees in managerial positions or employees who become named in a claim or investigation, or is named co-defendant. Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 23 ALLOCATION OF PROFIT, DIVIDEND, AND SHARE BUY BACK The board’s proposal for allocation of the net profit for the year is as follows: expansion into the container and tanker segments and offshore wind, mainly through joint ventures, will create a platform for further growth. Parent company accounts (NOK thousand) Profit for the year To equity Proposed dividend Interim dividend paid Total allocations 694 030 381 970 178 320 133 740 694 030 The board is proposing a NOK 4.00 dividend per share payable during the second quarter of 2022, representing a total payment of NOK 178 million. The board also proposes that the annual general meeting authorises the board to declare a second dividend of up to NOK 3.00 per share. The board is granted an authorisation to, on behalf of the company, acquire up to 10% of the company’s own issued shares. The authorisation is valid until the annual general meeting in 2022, but no longer than to 30 June 2022. In 2021, Wilhelmsen cancelled 537 092 own Class A shares and 1 286 732 own Class B shares acquired in 2019. The company presently do not own any own shares. Outlook for New Energy The formation of the New Energy segment in 2021 brough together a number of Wilhelmsen companies, joint ventures and partnerships with unique competencies which complement each other. Focus will be on creating new opportunities and collaborations in renewables, zero-emission shipping, and marine digitalisation. At the start of 2022, the two largest operations are in NorSea Group and Edda Wind ASA. NorSea Group, where Wilhelmsen has a 75.2% shareholding, provides supply bases and integrated logistics solution to the offshore industry The present offshore activity level is expected to remain in the medium term, including seasonal variations. Edda Wind ASA, where Wilhelmsen has a 25.7% shareholding, provides service to the global offshore wind industry. Early 2022, Edda Wind ordered three new vessels, increasing its future fleet capacity from eight to 11 vessels. Edda Wind expects that having a number of vessels under construction with attractive delivery dates and firm cost places the company in a favorable position. In February, Wilhelmsen agreed to acquire a 21% stake in Reach Subsea ASA. Reach Subsea operates remotely-operated underwater vehicles, and is listed on Oslo Børs. OUTLOOK Group business drivers and strategic focus Wilhelmsen’s ambition is to develop successful businesses within maritime services, shipping, logistics, renewables, and related infrastructure through active ownership. Outlook for Strategic Holdings and Investments This includes the strategic holdings in Wallenius Wilhelmsen ASA and Treasure ASA, other financial and non-financial investments, and other activities reported under the Strategic Holdings and Investments segment. Since last year’s strategic review, “facts on the ground” have changed, warranting a greater macroeconomic focus. The board and management have in its latest strategic review decided to focus on inflation and its potential implications for the group, in addition to broader macroeconomic developments, the energy transition, and technological developments. The impact on Wilhelmsen from the invasion of Ukraine is uncertain. The group has limited direct operations in Ukraine and Russia. Outlook for Maritime Services Maritime Services deliver value creating solutions to the global merchant fleet, and with Ships Service and Ship Management as the two main operating entities. In 2022, Ships Services will be re-organized and Ships Agency activities separated into a new entity named Port Services. Ships Service, after separating out Ships Agency and certain other activities, deliver a wide range of products to the merchant fleet globally. The present high activity level within most shipping segments has a positive impact on operating income, and with an upside potential related to activity level within cruise. Wallenius Wilhelmsen ASA, where Wilhelmsen has a 37.8% shareholding, is a market leader in shipping and logistics services to the global automotive, rolling equipment, and breakbulk industries. Wallenius Wilhelmsen expects the supply-demand balance in its shipping activities to remain favorable over the mid-term, and for logistics volumes to benefit from improved automotive semiconductor chip supply. Treasure ASA, where Wilhelmsen has a 74.8% shareholding, is an investment company with an 11% shareholding in Hyundai Glovis as the main asset. Treasure ASA expects the value of its main asset to fluctuate in line with the general equity indexes of the Korean Stock Exchange. Outlook for the Wilhelmsen group Wilhelmsen holds leading positions in several maritime industry segments. The combined forces of extensive business knowledge, global network, innovative organisation, and strong solidity will continue to support the development of the group. Lysaker, 23 March 2022 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Port Services (previously Ships Agency) deliver husbandry and agency services in 2 000 ports globally. The safe handling of services during a pandemic will continue to impact the operation in 2022. Ship Management provides full technical management, crewing and related services for all major vessel types. Recent Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Trond Westlie Thomas Wilhelmsen (group CEO) Group — Director’s reportGroup — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 24 3 Accounts and notes – group Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 25 Environmentally focused Wilhelmsen works to manage environmental risks and reduce the environmental impact of our own and our customers’ operations. Our net zero ambitions for 2030 and beyond show our practical commitment to this. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 26 Income statement Wilh.Wilhelmsen Holding Group USD mill Operating revenue Other income Total income Operating expenses Cost of goods and change in inventory Employee benefits Other expenses Depreciation, amortisation and impairment Total operating expenses Operating profit Share of profit/(loss) from joint ventures and associates Change in fair value financial assets Financial income Financial expenses Profit before tax Tax income/(expense) Profit for the period Of which: Profit attributable to the equity holders of the company Profit/(loss) attributable to non-controlling interests Note 1/3/20 1 15 6 1/20 7/8 4 14 1 1 9 2021 2020 873 2 874 (277) (321) (136) (68) (801) 73 101 (107) 42 (43) 66 (13) 53 72 (20) 807 5 812 (243) (299) (131) (78) (751) 60 (50) 192 46 (44) 205 (27) 178 117 61 Basic / diluted earnings per share (USD) 10 1.63 2.63 Comprehensive income Wilh.Wilhelmsen Holding Group USD mill Profit for the year Items that may be reclassified to the income statement Cash flow hedges (net after tax) Comprehensive income from associates Currency translation differences Items that will not be reclassified to the income statement Remeasurement postemployment benefits, net of tax Other comprehensive income, net of tax Total comprehensive income for the year Total comprehensive income attributable to: Equity holders of the company Non-controlling interests Total comprehensive income for the year Note 2021 2020 53 178 19 11 4 4 (44) 1 (35) 17 41 (23) 17 (3) (4) 33 (3) 23 200 141 59 200 Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 27 Balance sheet Wilh.Wilhelmsen Holding Group USD mill ASSETS Non current assets Deferred tax assets Properties and other tangible assets Goodwill and other intangible assets Right-of-use assets Investments in joint ventures and associates Financial assets to fair value Other non current assets Total non current assets Current assets Inventories Current financial investments Other current assets Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Equity Paid-in capital Retained earnings and other reserves Shareholders' equity Non-controlling interests Total equity Non current liabilities Pension liabilities Deferred tax liabilities Non current interest-bearing debt Non current lease liabilities Other non current liabilities Total non current liabilities Current liabilities Current income tax Public duties payable Current interest-bearing debt Current lease liabilities Other current liabilities Total current liabilities Total equity and liabilities Note 31/12/2021 31/12/2020 9 7 7 8 4 14/19 12 15 16/19 12/17 17 11 9 18/19 8/18 9 18/19 8/18 12 64 542 135 155 1 093 688 25 2 702 93 135 287 231 746 55 560 141 177 973 801 28 2 736 84 124 274 269 751 3 448 3 488 118 1 891 2 009 221 2 230 26 11 203 139 17 396 13 13 270 30 495 821 3 448 122 1 886 2 008 257 2 265 25 12 426 161 23 647 14 14 38 31 478 576 3 488 Lysaker, 23 March 2022 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Trond Westlie Thomas Wilhelmsen (group CEO) Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 28 Cash flow statement Wilh.Wilhelmsen Holding Group USD mill Note 2021 2020 Cash flow from operating activities Profit before tax Share of (profit)/loss from joint ventures and associates Changes in fair value financial assets Financial (income)/expenses Depreciation, amortisation and impairment Other (gain)/loss Change in net pension asset/liability Change in inventories Change in working capital Tax paid (company income tax, withholding tax) Net cash provided by operating activities Cash flow from investing activities Dividend received from joint ventures and associates Proceeds from sale of fixed assets Investments in tangible and intangible assets Investments in subsidaries, joint ventures and associates Loans granted to joint ventures and associates Loan repayments received from sale of subsidiaries Proceeds from dividend and sale of financial investments Purchase of current financial investments Interest received Changes in other investments Net cash flow from investing activities Cash flow from financing activities Net proceeds from issue of debt after debt expenses Repayment of debt Repayment of lease liabilities Interest paid including interest derivatives Interest paid lease liabilities Cash from/(to) financial derivatives Dividend to shareholders/purchase of own shares Net cash flow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at 31.12 4 14 1 7/8 1 4 7 1 18 18 8 1 1/8 66 (101) 107 1 68 (2) 1 (13) 8 (14) 122 13 26 (45) (36) (16) 2 62 (54) 1 (6) (53) 70 (71) (30) (15) (9) 7 (58) (106) (37) 269 231 205 50 (192) (2) 78 (5) 1 70 (9) 194 21 7 (37) (34) 146 (62) 1 41 19 (60) (18) (18) (10) (14) (18) (119) 115 153 269 The group is located and operating world wide and every entity has several bank accounts in different currencies. The cash flow effect from revaluation of cash and cash equivalents is included in net cash flow provided by operating activities. Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 29 Equity Wilh.Wilhelmsen Holding Group CONSOLIDATED STATEMENT OF CHANGES IN EQUITY USD mill Balance at 31.12.2020 Comprehensive income for the period: Profit for the period Other comprehensive income Total comprehensive income for the period Transactions with owners: Liquidation of own shares Change in non-controlling interests Purchase of own shares Treasure ASA * Paid dividend to shareholders Balance at 31.12.2021 * Treasure ASA holds 6 000 000 shares 31 December 2021. USD mill Balance at 31.12.2019 Comprehensive income for the period: Profit for the period Other comprehensive income Share capital Own shares Retained earnings Total Non- controlling interests Total equity 122 (4) 1 890 2 008 257 2 265 0 (4) 0 4 72 (32) 41 10 (8) (42) 72 (32) 41 0 10 (8) (42) 118 0 1 891 2 009 (20) (3) (23) (4) (8) 221 53 (35) 17 0 6 (8) (50) 2 230 Share capital Own shares Retained earnings Total Non- controlling interests Total equity 122 (4) 1 761 1 880 202 2 082 Total comprehensive income for the period 0 0 117 24 141 117 24 141 Transactions with owners: Change in non-controlling interests Purchase of own shares Treasure ASA * Dividends Balance at 31.12.2020 * Treasure ASA acquired 3 965 000 shares during 2020. 122 (4) 1 890 2 008 (3) (9) (3) (9) 61 (1) 59 (1) (3) 257 178 23 200 (1) (3) (13) 2 265 Dividend for fiscal year 2020 was NOK 8.00 per share and was paid in April 2021 (NOK 5.00 per share) and in December 2021 (NOK 3.00 per share). Dividend for fiscal year 2019 was NOK 2.00 per share and was paid in May 2020. The proposed dividend for fiscal year 2021 is NOK 4.00 per share, payable in the second quarter 2022. A decision on the proposal will be taken by the annual general meeting on 27 April 2022. The proposed dividend is not accrued in the year-end balance sheet. The dividend will have effect on retained earnings in second quarter 2022. Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 30 General accounting principle Wilh. Wilhelmsen Holding group Most statements of financial position items will be affected by uncertainty related to estimates and assumption to a certain degree. The items most affected, and where estimates and assumptions are assessed to have the greatest significance include: • Deferred tax asset (Note 9) • Goodwill (Note 7) • Right-of-use-assets and lease liabilities (Note 8) • Loss allowance on accounts receivable (Note 13) • Provisions and other non-current liabilities (Note 12) Accounting principles applied, estimates and assumptions used by management are presented in the respective notes. Financial reporting principles The financial reporting principles are described in the relevant notes in the consolidated financial statements and in the notes in the financial statements of the parent company. The financial reporting principles described in the consolidated financial statements also apply to the financial statements of the parent company, unless otherwise stated. GENERAL INFORMATION Wilh. Wilhelmsen Holding ASA (referred to as the parent company) is domiciled in Norway. The consolidated accounts for fiscal year 2021 include the parent company and its subsidiaries (referred to collectively as the group) and the group’s share of joint ventures and associated companies. The annual accounts for the group and the parent company were issued by the board of directors on 23 March 2022. BASIS OF PREPARATION Compliance with IFRS The consolidated accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS), as endorsed by the European Union. The separate financial statements for the parent company have been prepared and presented in accordance with simplified IFRS as approved by Ministry of Finance 10 December 2019. In the separate statements the exception from IFRS for recognition of dividends and group contributions is applied. Otherwise, the explanations of the accounting policy for the group also apply to the separate statements, and the notes to the consolidated financial statements will to a large degree also cover the separate statements. Wilhelmsen also provides additional disclosures in accordance with requirements in the Norwegian Accounting Act related to remuneration to the board and the senior management. The company is a public limited liability company, listed on Oslo Børs. Critical accounting estimates and assumptions When preparing the financial statements, the group and the parent company must make assumptions and estimates. These estimates are based on the actual underlying business, its present and forecast profitability over time, and expectations about external factors such as interest rates, foreign exchange rates and oil prices which are outside the group’s and parent company’s control. This presents a substantial risk that actual conditions will vary from the estimates. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 31 Note 1 Combined items, income statement USD mill OPERATING REVENUE Ships Service New Energy Ship Management and Crewing Other services Total operating revenue OTHER INCOME Other gain/(loss) Total other income OTHER EXPENSES Office expenses Communication and IT expenses External services Travel and meeting expenses Marketing expenses Lease expenses Other operating expenses Total other expenses Financial items Investment management Interest income Dividend from financial assets Other financial items Net financial items Financial expenses Interest expenses Interest expenses lease liabilities Other financial expenses Net financial expenses Financial - currency gain/(loss) Operating currency - net Financial currency - net Derivatives for hedging of cash flow risk - realised Derivatives for hedging of cash flow risk - unrealised Net financial - currency gain/(loss) Financial income/(expenses) Spesification of financial income and expenses Net financial items Net financial currency Net currency derivatives Financial income Net financial - interest expenses Net financial currency Net currency derivatives Financial expenses See note 19 on financial risk and the section of the accounting policies concerning financial derivatives. Note 2021 2020 2/3 2/3 2/3 2/3 20 8 20 8 497 310 55 11 873 2 2 (14) (33) (24) (4) (2) (16) (43) 480 260 47 19 807 5 5 (11) (31) (22) (4) (2) (12) (49) (136) (131) 21 1 16 4 42 (15) (9) (6) (30) 13 (12) 7 (21) (13) (1) 42 1 42 (30) (14) (43) 13 1 16 1 31 (18) (10) (8) (36) (4) (3) (14) 29 7 2 31 15 46 (36) (7) (44) Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 32 Note 2 Segment reporting FINANCIAL REPORTING PRINCIPLES The operating segments are reported in a manner consistent with the internal financial reporting provided to the chief operating decision-makers. The chief operating decision-makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the board and group management team, consisting of the group chief executive officer (group CEO) and four executive managers. SEGMENTS The chief operating decision-makers monitor the business by combining entities with similar operational characteristics such as product, services, market and underlying asset base, into operating segments. The Strategic Holdings and Investments segment includes the parent company, Wilh. Wilhelmsen Holding ASA, Treasure ASA group, Wilh Wilhelmsen Invest Malta and other corporate group activities like operational management, legal, finance, portfolio management, communication and human relations) which fail to meet the definition for other core activities. The Maritime Services segment offers marine products, ship agency services and logistics to the merchant fleet and ship management including manning for all major vessel types, through a worldwide network of 239 offices in 60 countries. The group’s investments in Wallenius Wilhelmsen ASA (WAWI) is presented as part of Strategic Holdings and Investments as investments in associates. The New Energy segment includes the NorSea Group and other New Energy activities. The activity is mainly related to the operation of supply bases for the offshore industry in Norway, as well as real estate development and operation of properties both on and off the supply bases. In addition to the activity in Norway, the segment offers its services in both Denmark and in the UK. The international activity consists of both operation of supply bases, maintenance of rigs and handling of logistics related to international pipeline projects and windmill parks. Other activities within the segment includes technical management and crew management for the offshore wind market and digital solution to the shipping industry. Eliminations are between the group’s three segments mentioned above. The segment income statement are measured in the same way as in the financial statements. The segment information provided to the chief operating decision-makers for the reportable segments for the year ended 31 December 2021 is as follows: USD mill Maritime Services New Energy Strategic Holdings and Investments Eliminations Total 2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020* INCOME STATEMENT Operating revenue Gain on disposals of assets Total income Cost of goods and change in inventory Employee benefits Other expenses Operating profit/(loss) before depreciation, amortisation and impairment Depreciation and impairment Operating profit 555 2 557 (185) (200) (83) 89 (27) 62 531 2 533 (160) (194) (89) 89 (38) 52 310 310 (91) (106) (53) 60 (36) 24 Share of profit/(loss) from associates 5 2 10 Changes in fair value financial assets Net financial income/(expenses) Profit before tax Tax income/(expense) Profit for the period Non-controlling interests (19) 48 (10) 38 (14) 39 (19) 20 Profit to the equity holders of the company 38 19 * Restated figures due to new segment reporting. New Energy; one customer represents about 20% of the total revenue. (18) 17 (3) 14 7 8 274 3 277 (83) (93) (46) 55 (35) 20 12 (2) (17) 13 (3) 10 3 7 17 13 17 13 (9) (9) (11) (11) (1) (15) (9) (8) (5) (13) 85 (107) 35 0 (1) (0) (27) 27 (1) (12) (6) (6) (5) (11) (63) 194 33 153 (5) 148 57 91 9 11 (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) 873 2 874 (277) (321) (136) 141 (68) 73 101 (107) (1) 66 (13) 53 (20) 72 807 5 812 (243) (299) (131) 138 (78) 60 (50) 192 2 205 (27) 178 61 117 2021 Total income USD mill 2021 Profit before tax USD mill 2020 Total income USD mill 2020 Profit before tax USD mill 17 310 557 48 17 0 13 277 153 533 39 13 Maritime Services New Energy Strategic Holdings and Investments Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 33 Cont. note 2 Segment reporting The amounts provided to the chief operating decision-makers with respect to total assets, liabilities and equity are measured in the same way as in the financial statements. USD mill Maritime Services New Energy Strategic Holdings and Investments Eliminations Total 31.12.21 31.12.20 31.12.21 31.12.20 31.12.21 31.12.20 31.12.21 31.12.20 31.12.21 31.12.20 BALANCE SHEET Assets Deferred tax asset Intangible assets Tangible assets Right of use assets Investments in joint ventures and associates Financial assets to fair value Other non current assets Current financial investments Other current assets Cash and cash equivalents Total assets Equity and liabilities Shareholders' equity Equity non-controlling interests Deferred tax Interest-bearing debt Leasing debt Other non current liabilities Other current liabilities Total equity and liabilities 48 129 158 29 24 9 307 174 878 185 (1) 11 200 31 25 426 878 40 134 177 42 22 10 5 282 174 887 208 (2) 12 199 45 24 400 887 7 6 367 92 183 23 80 7 7 7 381 118 153 10 72 12 9 17 34 886 688 2 135 7 50 8 1 2 18 798 801 8 119 14 82 (2) (9) (14) (10) 64 135 542 155 1 093 688 25 135 380 231 55 141 560 177 973 801 28 124 359 269 765 760 1 828 1 853 (23) (12) 3 448 3 488 254 64 246 103 10 89 204 56 265 130 16 89 1 570 1 596 158 203 27 35 17 21 20 8 27 765 760 1 828 1 853 2 009 2 008 221 11 473 169 43 522 257 12 464 192 48 506 3 448 3 488 (9) (14) (23) (2) (10) (12) Investments in tangible assets 11 15 11 21 27 1 49 37 31.12.21 Shareholders’ equity 31.12.20 Shareholders’ equity 9% 13% 10% 8% Maritime Services New Energy Strategic Holdings and Investments 78% 81% Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 34 Cont. note 2 Segment reporting The amounts provided to the chief operating decision-makers with respect to cash flows are measured in a manner consistent with that of the balance sheet. USD mill CASH FLOW Profit before tax Changes in fair value financial assets Share of (profit)/loss from joint ventures and associates Net financial (income)/expenses Depreciation, amortisation and impairment Change in working capital Other (gain)/loss Net cash provided by operating activities Dividend received from joint ventures and associates Net sale/(investments) in fixed assets Net sale/(investment) and repayment/(granted loan) to entities Net investments in financial investments Net changes in other investments Net cash flow from investing activities Net change of debt Net change in other financial items Net dividend from other segments/ to shareholders Net cash flow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of period GEOGRAPHICAL AREAS Total Income Area income is based on the geographical location of the company and include gains from sale of assets. Total assets Area assets are based on the geographical location of the assets. The group’s investment in Hyundai Glovis is classified in the geographical segment Asia & Africa. Investments in tangible assets Area capital expenditure is based on the geographical location of the assets. Europe Oceania Asia & Africa America Maritime Services New Energy Strategic Holdings and Investments 2021 2020 2021 2020 2021 2020 17 (10) 18 36 2 63 9 (19) (35) 1 1 (43) (7) (15) (2) (24) (5) 12 7 48 (5) 19 27 (10) (2) 77 3 (2) 4 (6) (1) (10) (6) (61) (77) (1) 174 174 39 (2) 14 38 31 8 128 4 (10) (5) 1 (10) (13) (20) (24) (56) 62 113 174 2021 Total income 3% 30% 8% 2021 Total assets 1% 17% 1% 59% 81% (1) 107 (84) (35) 5 (13) (21) (1) (1) 18 (1) 15 17 4 (47) (26) (32) 82 50 153 (194) 63 (33) 5 (19) (25) 98 97 (25) (6) 9 (22) 51 31 82 2020 Total income 3% 2020 Total assets 1% 58% 71% 13 2 (12) 19 35 17 (3) 70 17 (17) (26) 1 (25) (25) (16) (3) (45) 1 11 12 31% 7% 28% 1% 2021 Investment in tangible assets 2020 Investment in tangible assets 14% 1% 85% 2% 26% 2% 71% Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 35 Note 3 Revenue from contracts with customers FINANCIAL REPORTING PRINCIPLES Revenue derived from customer contracts in scope of IFRS 15 Revenue from contracts with customers are assessed using the five-step model, where only customer contracts with a firm commitment is used as basis for revenue recognition. Revenue from contracts with customers is recognised upon satisfaction of the performance obligation for the transfer of goods and services in each such contract. The revenue amount recognised is equal to the consideration the group expects to be entitled in exchange for the goods and services. OPERATING REVENUE USD mill Revenue segments Maritime Services New Energy Marine Products Ships Agency Technical/ crewing manage- ment Other Infra- structure Shipping/ technology Revenue from external customers Total Timing of revenue recognition At a point in time Over time Total Revenue from external customers Total Timing of revenue recognition At a point in time Over time Total 348 348 348 348 321 321 321 321 126 126 126 126 117 117 117 117 54 54 54 54 59 59 59 59 26 26 23 3 26 45 45 42 3 45 271 271 271 271 248 248 248 248 2 2 2 2 0 0 Wind 37 37 37 37 12 12 12 12 Strategic Holdings and Investments Elimination Total Other 17 17 17 17 14 14 (9) (9) (9) (9) (10) (10) 14 (10) 14 (10) 2021 873 873 379 493 873 2020 807 807 367 439 807 MARITIME SERVICES Marine Products - Sale of goods The group offers a wide range of products to the maritime industry. The products are delivered to the customer at vessel or warehouse, which is also the point in time where control transfers to the customer and revenue is recognised net of any discounts. Some customers are entitled to retrospective volume discounts based on aggregate sales over a defined period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method, and revenue is only reconised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in other current liabilities) is recongised for expected volume discounts payable to custom- ers in relations to sales made until the end of the reporting period. The contracts typically has payment terms of 30 days after delivery, and no significant financing component is identified. Ships Agency - Sale of services The group offers ships agency services coverering 2 200 port locations world wide. The agents facilitates efficent port calls for vessels, by procuring goods and services on behalf of the customers and to assist with required permits and custom decla- ration assocuated with the port call. Prior to the port call, the customer is required to make available funds for the expected disbursements (pre funding). Following the completion of the services the group prepare a final disbursement account to the customer documenting all disbusement for the port call. The group is only acting as an agent, and control of goods and services transfers directly from the relevant suppliers to the customer. The group does not have inventory risk or the discretion on establishing prices. For the services rendered, the group is entitled to a fee that consist of a payment based on services delivered to customer. Technical / crewing management Wilhelmsen Ship Management (WSM) offers technical management and crew management for all vessel segments. The contract durations follow industry standards, and will usually include an annual compensation payable in monthly arreas, in addition the ship owner is charged a monthly fee per crew onboard the vessel. The ship owner simultaniously receives and consumes the benefits provided by the entity, and hence revenenue is recognised over time. Since WSM has the right to invoice the services delivered at the end of each month, this is also the basis for revenue recognition. The invoices are payable 30 days after the end of each month. NEW ENERGY Infrastructure The New Energy segment, including the NorSea Group operates supply bases and provide integrated logistics solution to the offshore industry. Revenues from external customers come from sale of services to the offshore industry (Operations), from the rental of properties (Property) and from the sale of services to other industries (Other). The duration of the operations contracts varies from 3 to 10 years. The pricing of the contracts are mainly based on delivered quantity via supply bases. The group is a lessor for parts of the properties located on or near the bases. This is typically warehouses and some office facilities. This is ordinary operational lease contracts with a typical duration of 2 to 7 years. For contracts with a duration of more than one year the rent is adjusted annually based on commonly used indexes. Lease revenue is usually recognised on a straight line basis over the lease term. Shipping/technology The group provides a range of technology and digital solutions to the shipping industry. Revenue is recognised net of any discounts at delivery. Revenue is recognised based on time and place of delivery, and transfer of control, or services rendered, and depend on agreed delivery terms but usually when the customer receives the goods and services. Wind The group provides technical management and crew management for the offshore wind market. The contracts have a typical duration of five years. The custmers simultaniously receives and consumes the benefits provided by the group, and hence revenenue is recognised over time. The invoices are payable 30 days after the end of each month. STRATEGIC HOLDINGS AND INVESTMENTS The operation revenue is related to inhouse services to external customers as office rent and canteen services. INFORMATION ABOUT TRANSACTION PRICE ALLOCATED TO UNSATISFIED PERFORMANCE OBLIGATIONS In general the contracts with customers are of a short term nature, except for the framework agreements described under New Energy Infrastructure and Ship Management. For infrastructure the framework agreements can be for a period of up to 10 years, but do not define any minimum volume. For Ship Management contracts the customer can terminate the contract without cause on a 3 months basis. Because of this there is no significant unsatisfied performance obligations as of year end. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 36 Note 4 Investments in joint ventures and associates FINANCIAL REPORTING PRINCIPLES Associates Associates are all entities over which the group has significant influence but not control or control jointly. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting after initially being recognised at cost in the consolidated balance sheet. Joint arrangement Under IFRS 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The group has assessed the nature of its joint arrangements and determined them to be joint ventures. Interests in joint ventures are accounted for using the equity method after initially being recognised at cost in the consolidated balance sheet. Equity method Under the equity method of accounting, the investments are initially recognised at cost and adjusted subsequently to recognise the group’s share of the post- acquisition profits after tax of the investee in income statement, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. Sale and dilution of the share of associate companies is recognised in the income statement when the transactions occur for the group. Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group. The carrying amount of equity-accounted investments is tested for impairment when impairment indicators are present. When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. If the ownership interest in a joint venture or an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. INVESTMENTS IN ASSOCIATED COMPANIES Strategic Holdings and Investments Wallenius Wilhelmsen ASA (WAWI) Maritime Services - companies with significant shares of profits Almoayed Wilhelmsen Ltd Wilhelmsen Huayang Ships Services (Shanghai) Co Ltd Wilhelmsen Huayang Ships Services (Beijing) Co Ltd Diana Wilhelmsen Management Limited Barwil Arabia Shipping Agencies SAE Wilhelmsen Ships Service Georgia Ltd Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG Verwaltung Wilhelmsen Ahrenkiel GmbH Wilhelmsen Ahrenkiel Ship Management B.V Barklav (Hong Kong) Ltd BWW LPG Limited Alghanim Barwil Shipping Co-Kutayba Yusuf Ahmed & Partner WLL Wilhelmsen Ships Service Lebanon S.A.L. BWW LPG Sdn. Bhd. Wilhelmsen Ships Service (Private) Limited Wilhelmsen-Smith Bell Shipping Inc Wilhelmsen-Smith Bell (Subic) Inc. Wilhelmsen-Smith Bell Manning, Inc. Perez Torres - Portugal Lda Wilhelmsen Hyopwoon Ships Services Ltd Barklav S.R.L. Binzagr Barwil Maritime Transport Co Ltd Krew-Barwil (Pty) Ltd Wilhelmsen Ships Service LLC Barwil Abu Dhabi Ruwais LLC Barwil Dubai LLC Denholm Port Services Limited Wilhelmsen Sunnytrans Co Ltd Country Norway Bahrain China China Cyprus Egypt Georgia Germany Germany Netherlands Hong Kong Hong Kong Kuwait Lebanon Malayisia Pakistan Philippines Philippines Philippines Portugal Republic of Korea Romania Saudi Arabia South Africa United Arab Emirates United Arab Emirates United Arab Emirates United Kingdom Vietnam 2021 2020 Voting share/ownership 37.8% 37.8% 50.0% 49.0% 50.0% 50.0% 35.0% 50.0% 50.0% 50.0% 50.0% 50.0% 49.0% 49.0% 49.0% 49.0% 50.0% 25.0% 25.0% 25.0% 50.0% 50.0% 50.0% 50.0% 49.0% 43.0% 50.0% 50.0% 40.0% 49.0% 50.0% 50.0% 50.0% 50.0% 35.0% 50.0% 50.0% 50.0% 50.0% 50.0% 49.0% 49.0% 49.0% 49.0% 50.0% 25.0% 25.0% 25.0% 50.0% 50.0% 50.0% 50.0% 49.0% 43.0% 50.0% 50.0% 40.0% 50.0% Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 37 Cont. note 4 Investments in joint ventures and associates New Energy - companies with significant shares of profits Dolittle AS Massterly AS Edda Wind ASA Risavika Eiendom AS Hammerfest Næringsinvest AS Strandparken Holding AS Eldøyane Næringspark AS Risavika Havnering 14 AS Country Norway Norway Norway Norway Norway Norway Norway Norway An overview of actual equity holdings can be found in the presentation of company structure on page 100. USD mill Share of profit/(loss) from associates WAWI group Associates Maritime Services Associates New Energy Share of profit/(loss) from associates Book value of material associates WAWI group Specification of share of equity and profit/loss: Share of equity at 01.01 Share of profit for the year Acquisition of associates in New Energy Dividend Disposals associates Financial derivatives in associates Other comprehensive income Share of equity at 31.12 2021 2020 Voting share/ownership 45.9% 50.0% 25.7% 42.0% 32.3% 33.1% 37.9% 0.0% 45.9% 50.0% 25.0% 42.0% 32.3% 33.1% 37.9% 33.3% 2021 2020 85 5 90 (63) 1 2 (60) 886 798 842 90 36 (4) 5 (5) 964 883 (60) 25 (5) (1) (4) 4 842 There are no contingent liabilities relating to the group’s interest in the associates. The group acquired 25% of Østensjø Group’s offshore wind company Edda Wind in 2020 and additional 25% in 2021. Edda Wind ASA was listed on Oslo Børs on the 26th of November 2021 and the group was diluted to an ownership share of 25.66%. Edda Wind owns and operates service vessels supporting the maintenance work conducted during the commissioning and operation of offshore wind parks. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 38 Cont. note 4 Investments in joint ventures and associates Set out below are the summarised financial information for, on a 100% basis, for WAWI group, which, in the opinion of the directors, is the material associates to the group. Associates not considered to be material is defined under “other” (on a 100% basis). USD mill SUMMARISED STATEMENT OF COMPREHENSIVE INCOME Total income Operating expenses Net operating profit Finance income & expenses Profit before tax Tax income/(expense) Profit/(loss) after non-controlling interests Other comprehensive income Total comprehensive income (shareholder's equity) The group’s share of dividend from associates USD mill SUMMARISED BALANCE SHEET Non current assets Other current assets Cash and cash equivalents Total assets Non current financial liabilities Other non current liabilities Current financial liabilities Other current liabilities Non-controlling interest Total liabilities Net assets WAWI group Other 2021 2020 2021 2020 3 884 (3 578) 306 (108) 198 (23) 133 16 149 2 958 (3 041) (84) (222) (306) 4 (286) (1) (287) 104 (82) 23 (1) 22 (1) 21 (2) 18 4 65 (55) 10 (1) 9 (1) 8 (3) 5 5 WAWI group Other 31.12.2021 31.12.2020 31.12.2021 31.12.2020 6 315 769 710 7 794 2 158 1 437 515 880 266 6 391 582 655 7 628 1 924 1 995 282 812 224 5 256 5 238 2 539 2 391 251 70 148 470 125 8 93 4 231 239 155 47 94 296 101 14 67 5 188 108 The information above reflects the 100% amount presented in the financial statements of the associates, adjusted for differences in accounting policies between the group and the associates. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 39 Cont. note 4 Investments in joint ventures and associates USD mill RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION Net asset at 01.01 Profit for the period Net assets of acquired associates Proceed from IPO Other comprehensive income Disposal Transaction with non controlling interests Dividend Net assets at 31.12 The group’s share Currency Fair value adjustment vessel and goodwill * Carrying value at 31.12 WAWI group Other 31.12.2021 31.12.2020 31.12.2021 31.12.2020 2 391 133 16 (1) 2 682 (286) (1) (4) 2 539 2 391 960 (2) (72) 886 904 2 (108) 798 108 19 52 77 (2) (15) 239 72 7 79 34 8 80 (3) (10) 108 38 6 44 * The share price of Wallenius Wilhelmsen ASA (WAWI) at the merger (April 2017) was lower than booked equity in WAWI. The group market value of the investment in Wallenius Wilhelmsen ASA at 31 December 2021 was USD 918 million (2020: USD 435 million). WAWI is a separately listed company on Oslo Børs. The market capitalisation of its shares at year end is 4% higher (2020: 45% lower) than the carrying amount of the invest- ment, as accounted for under the equity method. The group has not identified any impairment indicators for the investment. Reconciliation of the group’s income statement and balance sheet USD mill Share of profit from joint ventures Share of profit/(loss) from associates Share of profit/(loss) from joint ventures and associates Share of equity from joint ventures Share of equity from associates Share of equity from joint ventures and associates 2021 2020 11 90 101 129 964 1 093 11 (60) (50) 131 842 973 The group’s share of profit, after tax from joint ventures and associates is recognised in the income statement as financial income. All joint ventures and associates are equity consolidated. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 40 Cont. note 4 Investments in joint ventures and associates INVESTMENTS IN JOINT VENTURES New Energy Coast Center Base AS (CCB) KS Coast Center Base (CCB) CCB Energy Holding AS Vikan Næringspark AS Maritime Services Wilhelmsen Ahrenkiel group Country Norway Norway Norway Norway Germany 2021 2020 Voting share/ownership 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% Coast Center Base AS is a joint venture between NorSea Group and Bernh. Larsen Holding AS and was established in 1998. It delivers services related to logistics, quay, project and maintenance to the offshore industry in addition to maritime industry. The group acquired 50% stake in Ahrenkiel Steamship in 2020, within the container segment in particular, ship management. Ahrenkiel Steamship is the technical container ship manager within the MPC Capital Group. KS Coast Center Base AS is a joint venture between NorSea Group and Bernh. Larsen Holding AS and was established in 1973. It is mainly a property company owning infrastructure rented out to Coast Center Base AS. CCB Energy Holding AS is a joint venture between NorSea Group and Bernh. Larsen Holding AS and was established in 2020. It owns shares in companies involved in production of hydrogen and climate netural solutions. Vikan Næringspark AS is a joint venture between NorSea Group and Kristiansund Baseselskap AS. It owns property that is rented out to Vestbase AS, a subsidiary of NorSea Group, in Kristiansund. All companies are private companies and there are no quoted market price available for the shares. There are no material contingent liabilities relating to the group’s interest in the joint ventures. USD mill Summarised financial information - according to the group's ownership 2021 2020 Share of total income Share of operating expenses Share of depreciation Share of net financial items Share of tax expense Share of profit for the year Share of equity (equity method) Book value Excess value (goodwill) Investments in Joint Ventures USD mill Joint ventures' assets, equity and liabilities (group's share of investments) Share of non current assets Share of cash and cash equivalents Share of current assets Total share of assets Share of equity Share of profit for the period Dividend received/repayments of share capital Currency translation differences Share of equity at 31.12 Share of non current financial liabilities Share of other non current liabilities Share of current financial liabilities Share of other current liabilities Total share of liabilities Total share of equity and liabilities 83 (60) (7) (3) (2) 11 68 61 129 76 (54) (7) (3) (2) 11 67 64 131 2021 2020 152 7 25 184 67 10 (8) (1) 68 83 2 1 29 116 184 187 32 5 224 76 11 (21) 1 67 100 7 14 36 158 224 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 41 Cont. note 4 Investments in joint ventures and associates Set out below are the summarised financial information, on a 100% basis, for Coast Center Base (CCB), which, in the opinion of the directors, is a material joint venture to the group. Joint venture not considered to be material, is defined under ”other” (on a 100% basis). USD mill SUMMARISED STATEMENT OF COMPREHENSIVE INCOME Total income Operating expenses Net operating profit Financial income/(expenses) Profit before tax Tax income/(expense) Profit after non-controlling interests Other comprehensive income Total comprehensive income The group’s share of dividend from joint ventures USD mill SUMMARISED BALANCE SHEET Non current assets Other current assets Cash and cash equivalents Total assets Non current financial liabilities Other non current liabilities Current financial liabilities Other current liabilities Total liabilities Net assets CCB Other 2021 2020 2021 2020 156 143 11 10 (132) (119) 24 (5) 19 (2) 17 17 7 23 (5) 18 (2) 16 16 15 (2) 8 (2) 7 (1) 5 5 1 (2) 8 (2) 6 (1) 5 5 2 CCB Other 31.12.2021 31.12.2020 31.12.2021 31.12.2020 192 51 12 254 96 2 65 163 91 256 61 8 325 124 12 27 67 230 95 122 20 3 145 73 2 2 4 81 63 130 10 3 143 75 2 2 5 85 59 The information above reflects 100% of the amounts presented in the financial statements of the joint ventures, adjusted for any differences in accounting policies between the group and the joint ventures. USD mill RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION Opening net asset at 31.12 Acquisition of net assets Profit for the period Other comprehensive income Currency translation differences Dividend to shareholder Closing net assets at 31.12 The group’s share Goodwill / excess value Carrying value at 31.12 CCB Other 2021 2020 2021 2020 95 17 (3) (17) 91 45 56 109 10 16 5 (45) 95 42 61 101 103 59 10 (1) (5) 63 22 6 28 43 10 5 2 (1) 59 24 4 28 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 42 Note 5 Principal subsidiaries FINANCIAL REPORTING PRINCIPLES The consolidated financial statements consists of all entities controlled by Wilh. Wilhelmsen Holding ASA as at 31 December 2021. Control is achieved when the group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the profit/loss and equity of subsidiaries are shown separately in the consolidated statement of income statement, statement of comprehensive income, statement of changes in equity and balance sheet respectively. Business office/country Nature of business Proportion of ordinary shares directly held by parent (%) Proportion of ordinary shares held by the group (%) Maritime Services Wilhelmsen Maritime Services AS Wilhelmsen Ships Service AS Wilhelmsen Ship Management Holding AS New Energy Wilhelmsen New Energy AS NorSea Group AS Strategic Holdings and Investments Treasure ASA * Wilh. Wilhelmsen Holding Invest Malta Ltd Norway Norway Norway Norway Norway Norway Malta Maritime products and services Maritime products and services Ship management Investment Infrastructure and supply services Investment Investment 100% 100% 74.82% 100% 100% 100% 100% 75.15% 74.82% 100% The group’s principal subsidiaries at 31 December 2021 are set out above. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of headquarter of subgroups. * At 31.12.2021 Treasure ASA had 6 000 000 own shares (2020: 3 965 000). Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 43 Note 6 Employee benefits FINANCIAL REPORTING PRINCIPLES Employee benefits include wages, salaries, social security contributions, sick leave, parental leave and other employee benefits. The benefits are recognised in the period in which the associated services are rendered by the employees. For cash–settled payments/bonus plans and other cash-settled payments, a liability equal to the portion of services received is recognised at fair value determined at each balance sheet date. USD mill Payroll Payroll tax Pension cost Other remuneration Total employee benefits Number of employees: Group companies in Norway Group companies abroad Seagoing personnel Ship Management Total employees Average number of employees EXPENSED AUDIT FEE USD mill Statutory audit Other assurance services Tax advisory fee Other assistance Total expensed audit fee The fees above cover the group expenses to all external auditors and tax advisors. Note 2021 2020 11 239 30 18 34 321 224 29 16 30 299 2021 2020 1 024 3 452 10 988 15 464 1 003 3 471 10 639 15 113 15 289 15 098 Note 2021 2020 2.4 0.4 1.7 0.1 4.5 1.6 0.2 1.9 0.1 3.9 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 44 Note 7 Properties, vessels and other tangible assets FINANCIAL REPORTING PRINCIPLES Properties, vessels and other tangible assets acquired by group companies are stated at historical cost. Depreciation is calculated on a straight-line basis. The carrying value of tangible assets equals the historical cost less accumulated depreciation and any impairment charges. The group’s aquisition costs are recognised in the income statement when they arise. Aquisition costs are capitalised to the extent that they are directly related to the acquisition of the asset. Land is not depreciated. Other tangible assets are depreciated over the following expected useful lives: Properties: Vessels: Other tangible assets: 10-50 years 25 years 3-10 years Each component of a tangible asset which is significant for the total cost of the item will be depreciated separately. Components with similar useful lives will be included in a single component. The estimated residual value and expected useful life of long-lived assets are reviewed at each balance sheet date, and where they differ significantly from previous estimates, depreciation charges will be changed accordingly going forward. Impairment The group applies IAS 36 Impairment of Assets to determine whether property, vessels and other tangible assets is impaired and to account for any impairment loss identified. At each reporting date the accounts are assessed whether there is an indication that an asset may be impaired. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, or when annual impairment testing for an asset is required, estimates of the asset’s recoverable amount are done. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units – “CGU”). The recoverable amount is the highest of the fair market value of the asset, less cost to sell, and the net present value (”NPV”) of future estimated cash flow from the employment of the asset (“value in use”). The NPV is based on a discount rate according to a weighted average cost of capital (“WACC”) reflecting the company’s required rate of return. The WACC is calculated based on the company’s long-term borrowing rate and a risk-free rate plus a risk premium for the equity. If the recoverable amount is lower than the book value, impairment has occurred, and the asset shall be revalued. Impairment losses are recognised in profit or loss. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. The group has financial models which calculate and determine the value in use through a combination of actual and expected cash flow generation discounted to present value. The expected future cash flow generation and models are based on assumptions and estimates. USD mill TANGIBLE ASSETS 2021 Cost at 01.01 Acquisition Reclass/disposal Currency translation differences Cost at 31.12 Accumulated depreciation and impairment losses at 01.01 Depreciation/amortisation Reclass/disposal Currency translation differences Accumulated depreciation and impairment losses at 31.12 Carrying amounts at 31.12 2020 Cost at 01.01 Acquisition Reclass/disposal Currency translation differences Cost at 31.12 Accumulated depreciation and impairment losses at 01.01 Depreciation/amortisation Reclass/disposal Impairment Currency translation differences Accumulated depreciation and impairment losses at 31.12 Carrying amounts at 31.12 Economic lifetime Depreciation schedule Properties Vessels Other tangible assets Total tangible assets 596 33 (4) (24) 601 (198) (18) 9 (207) 394 560 19 (4) 22 596 (175) (16) 3 (1) (9) (198) 398 36 1 (1) 35 (23) (1) 1 (23) 12 35 1 36 (19) (1) (2) (1) (23) 13 241 15 (19) (8) 229 (92) (11) 6 4 (93) 136 244 11 (21) 6 241 (90) (11) 12 (3) (92) 149 873 49 (23) (34) 866 (313) (30) 6 14 (323) 542 839 31 (25) 29 873 (284) (28) 15 (3) (13) (313) 560 10-50 years Straight-line 25 years 3-10 years Straight-line Straight-line Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 45 Cont. note 7 Goodwill and other intangible assets FINANCIAL REPORTING PRINCIPLES Goodwill Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition date fair value of any previous equity interests in the acquiree over the fair value of the identifiable net assets of the acquired subsidiary, joint venture or associate. Goodwill arising from the acquisition of subsidiaries is classified as an intangible asset. Goodwill acquired through business combinations are allocated to the relevant cash- generating unit (“CGU”). Other intangible assets Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets when the following criteria are met: • it is technically feasible to complete the software product so that it will be available for use; • management intends to complete the software product and use or sell it; • it can be demonstrated how the software product will generate probable future economic benefits; • adequate technical, financial and other resources to complete the development and to use or sell the software product are available; • and the expenditure attributable to the software product during its development can be reliably measured. Trademark, technology/licenses and customer relationship have a finite life and are recognised at historical cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful life. Capitalised expenses related to other intangible assets are amortised over the expected useful lives in accordance with the straight-line method. Amortisation of intangible fixed assets is based on the following expected useful lives: Goodwill: Software and licenses: Other intangible assets: Indefinite life 3-5 years 5-10 years Impairment The group applies IAS 36 Impairment of Assets to determine whether goodwill or other intangible asset is impaired and to account for any impairment loss identified. Goodwill arising from the acquisition of an interest in an associated company is included under investment in associated companies and tested for impairment as part of the carried amount of the investment when impairment indicators is present. Goodwill have an indefinite useful life not subject to amortisation and is tested annually for impairment and carried at cost less impairment losses. Gain or loss on the sale of a business includes the carried amount of goodwill related to the sold business. For impairment testing goodwill is allocated to relevant CGU. The allocation is made to those CGU or groups of CGU which are expected to benefit from the acquisition. An assessment is made as to whether the carrying amount of the goodwill can be justified by future earnings from the CGU to which the goodwill relates. If the recoverable amount of the CGU is less than the carrying amount of the CGU, including goodwill, goodwill will be written down first. Thereafter the carrying amount of the CGU will be written down. Impairment losses related to goodwill cannot be reversed. Impairment of other intangible assets follow the same principles as impairment for other non-financial assets, refer to financial reporting principles for property, vessels, and other tangible assets above. USD mill INTANGIBLE ASSETS 2021 Cost at 31.12 Acquisition Reclass/disposal Currency translation differences Cost at 31.12 Accumulated amortisation and impairment losses at 01.01 Amortisation/impairment Currency translation differences Accumulated amortisation and impairment losses at 31.12 Carrying amounts at 31.12 2020 Cost at 01.01 Acquisition Reclass/disposal Currency translation differences Cost at 31.12 Accumulated amortisation and impairment losses at 01.01 Amortisation/impairment Reclass/disposal Currency translation differences Accumulated amortisation and impairment losses at 31.12 Carrying amounts at 31.12 Goodwill Software and licences Other intangible assets Total intangible assets 126 2 (5) 123 (13) (13) 110 121 1 4 126 (2) (11) (13) 112 35 2 (1) 36 (22) (5) 1 (26) 10 35 1 (2) 1 35 (19) (3) 1 (1) (22) 14 33 1 2 (1) 34 (18) (3) 1 (19) 15 71 6 (43) (2) 33 (56) (4) 40 2 (18) 15 194 3 3 (7) 193 (52) (7) 2 (57) 135 227 7 (44) 3 194 (77) (18) 41 1 (52) 141 The group conducted no material acquisition resulting in recognition of goodwill in 2021 or 2020. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 46 Cont. note 7 Goodwill and other intangible assets Impairment testing of goodwill In the Maritime Services segment, USD 110 million relate to business area Ships Service (all activities in the Maritime Services segment except for technical /crewing management) mainly to the acquisition of Unitor ASA and Kemetyl. The goodwill figures are originally calculated in NOK and USD (2020: NOK and USD). Goodwill is tested for impairment annually. For the purpose of impairment testing, goodwill is allocated to the respective cash generating units within the Ships Service business area. As of December 31 2021 management have performed impairment testing for the group’s recognised goodwill. Based on the tests performed, no impairment was recognised in 2021 (2020: USD 11 million). When performing the goodwill impairment test, recoverable amount is calculated using estimated fair value less cost of disposal. In calculating the fair value less cost of disposal, the group considers relevant information generated by market transactions involving similar group of assets, including qualitative and quantitative information. Fair value less cost of disposal has been estimated by using an Enterprise value/ EBITDA multiple (see note 23 for definition of the terms). The forecasted EBITDA is based on historical levels for EBITDA in each CGU. The multiples are estimated to be in the range of 6 - 9, which management believes is a fair estimate of market multiples for the relevant CGU’s. Cash flows were projected based on actual operating results and next year’s forecast. Cash flows is based on a 5-year strategy plan period with terminal value (terminal growth rate 1%) were extrapolated using the following key assumptions: USD/NOK Multiple Growth rate Increase in material cost Increase in pay and other remuneration Increase in other expenses 2021 2020 8.83 7.5 1-4% 4-7% 2-4% 2-4% 8.53 6.5 1-5% 1-5% 1-3% 2-4% The values assigned to the key assumptions represent management’s assessment of future trends in the maritime industry and are based on both external sources and internal sources. No reasonably possible change in any of the key assumptions on which management has based its determination of the recoverable amount would cause the carrying amount to exceed its recoverable amount as of December 31 2021. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 47 Note 8 Right-of-use-assets and lease liabilities FINANCIAL REPORTING PRINCIPLES Identifying a lease At the inception of a contract, the group assesses whether the contract is, or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To determine whether a contract conveys the right to control the use of an identified asset, the group assesses whether: The group do not include variable lease payments in the lease liability arising from contracted index regulations subject to future events. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due to an adjustment in an index or rate. • The agreement creates enforceable rights of payment and obligations • The identified asset is physically distinct • It has the right to obtain substantially all of the economic benefits from use of the asset • It has the right to direct the use of the asset • The supplier does not have a substantive right to substitute the asset throughout the period of use Sensitivity of the lease liability If the group cannot determine the interest rate implicit in the lease, it uses its incremental borrowing rate to measure lease liabilities. The incremental borrowing rate requires estimation when no observable rates are available. In determining the lease term, management considers all facts and circumstances. The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the lessee. Measuring the right-of-use asset The right-of-use asset is initially measured at cost. The cost of the right-of-use asset comprise: • The amount of the initial measurement of the lease liability • Any lease payments made at or before the commencement date, less any lease incentives received and incurred costs • An estimate of costs to be incurred by the group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. Subsequent measurement of right-of-use assets follow the same principles as for other non-financial assets, refer to financial reporting principles for property, vessel and tangible assets note 7, except that the right-of-use asset is depreciated from the commencement date to the earlier of the lease term and the remaining useful life. Impairment Impairment of right-of-use assets follow the same principles as impairment for other non-financial assets, refer to financial reporting principles for properties, vessels, and other tangible assets note 7. For contracts that constitutes, or contains a lease, the group separates lease components if it benefits from the use of each underlying asset either on its own or together with other resources readily available, and the underlying asset is neither highly dependent on, nor highly interrelated with, the other underlying assets in the contract. The group then accounts for each lease component as a lease separately from non-lease components within the contract. The group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. If an observable stand-alone price is not readily available, the group estimates this price by the use of observable information. Recognition of leases and exemptions At the lease commencement date, the group recognizes a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied: • Short-term leases (defined as 12 months or less) • Low value assets For these leases, the group recognizes the lease payments as other operating expenses in the statement of profit or loss when they incur. Measuring the lease liability The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term not paid at the commencement date. The lease term represents the noncancellable period of the lease, plus any period covered by an extension option period if the group expect tp exercise this option. The lease payments included in the measurement comprise of: • Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable • Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date • Amount expected to be payable by the group under residual value guarantees • The exercise price of a purchase option, if the group is reasonably certain to exercise that option • Payments of penalties for terminating the lease, if the lease term reflects the group exercising an option to terminate the lease. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 48 Cont. note 8 Right-of-use-assets and lease liabilities RIGHT-OF-USE-ASSETS The group leases several assets such as buildings, machinery, equipment and vehicles. The group’s right-of-use assets are categorised and presented in the table below: USD mill 2021 Cost at 01.01 Addition of right-of-use assets Reclass/disposal Currency exchange differences Cost at 31.12 Accumulated depreciation and impairment at 01.01 Depreciation Reclass/disposal Currency exchange differences Accumulated depreciation and impairment at 31.12 Carrying amount of right-of-use assets at 31.12 USD mill 2020 Cost at 01.01 Addition of right-of-use assets Disposals Currency exchange differences Cost at 31.12 Accumulated depreciation and impairment at 01.01 Depreciation Reclass/disposal Currency exchange differences Accumulated depreciation and impairment at 31.12 Carrying amount of right-of-use assets at 31.12 Lower of remaining lease term or economic life Depreciation method Properties and land Machinery, equipment and vehicles 201 35 (30) (8) 199 (34) (28) 5 2 (55) 145 13 5 (3) (1) 15 (3) (3) 2 (4) 10 Properties and land Machinery, equipment and vehicles 192 16 (12) 6 202 (28) (26) 21 (2) (35) 168 12 5 (5) 13 (4) (3) 4 (4) 9 5-12 years Linear 3-8 years Linear Total 214 41 (33) (8) 214 (31) (30) 6 2 (59) 155 Total 204 21 (16) 6 215 (31) (29) 24 (2) (38) 177 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 49 Cont. note 8 Right-of-use-assets and lease liabilities Lease liabilities USD mill Undiscounted lease liabilities and maturity of cash outflows Less than 1 year 1-2 years 2-3 years 3-4 years 4-5 years More than 5 years 2021 2020 (35) (33) (30) (25) (22) (49) (35) (34) (33) (33) (18) (65) Total undiscounted lease liabilities at 31.12 (195) (218) USD mill Summary of the lease liabilities in the financial statements Total lease liability at 01.01 Net lease liabilities recognised in the year Cash payments for the principal portion of the lease liability Change of estimates Currency exchange differences Total lease liabilities at 31.12 Current lease liabilities Non-current lease liabilities 2021 2020 192 15 (30) (12) 4 169 30 139 181 8 (18) 10 12 192 31 161 The leases do not contain any restrictions on the group’s dividend policy or financing. The group does not have significant residual value guarantees related to its leases to disclose. Summary of other lease expenses recognised in income statement 2021 2020 Variable lease payments expensed in the period Operating expenses related to short-term leases (including short-term low value assets) Operating expenses related to low value assets (excluding short-term leases included above) Total lease expenses included in other operating expenses 7 6 3 16 1 9 2 12 Practical expedients applied The group leases personal computers, IT equipment and machinery with contract terms of 1 to 3 years. The group has elected to apply the practical expedient of low value assets and does not recognise lease liabilities or right-of-use assets. The leases are instead expensed when they incur. The group has also applied the practical expedient to not recognise lease liabilities and right-of-use assets for short- term leases, presented in the table above. The group does not have material lease commitments, not yet commenced and therefore not included in the lease liabilities as of 31 December 2021 (2020: USD 3 million) Extension options The group’s lease of buildings have lease terms that varies from 5 years to 25 years, and several agreements involve a right of renewal which may be exercised during the last period of the lease terms. The group assesses at the commencement whether it is reasonably certain to exercise the renewal right. Purchase options The group leases machinery, equipment and vehicles with lease terms of 3 to 5 years. Some of these contracts includes a right to purchase the assets at the end of the contract term. The group assesses at the commencement whether it is reasonably certain to exercise the purchase right. All the options are based on market value. Subleases The group has subleased an immaterial part of its redundant office buildings, classified as an operating lease. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 50 Note 9 Tax FINANCIAL REPORTING PRINCPLES Income tax in the income statement consists of current tax, effect of changes in deferred tax/deferred tax assets, and withholding tax incurred in the period. Income tax is recognised in the income statement unless it relates to items recognised directly in equity or other comprehensive income. arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates and laws which have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability settled. Current tax Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantially enacted at the reporting date that will be paid during the next 12 months. Current tax also includes any adjustment of taxes from previous years and taxes on dividends recognised in the period. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available, and that the temporary differences can be deducted from this profit. Deferred income tax is calculated on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group. Deferred tax / deferred tax asset Deferred tax is calculated using the liability method on all temporary differences Withholding tax Withholding tax and any related tax credits are generally recognised in the period they are incurred. Ordinary taxation The ordinary rate of corporation tax in Norway is 22% of net profit for 2021 (2020: 22%). Norwegian limited liability companies are encompassed by the participation exemption method for share income. Thus, share dividends and gains are tax free for the receiving company. Corresponding losses on shares are not deductible. The participation exemption method does not apply to share income from companies domiciled in what is considered low tax countries and that are located outside the European Economic Area (EEA), and on share income from companies rdomiciledoutside the EEA in which the company owns less than 10% of the shares. For group companies located in the same country and within the same tax regime, taxable profits in one company can be offset against tax losses and tax loss carry forwards in other group companies. Deferred tax/deferred tax asset has been calculated on temporary differences to the extent that it is likely that these can be utilised in each country and for Norwegian entities the group has applied a rate of 22% (2020: 22%). The effective tax rate for the group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method. Foreign taxes Companies domiciled outside Norway will be subject to local taxation, either on ordinary terms or under special tonnage tax rules. When dividends are paid, local withholding taxes may be applicable. This generally applies to dividends paid by companies domiciled outside the EEA. USD mill Allocation of tax expense for the year Payable tax in Norway Payable tax foreign Change in deferred tax Total tax income/(expense) Reconciliation of actual tax cost against expected tax cost in accordance with the ordinary Norwegian income tax rate of 22% Profit before tax 22% tax Tax effect from: Permanent differences Non-taxable income/ change in market value Share of (profit)/loss from joint ventures and associates Impairment deferred tax asset Withholding tax and payable tax previous year Calculated tax expense for the group 2021 2020 (8) (16) 10 (13) 66 14 3 13 (22) 6 13 (14) (12) (1) (27) 205 45 4 (48) 11 8 8 27 Effective tax rate for the group 20.5% 13.4% Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 51 Cont. note 9 Tax USD mill Net deferred tax assets Net deferred tax assets at 01.01 Currency translation differences Tax charged to equity Income statement charge Net deferred tax assets at 31.12 Deferred tax assets in balance sheet Deferred tax liabilities in balance sheet Net deferred tax assets at 31.12 2021 2020 44 (1) 10 53 64 (11) 53 46 (2) 1 (1) 44 55 (12) 44 USD mill Fixed assets Other Total At 01.01.2021 Through income statement Currency translations Deferred tax liabilities at 31.12.2021 At 01.01.2020 Through income statement Currency translations Deferred tax liabilities at 31.12.2020 USD mill Deferred tax assets At 01.01.2021 Through income statement Charged directly to equity Currency translations Deferred tax assets at 31.12.2021 At 01.01.2020 Through income statement Charged directly to equity Currency translations Deferred tax assets at 31.12.2020 (5) 1 (4) (11) 7 (1) (5) (2) 3 (1) 0 (1) (1) (2) (7) 3 (1) (4) (12) 7 (1) (7) Non current assets and liabilities Current assets and liabilities Tax losses carried forward Other Total 0 1 3 4 6 (6) 1 0 7 (4) 4 11 (4) 7 43 2 45 42 2 (1) 43 0 6 (2) 4 0 51 7 1 (1) 57 59 (8) 1 (1) 51 The majority of tax loss carry forward is related to entities in Norway and the United States, without expiration of the tax loss carry forward. Temporary differences related to joint ventures and associates are USD nil for the group, since all the units are regarded as located within the area in which the exemption method applies, and there are currently no plans to dispose of any of these companies. The Maritime Services segment will have shares in subsidiaries not subject to the exemption method which could give rise to a tax charge in the event of a sale, where no provision has been made for deferred tax associated with a possible sale or dividend. There are currently no plans to dispose of such companies. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 52 Note 10 Earnings per shares FINANCIAL REPORTING PRINCPLES Basic/diluted earnings per share is calculated by dividing profit for the period after non-controlling interests, by the average number of total outstanding shares. The calculation of basic and diluted earnings per share is based on the income attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding. Treasury shares are not included in the weighted average number of ordinary shares. Weighted average number of diluted and ordinary shares is the same, as the company currently does not have any dilutive instruments. Earnings per share Earnings per share taking into consideration the number of outstanding shares in the period. At 31 December 2021 the company owns no own shares. At 31 December 2020 the company own total of 1 823 824 own shares, split on 537 092 A-shares and 1 286 732 B-shares. The shares were cancelled through a capital reduction in September 2021. Total outstanding ordinary shares as of 31 December 2021 are 34 000 000 A-shares and 10 580 000 B-shares. Earnings per share is calculated based on an average of 44 580 000 shares for 2021 and 44 580 000 shares for 2020. See note 10 in the parent accounts for an overview of the largest shareholders at 31 December 2021. Note 11 Pension FINANCIAL REPORTING PRINCPLES Defined contribution plan A defined contribution plan is one under which the group and the parent company pay fixed contributions to a separate legal entity. The group and the parent company have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. In a few countries without deep markets in such bonds, the market rates on government bonds are used. Defined benefit plan A defined benefit plan is one which is not a defined contribution plan. This type of plan typically defines an amount of pension benefit an employee will receive on retirement, normally dependent on one or more factors such as age, years of service and pay. The pension obligation is calculated annually by independent actuaries using a straight-line earnings method. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past- service costs are recognised immediately in the income statement. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation Description of the pension scheme The group’s defined contribution pension schemes for Norwegian employees are with financial institutions providing solutions based on investment funds. The group has obligation towards one employee in the group’s senior executive management. The obligation is mainly covered through group annuity policies in Storebrand. Subsidiaries outside Norway have separate schemes for their employees in accordance with local rules, and the pension schemes are for the material part defined contribution plans. The group has “Ekstrapensjon”, a contribution plan for all Norwegian employees with salaries exceeding 12 times the Norwegian National Insurance base amount (G). However, the group still has obligations for some employees related to salaries exceeding 12G mainly financed from operations. In addition, the group has agreements on early retirement. These obligations are mainly financed from operations. Pension costs and obligations include payroll taxes. No provision has been made for payroll tax in pension plans where the plan assets exceed the plan obligations. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 53 Cont. note 11 Pension USD mill Number of people covered by pension schemes at 31.12 In employment On retirement (inclusive disability pensions) Total number of people covered by pension schemes Financial assumptions for the pension calculations: Discount rate Anticipated pay regulation Anticipated increase in National Insurance base amount (G) Anticipated regulation of pensions USD mill Pension expenses Service cost/ net interest cost Cost of contribution plan Pension expenses Total remeasurements included in OCI USD mill Pension obligations Defined benefit obligation at end of prior year Effect of changes in foreign exchange rates Service cost Interest expense Benefit payments from plan Benefit payments from employer Remeasurements - change in assumptions Pension obligations at 31.12 Fair value of plan assets Fair value of plan assets at end of prior year Effect of changes in foreign exchange rates Employer contributions Benefit payments from plan Gross pension assets at 31.12 USD mill Defined benefit obligation Fair value of plan assets Net liability Funded Unfunded 2021 2020 2021 2020 9 141 150 13 141 154 3 25 28 5 26 31 Expenses Commitments 2021 2020 31.12.2021 31.12.2020 1.60% 1.75% 1.75% 0.10% 2.30% 2.00% 2.00% 0.10% 1.80% 2.25% 2.25% 0.10% 1.60% 1.75% 1.75% 0.10% 2021 2020 1 17 18 1 1 15 16 (3) 31.12.2021 31.12.2020 42 (1) 1 1 (1) 2 43 17 (1) (1) 17 36 (1) 1 1 (1) 1 4 42 16 1 (1) 17 31.12.2021 31.12.2020 43 17 26 42 17 25 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 54 Note 12 Combined items, balance sheet FINANCIAL REPORTING PRINCPLES Loans and receivables at amortised cost Loans and receivables are non-derivative financial assets with fixed or determinable payments, which are not traded in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivable are classified as other current assets or other non-current assets in the balance sheet. Loans and receivables are recognised initially at their fair value plus transaction costs. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred, and the group has transferred by and large all risk and return from the financial asset. Realised gains and losses are recognised in the income statement in the period they arise. Accounts payable and other payables Accounts payable and other payables are recognised at the original invoiced amount, where the invoiced amount is considered to be approximately equal to the vale derived if the amortised cost method would have been applied. USD mill OTHER NON CURRENT ASSETS Non current share investments Other non current assets Total other non current assets OTHER CURRENT ASSETS Account receivables Financial derivatives in Maritime Services and New Energy Restricted cash Other current assets Total other current assets OTHER CURRENT LIABILITIES Account payables Financial derivatives in Maritime Services and New Energy Other current liabilities Cylinder deposit * Total other current liabilities Note 2021 2020 19 19 19 17 17/19 19 7 9 15 25 190 1 95 287 241 6 152 96 495 2 26 28 178 15 1 82 274 208 9 164 96 478 * Maritime Services has 622 821 (2020: 615 965) cylinders booked as other tangible asset in the balance sheet, see note 7. The cylinders are valued at USD 99 million (2020: USD 109 million). These cylinders are partly in the group’s own possession and partly on board customers vessels. Most customers have paid a deposit for the cylinders they have onboard their vessels. Provisions in other current liabilities, including cylinder deposit liability, does include some degree of uncertainty due to the nature of the provisions. Provisions are calculated and recognised based on available information and assumptions at the time when the provision is made, and will be updated if needed when new information becomes available. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 55 Note 13 Receivables FINANCIAL REPORTING PRINCIPLES Account receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as receivables. Account receivables and other receivables are recognised at the original invoiced amount, where the invoiced amount is considered to be approximately equal to the value derived if the amortised cost method would have been applied. The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets, including receivables from lease contracts. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk charateristics and the days past due. The expected loss rates are based on the payment profiles of sales over a period of 36 month before the reporting period and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. USD mill 31 December 2021 Expected loss rate Gross carrying amount - trade receivables Loss allowance * 31 December 2020 Expected loss rate Gross carrying amount - trade receivables Loss allowance * Current Less than 90 days past due Between 90 and 180 days past due More than 180 days past due 0% 181 (0) 0% 166 0 3% 6 (0) 1% 5 (0) 23% 4 (1) 3% 5 (0) 70% 2 (2) 68% 7 (5) * Loss allowance is rounded to nil for trade receivables less than 90/180 days overdue. ACCOUNT RECEIVABLES At 31 December 2021, USD 10 million (2020: USD 11 million) in account receivables had fallen due but not been subject to impairment. These receivables are related to a number of separate customers. Historically, the percentage of bad debts has been low and the group expects the customers to settle outstanding receivables. Receivables fallen due but not subject to impairment have the following age composition: USD mill 2021 2020 Aging of account receivables past due but not impaired Up to 90 days 90-180 days Over 180 days Movements in group provision for impairment of account receivables are as follows 6 3 1 5 (2) 3 136 54 190 5 4 2 4 1 5 125 52 1 178 2021 Account receivables 1% 2020 Account receivables 1% 28% 29% 71% 70% Balance at 01.01 Net provision for receivables impairment Balance at 31.12 Account receivables per segment Maritime Services New Energy Strategic Holdings and Investments Total account receivables See note 19 on credit risk. Maritime Services New Energy Strategic Holdings and Investments Cont. note 13 Receivables ACCOUNT PAYABLES USD mill Account payables per segment Maritime Services New Energy Strategic Holdings and Investments Total account payables See note 19 on credit risk. Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 56 2021 2020 215 24 1 241 181 25 1 208 2021 Account payables 10% 1% 2020 Account payables 12% 1% 89% 87% Maritime Services New Energy Strategic Holdings and Investments Note 14 Financial assets to fair value FINANCIAL REPORTING PRINCIPLES Management determines the classification of financial assets at their initial recognition, with financial assets held for trading carried at fair value. Financial assets measured at fair value are initially measured at cost less transaction costs expensed in the income statement, and subsequently measured at fair value with changes in fair value recognised in the income statement. USD mill Financial assets to fair value At 1 January Acquisition Sale during the year Currency translation adjustment through other comprehensive income Change in fair value through income statement Total financial assets to fair value Financial assets to fair value Hyundai Glovis Qube Holdings Limited Australian PE funds Other Total financial assets to fair value 2021 2020 801 2 (2) (6) (107) 688 583 81 19 5 688 675 9 (86) 11 192 801 699 80 18 5 801 Financial assets to fair value are held in subsidiaries with different reporting currency and thereby creating translation adjustments. Hyundai Glovis Co. Ltd., is a global Korean based general logistics and distribution company, providing business service such as logistics, marine transportation, KD, used cars and trading. Glovis is listed on the Korean Stock Exchange. As per 31 December 2021, Treasure ASA group held 4.1 million shares in Glovis (11% of total) (2020: 11%). Treasure ASA is listed on Oslo Børs. Qube Holdings Limited is Australia’s largest integrated provider of import and export logistics services, and listed on the Australian Securities Exchange (ASX). As per 31 December 2021 the group held 35 million shares, 1.8% of total (2020: 35 million shares, 1.8% of total). The shares in Qube serve as collateral for a credit facility. See note 18. Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 57 Note 15 Inventories FINANCIAL REPORTING PRINCIPLES Inventories of purchased goods and work in progress are valued at cost in accordance with the weighted average cost method. Impairment losses are recognised if the net realisable value is lower than the cost price. Sales costs include all remaining sales, administrative and storage costs. USD mill Inventories Raw materials Goods/projects in process Finished goods/products for onward sale Total inventories Obsolescence allowance, deducted above 2021 2020 5 3 85 93 2 8 2 74 84 4 Note 16 Current financial investments FINANCIAL REPORTING PRINCIPLES Current financial investments consists of financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of profit from short term gains in market value. Current financial investments are measured at fair value. Financial assets measured at fair value are initially measured at cost less transaction costs expensed in the income statement, and subsequently measured at fair value with changes in fair value recognised in the income statement. Derivatives are also placed in this category unless designated as hedges. Assets in this category are classified as current. USD mill Market value current financial investments Equities Bonds Financial derivatives Strategic Holdings and Investments Total current financial investments 2021 2020 77 58 135 72 48 5 124 The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market. The net unrealised gain at 31.12 14 14 The parent company’s portfolio of equities and bonds of USD 135 million is held as collateral within a securities’ finance facility. See note 18. The portfolio’s strategy and mandate is set by the parent company’s Board of Directors and consists of a benchmark of 50%/50% share of investment grade bonds and Nordic equities, with a trading mandate within certain set limits with regards to equity/bond allocation, portfolio weight, and currency exposure. Reporting is provided monthly to group CEO/CFO and quarterly to parent company’s Board of Directors. Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 58 Note 17 Cash, restricted bank deposits and undrawn credit facilities FINANCIAL REPORTING PRINCIPLES Cash and cash equivalents include cash in hand, deposits held at call with banks and other liquid investments with maturities of three months or less. Bank overdrafts are presented under borrowings in current liabilities on the balance sheet. Cash and cash equivalent are initially recognised at fair value of the proceeds, and subsequently measured at amortised cost. USD mill Payroll tax withholding account 2021 2020 1 1 Companies that do not have payroll tax withholding account use bank guarantees. As per 31.12.2021 total guarantees amounted to USD 6.5 million (2020: USD 6.7 million). Committed undrawn credit facilities 195 263 Committed undrawn credit facilities are key part of the liquidity reserve. Cash and cash equivalents Banks Total cash and cash equivalents 231 231 269 269 The group has cash pool arrangements within each segments and this is presented as cash and cash equivalents. WWH ASA (Strategic Holdings and Investments segment) owns and operates a multicurrency cash pool with a header-account in NOK, comprising of subsidiaries registered in Norway. WMS AS (Maritime Services segment) owns and operates a multicurrency cash pool with a header-account in USD, comprising of subsidiaries in Europe, Asia-Pacific and North America. NorSea Group AS (part of the New Energy segment) owns and operates a multicurrency cash pool with a header-account in NOK, comprising of subsidiaries in Norway, Denmark, Germany and the United Kingdom. Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 59 Note 18 Interest-bearing debt FINANCIAL REPORTING PRINCIPLES Loans are recognised at fair value when the proceeds are received, net of transaction costs. In subsequent periods, loans are stated at amortised cost using the effective yield method. Any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the term of the loan. Loans are classified as current liabilities unless the group or the parent company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. USD mill Interest-bearing debt Bank and mortgages loan Lease liabilities Total interest-bearing debt Book value of collateral, mortgaged and leased assets: Financial assets to fair value, current financial investments Assets in the New Energy segment Total book value of collateral, mortgaged and leased assets The parent company’s portfolio of financial investments is held as collateral within a securities’ finance facility. USD mill Repayment schedule for interest-bearing debt Due in year 1 Due in year 2 Due in year 3 Due in year 4 Due in year 5 and later Total interest-bearing debt Note 2021 2020 19 14/16 473 169 642 214 807 1 021 464 192 657 199 853 1 052 Note 2021 2020 300 204 22 26 90 642 70 233 32 30 291 657 19 The overview above shows the actual maturity structure, with the amount due in year one as the first year’s instalment classified under other current liabilities. The group will refinance its current interest-bearing debt during 2022. Loan agreements entered into by the group contain financial covenants relating to liquidity, leverage and value-adjusted equity. The group was in compliance with all covenants at 31 December 2021. USD mill The group net interest-bearing debt Non current interest-bearing debt Non current lease liabilities Current interest-bearing debt Current lease liabilities Total interest-bearing debt Cash and cash equivalents Current financial investments Net interest-bearing debt Net interest-bearing debt in joint ventures Non current interest-bearing debt Total interest-bearing debt in joint ventures Cash and cash equivalents Net interest-bearing debt in joint ventures 2021 2020 203 139 270 30 642 231 135 276 85 85 7 77 426 161 38 31 657 269 124 264 114 114 32 82 16 4 4 Group — Accounts and notesCont. note 18 Interest-bearing debt USD mill Guarantee commitments Guarantees for group companies Total The carrying amounts of the group’s bank loans are denominated in the following currencies USD NOK DKK Total See otherwise note 19 for information on financial derivatives (currency hedges) relating to interest-bearing debt. USD mill Net debt Cash and cash equivalents Liquid investments * Borrowings - repayable within one year Borrowings - repayable after one year Net debt Cash and cash equivalents and liquid investments Gross debt - variable interest rates ** Net debt Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 60 2021 2020 47 47 200 256 16 473 71 71 199 252 13 464 Note 2021 2020 231 135 (300) (342) (276) 366 (642) (276) 269 124 (70) (587) (264) 393 (657) (264) * Liquid investments are investment grade bonds and liquid equities traded in active markets. These assets are held at fair value recognised through the income statement. ** Interest-bearing debt is exposed to movements in floating interest rates in USD and NOK. Material parts of the interest rate risk in the NOK-denominated debt is hedged within the New Energy segment. USD mill Total interest-bearing debt at 01.01.2021 Reclass Cash flows Foreign exchange adjustments Other non-cash movements Total interest-bearing debt at 31.12.2021 Total interest-bearing debt at 01.01.2020 Reclass Cash flows Foreign exchange adjustments Other non-cash movements Total interest-bearing debt at 31.12.2020 Liabilites from financing activities Finance leases due within 1 year Finance leases due after 1 year Borrow. due within 1 year Borrow. due after 1 year Total financing activities 31 17 (16) (1) (1) 30 27 (1) 2 3 31 161 (17) (14) (5) 15 139 154 1 (18) 3 21 161 38 203 23 (2) 7 270 65 11 (27) (11) 38 426 (203) (24) (8) 12 203 429 (1) (9) 6 2 426 657 (31) (17) 33 642 675 10 (54) 12 15 657 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 61 Note 19 Financial risk FINANCIAL REPORTING PRINCIPLES The group uses derivatives to address financial risk. Derivatives are included in current assets or current liabilities, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets or other non-current liabilities as they form part of the group’s long-term economic hedging strategy and are not classified as held for trading. The fair value of financial derivatives traded in active markets is based on quoted market prices at the balance sheet date. The fair value of financial derivatives not traded in an active market is determined using valuation methodology, such as the discounted value of future cash flows. Independent experts verify the value determination for instruments which are considered material. Derivatives are recognised at fair value on the date a derivative contract is entered into and are revalued on a continuous basis at their fair value. Derivatives which do not qualify for hedge accounting Most derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments which do not qualify for hedge accounting are presented in the income statement as financial income/expense. Derivatives which do qualify for hedge accounting The group designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges). At the date of the hedging transaction, the group documents the relationship between hedging instruments and hedged items, as well as the objective of its risk management and the strategy underlying the various hedge transactions. The group also documents the extent to which the applied derivatives are effective in offsetting changes in fair value or cash flow associated with the hedge items. Such assessments are documented both initially and on an ongoing basis. The fair value of derivatives used for hedging is shown in note 16 to the group accounts. Changes in the valuation of qualified hedges are recognised directly in other comprehensive income until the hedged transactions are realised. Cash flow hedge The effective portion of changes in the fair value of derivatives designated as cash flow hedges are recognised in other comprehensive income together with the deferred tax effect. Gain and loss on the ineffective portion is recognised in the income statement. Amounts recognised in other comprehensive income are recognised as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement. Net investment hedge Gain and losses arising from the hedging instruments relating to the effective portions of the net investment hedges are recognised in other comprehensive income. These translation reserves are reclassified to the income statement upon loss of control of the hedged net investments, offsetting the translation differences from these net investments. Any ineffective portion is recognised immediately in the income statement as financial income/(expenses). The group has exposure to the following financial risks from its operations: • Market risk – Foreign exchange rate risk – Interest rate risk – Equity market risk • Credit risk • Liquidity risk MARKET RISK The group has established hedging strategies to mitigate risks on material exposures originating from movements in currencies and interest rates. This is compliant with the financial strategy approved by the board of directors. Changes in the market value of financial derivatives are recognised through the income statement except for the New Energy segment, where derivatives are recognised in Other Comprehensive Income. Associates hedge their own exposures. The group records the effects of realised and unrealised changes in financial derivatives held in these entities in accordance with the equity method under “share of profit from joint ventures and associates”. The material associates are Wallenius Wilhelmsen ASA group in Strategic Holdings and Investment segment and Coast Center Base group in New Energy segment. The group’s largest foreign exchange exposures are NOK, EUR, SGD, AUD and KRW - all against USD. TRANSACTION RISK HEDGING (CASH FLOW) The group’s operating segments are responsible for hedging their own material transaction risk. Within Maritime Services, USD/NOK, EUR/USD and USD/SGD exposures are subject to a systematic 3-year rolling hedge program, utilizing a portfolio of currency options and currency forwards. USD/MYR is hedged using currency forwards with maturities up to 12 months. Remaining exposures are non-material and not hedged. TRANSLATION RISK HEDGING (BALANCE SHEET) The group’s policy for mitigating translation risk is to match the denomination currency of assets and liabilities to as large extent as possible. Foreign exchange rate risk The group is exposed to currency risk on revenues and costs in non-functional currencies (transaction risk), and balance sheet items denominated in currencies other than non-functional currencies (translation risk). FX SENSITIVITES (TRANSLATION RISK) The group monitors the net exposure and calculates sensitivities on a regular basis, based on average market volatility per currency cross. Sensitivities showing a potential accounting effect below USD 5 million on group level are considered non-material. USD mill Note 2021 2020 Currency through Income Statement Including in other financial income/(expenses) Operating currency, net Financial currency, net Currency derivatives, realised Currency derivatives, unrealised Net currency items in other financial income/(expenses) 1 Through other comprehensive income Currency translation differences through OCI Total net currency effects 13 (12) 7 (21) (13) (44) (57) (4) (3) (14) 29 7 33 40 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 62 Cont. note 19 Financial risk For Maritime Services, New Energy and Strategic Holdings and Investments, material translation risks are booked to other comprehensive income due to the functional currency for most of the entities being different from the reporting currency USD. The group’s segments perform sensitivity analyses on the unhedged part of the transaction risk on a regular basis. The portfolio of derivatives used to hedge the group’s transaction risk (described above), exhibit the following income statement sensitivity: USD mill Sensitivity Income statement sensitivities of economic hedge program Transaction risk USD/NOK spot rate Income statement effect (post tax) EUR/USD spot rate Income statement effect (post tax) USD/SGD spot rate Income statement effect (post tax) (Tax rate used is 22% that equals the Norwegian tax rate) (10%) (5%) 0% 5% 10% 7.95 7 1.02 (5) 1.21 (0) 8.39 3 1.08 (3) 1.28 (0) 8.83 0 1.13 0 1.35 0 9.27 (3) 1.19 3 1.42 0 9.71 (7) 1.25 5 1.48 0 Interest rate risk The group’s strategy is to hedge material parts of the interest-bearing debt against rising interest rates. As the capital intensity varies across the group’s business segments, which have their own policies on hedging of interest rate risk, hedge ratios vary. The Group has financial liabilities that are exposed to IBOR reference rates. The Group has current interest-bearing liabilities of USD 200 million that have a LIBOR reference rate. These interest-bearing liabilities will be refinanced during 2022. Within Strategic Holdings and Investments and Maritime Services respectively, no inte- rest rate hedging is implemented due to low net interest-bearing debt (NIBD), whereas New Energy have hedged about 50% of its NIBD as of 31 December 2021. Other current interest-bearing debt is primarily linked to NIBOR. For interest bearing debt maturing after twelve months NIBOR is the primary reference rate. No date has been set for the transition of NIBOR, however the Group is attentive to the development of the IBOR reform. The risk exposure related to financial instruments as a consequence of the transition is considered to be low. The IBOR reform will not change the risk management strategy. USD mill Maturity schedule interest rate hedges (nominal amounts) Due in year 1 Due in year 2 Due in year 3 Due in year 4 Due in year 5 and later Total interest rate hedges 2021 2020 11 45 32 36 125 12 47 33 38 129 The New Energy segment has entered swaption contracts with a notional value of about USD 16 million, with expiry date in 2022. Depending on interest rate levels on the expiry date, exercising the swaptions by the counterparties will extend the maturity of expiring swaps until 2032. The average remaining term of the existing total debt portfolio is approximately 3 years. The hedges have an average remaining term of approximately 4 years. Interest rate sensitivity The group’s interest rate risk originates from differences in duration between assets and liabilities. On the asset side, bank deposits and investments in interest-bearing instruments are subject to risk from changes in the general level of interest rates, primarily in USD. The group uses the weighted average duration of interest-bearing liabilities, and financial interest rate derivatives to compute the group’s sensitivity towards changes in interest rates. Sensitivities resulting in a potential accounting effect below USD 5 million on group level are considered non-material. On 31 December 2021, the group has no material exposure subject to interest rate risk. Group — Accounts and notes Cont. note 19 Financial risk USD mill Interest rate derivatives Maritime Services New Energy Strategic Holdings and Investments Total interest rate derivatives Currency derivatives Maritime Services New Energy Strategic Holdings and Investments Total currency derivatives Total market value of financial derivatives Book value equals market value Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 63 2021 2020 Assets Liabilities Assets Liabilities 4 4 2 1 2 7 0 15 4 20 20 0 1 1 2 2 9 9 0 9 EQUITY MARKET RISK The group holds several assets listed on equity markets as well as a defined portfolio of financial assets for a proportion of the group’s short-term liquidity. Below table summarizes the equity market sensitivity towards the market value of all listed equities held, including the groups share in Hyundai Glovis: Income statement sensitivities of equity market risk USD mill Change in equity prices Change in market value Income statement effect (Tax rate used is 22% that equals the Norwegian tax rate) (20%) (150) (10%) (75) 0% 0 10% 75 20% 150 CREDIT RISK Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial derivative fails to meet its contractual obligations. The group’s credit risk originates primarily from the account receivables, financial derivatives used to hedge interest rate risk or foreign exchange risk, as well as investments, including bank deposits. Loans and receivables TRADE RECEIVABLES The group’s exposure to credit risk on its receivables varies across segments and subsidiaries. BANK DEPOSITS AND FINANCIAL DERIVATIVES The group maintains cash management operations and trades financial derivatives with a selection of financially solid banks (as determined by their official credit ratings), limiting the corresponding credit risk. OTHER CREDIT EXPOSURES No material loans or receivables were past due or impaired at 31 December 2021 (analogous for 2020). Guarantees The group’s policy is that no financial guarantees are provided by the parent company. However, financial guarantees are provided within Maritime Services and New Energy. See note 18 for further details. Within the Maritime Services and New Energy, the global customer base provides diversification with respect to credit risk on receivables. The segments monitor and manage their respective credit risk on a regular basis. Reference is made to note 13. Credit risk exposure The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as per below table: USD mill Exposure to credit risk Financial derivatives (liability) Account receivables Financial investments Other non current assets Other current assets Cash and bank deposits Total exposure to credit risk Note 2021 2020 12 12 16 12 12 17 (6) 190 58 25 95 231 593 15 178 48 28 82 269 618 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 64 Cont. note 19 Financial risk LIQUIDITY RISK The group’s approach to managing liquidity is to ensure that the group meets its liabilities, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation. At 31 December 2021, the group had in excess of USD 435 million (2020: USD 473 million) in cash, investment grade bonds and listed equities (cash and cash equivalents, current financial investments and investment in Qube Holdings Limited), in addition to USD 195 million (2020: USD 263 million) in committed undrawn credit facilities. The group’s liquidity risk is low in that it holds significant liquid assets in addition to credit facilities with the banks. USD mill Undiscounted cash flows financial liabilities 2021 Mortgages Finance lease liabilities Bank loan Financial derivatives Interest due Total undiscounted cash flow financial liabilities Current liabilities (excluding next year's instalment on interest-bearing debt) Total gross undiscounted cash flows financial liabilities 31.12.2021 Undiscounted cash flows financial liabilities 2020 Mortgages Finance lease liabilities Bank loan Financial derivatives Interest due Total undiscounted cash flow financial liabilities Current liabilities (excluding next year's instalment on interest-bearing debt) Total gross undiscounted cash flows financial liabilities 31.12.2020 Less than 1 year Between 1 and 2 years Between 2 and 5 years Later than 5 years 47 30 227 7 23 333 489 822 38 31 9 23 102 468 570 19 13 21 53 53 19 15 199 20 254 254 32 39 20 91 91 11 51 50 112 112 147 87 19 254 254 196 95 291 291 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 65 Cont. note 19 Financial risk COVENANTS The group’s bank and lease financing are subject to financial or non-financial covenant clauses related to one or several of the following: • Limitation on the ability to pledge assets • Change of control • Minimum liquidity • NIBD / EBITDA or equivalent Debt-Service Coverage-Ratios • Loan-to-Value As of the balance date, the group is not in breach of any financial or non-financial covenants. CAPITAL RISK MANAGEMENT The group’s overall policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain future business development. The board of directors monitors various return metrics, where Return on Equity and dividend levels are predominant. The group seeks to maintain a balance between the potential higher returns stemming from higher levels of financial gearing and the advantages of a strong balance sheet. The financial strategy and setting of thresholds for capital structure, return requirements and risk are revised by the board of directors. FAIR VALUE ESTIMATION The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. The fair value of financial instruments not traded in an active market (over-the-counter contracts) is based on third party quotes. These quotes use observable market rates for price discovery. Specific valuation techniques used by financial counterparties (banks) to value financial derivatives include: • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to net present value. • The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curves and time-to-maturity parameters at the balance sheet date, resulting in an option premium. Options are typically valued by applying the Black-Scholes model. • Quoted market prices or dealer quotes for similar derivatives. • The fair value of interest rate swaps is calculated as the net present value of the estimated future cash flows based on observable yield curves. • The fair value of interest rate swap option (swaption) contracts is determined using observable volatility, yield curve and time-to-maturity parameters at the balance sheet date, resulting in a swaption premium. Options are typically valued by applying the Black-Scholes model. The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The group estimates the fair value of financial liabilities for disclosure purposes by discounting the future contractual cash flows at current market interest rates available to the group for similar financial derivatives. USD mill Interest-bearing debt Mortgages Lease liabilities Bank loan Total interest-bearing debt at 31.12.2021 Mortgages Lease liabilities Bank loan Total interest-bearing debt at 31.12.2020 Note Fair value Book value 246 169 229 644 265 192 201 658 246 169 227 642 265 192 199 657 18 18 The fair values are based on cash flows discounted using a rate based on market rates including margins and are within level 2 of the fair value hierarchy. Group — Accounts and notes Cont. note 19 Financial risk USD mill Financial assets at fair value Equities Bonds Financial assets to fair value Total financial assets at 31.12.2021 Financial liabilities at fair value Financial derivatives Total financial liabilities at 31.12.2021 Financial assets at fair value Equities Bonds Financial derivatives Financial assets to fair value Total financial assets at 31.12.2020 Financial liabilities at fair value Financial derivatives Total financial liabilities at 31.12.2020 USD mill Changes in level 3 instruments Opening balance at 01.01 Gains and losses recognised through income statement Closing balance at 31.12 Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 66 Level 1 Level 2 Level 3 Total 77 58 664 798 0 72 48 778 898 0 0 (6) (6) 20 5 25 (9) (9) 24 24 0 18 18 0 77 58 688 823 (6) (6) 72 48 20 801 940 (9) (9) 2021 2020 18 6 24 20 (2) 18 The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the group is the current close price. These instruments are included in level 1. Instruments included in level 1 at the end of 2021 are liquid investment grade bonds and listed equities (analogous for 2020). The fair value of financial instruments not traded in an active market (over-the- counter contracts) are based on third party quotes (Mark-to-Market). These quotes use observable market rates for price discovery. The different techniques typically applied by financial counterparties (banks) were described above. These instruments - FX and IR derivatives - are included in level 2. If one or more of the significant inputs is not based on observable market data, the derivatives is in level 3. Group — Accounts and notes Cont. note 19 Financial risk Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 67 Financial instruments by category USD mill Assets Other non current assets Financial asset to fair value Current financial investments Current financial derivatives Other current assets Cash and cash equivalent Assets at 31.12.2021 Liabilities Non current interest-bearing debt Current interest bearing liabilities Current financial derivatives Other non current liabilities Other current liabilities Liabilities at 31.12.2021 Assets Other non current assets Financial asset to fair value Current financial investments Other current assets Cash and cash equivalent Assets at 31.12.2020 Liabilities Non current interest-bearing debt Current interest bearing liabilities Current financial derivatives Other non current liabilities Other current liabilities Liabilities at 31.12.2020 834 1 366 Total 25 688 135 2 286 231 Total 342 300 7 17 489 1 153 Total 28 801 124 260 269 Note Financial assets at amortised cost Fair value through the income statement 9 688 135 2 2 801 124 Liabilities at fair value throug the income statement Other financial liabilities at amortised cost 342 300 489 1 130 7 17 23 Financial assets at amortised cost Fair value through the income statement 15 286 231 532 26 260 269 528 12 14 16 12 12 17 Note 18 18 12 12 12 Note 12 14 16 12 17 Note 18 18 12 12 12 942 1 496 Liabilities at fair value throug the income statement Other financial liabilities at amortised cost 587 70 468 1 125 9 23 32 Total 587 70 9 23 468 1 158 Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 68 Note 20 Related party transaction FINANCIAL REPORTING PRINCIPLES Related parties are defined as entities outside of the group that are under control directly or indirectly, joint control or significant influence by the owners of Wilh. Wilhelmsen Holding ASA. All transactions with related parties are entered into on marked terms based on arm’s length principles. Transactions with related parties include shared services and other services provided by the group. Shared Services are priced in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually. The services are: • Ship management including crewing, technical and management service • Agency services • Freight and liner services • Marine products • Shared services The ultimate owner of the group is Tallyman AS, which controls about 60% of voting shares of the group. Tallyman AS is controlled by Thomas Wilhelmsen. Detailed remuneration discloures are provided in the remunertaion report. Material related parties in the group are: Business office, country Ownership Wallenius Wilhelmsen ASA Coast Center Base AS/ KS Lysaker, Norway Fjell, Norway 37.82% 50.00% Wallenius Wilhelmsen ASA, through its operating companies, is the market leader in the finished vechicle logistics segment, offering ocean transportation and landbased vechicle logistics solutions. Coast Center Base AS and Coast Center Base KS in the New Energy segment delivers IT project, administration and handling services and the transactions are based on market terms. USD thousand KEY MANAGEMENT PERSONNEL COMPENSATION Base salary Bonus Pension Other benefits Total Detailed remuneration discloures are provided in the remunertation report. 2021 2020 2 185 810 485 354 3 834 1 884 545 367 263 3 060 USD mill 2021 2020 OPERATING REVENUE FROM RELATED PARTY Sale of goods and services to joint ventures and associates: WAWI group Maritime Services New Energy Operating revenue from related party OPERATING EXPENSES FROM RELATED PARTY Purchase of goods and services from joint ventures and associates: New Energy Operating expenses to related party ACCOUNT RECEIVABLES FROM RELATED PARTY Maritime Services Account receivables from related party ACCOUNT PAYABLES TO RELATED PARTY Maritime Services Account payables to related party NON CURRENT ASSETS TO RELATED PARTY Maritime Services Strategic Holdings and Investments Non current assets to related party 20 2 2 24 5 5 3 3 1 1 4 1 5 20 3 2 25 9 9 4 4 4 4 10 1 11 Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 69 Note 21 Subsidiaries with material non-controlling interests FINANCIAL REPORTING PRINCIPLES Non-controlling interest: The group treats transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and relevant share acquired of the carrying value of net assets of the subsidiary is recorded as an equity transaction. Gains or losses on disposals to non-controlling interests are also recorded as an equity transaction. NorSea Group AS Treasure ASA * Business office/country Voting/control share 2021 Tananger, Norway Lysaker, Norway 75.15% 74.82% Set out below is the summarised financial information for the subsidiary that has non-controlling interests (NCI) material to the group. The amounts disclosed are 100% and before inter-company eliminations. * At 31 December 2021 Treasure ASA had 6 000 000 own shares (31 December 2020 had 3 965 000 own shares). USD mill Summarised balance sheet Non current assets Current assets Total assets Non current liabilities Current liabilities Total liabilities Net assets Summarised income statement/OCI Total income Profit for the year Other comprehensive income Total comprehensive income Profit allocated to NCIs Dividends paid to NCIs Summarised cash flows Net cash flow provided by/(used in) operating activities Net cash flow provided by/(used in) investing activities Net cash flow provided by/(used in) financing activities Net increase/(decrease) in cash and cash equivalents USD mill Total allocation to NCIs Profit/(loss) for the period to material NCIs Profit/(loss) for the period to other immaterial NCIs Profit for the period to NCIs NorSea Group AS Treasure ASA 2021 2020 2021 2020 526 73 599 210 141 350 249 278 22 5 27 5 1 27 (16) (15) (4) 657 380 1 037 370 448 818 220 263 13 (3) 10 4 1 32 (22) (3) 8 583 27 610 0 610 14 (104) (105) (26) 10 11 (49) (38) 699 64 763 0 763 14 214 213 57 2 75 (1) (13) 61 2021 2020 (21) 1 (21) 61 61 Group — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 70 Note 22 Contingencies FINANCIAL REPORTING PRINCIPLES The group and the parent company make provisions for legal claims when a legal or constructive obligation exists as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be estimated with a sufficient degree of reliability. Provisions are not made for future operating losses. Coast Center Base AS (CCB), 50% owned by NorSea Group, lost a floating dock 26 November 2018. The dock is considered lost and the fair value was nil by 31 December 2021. CCB had previously recognised an accrual to cover costs related to a salvage operation. Local authorities have issued their conclusion after final appeal, concluding that the dock can remain in its current position. As such, the previously recognised accrual have been reversed in 2021. The size and global activities of the group dictate that companies in the group will be involved from time to time in disputes and legal actions. The group is not aware of any financial risk associated with disputes and legal actions which are not largely covered through insurance arrangements. Nevertheless, any such disputes/actions which might exist are of such a nature that they will not significantly affect the group’s financial position. Note 23 Alternative performance measures Alternative performance measures This section describes non-GAAP financial alternative performance measures (APM) that may be used in the quarterly and annual reports and related presentations. The following measures are not defined nor specified in the applicable financial reporting framework of IFRS. They may be considered as non-GAAP financial measures that may include or exclude amounts that are calculated and presented according to the IFRS. These APMs are intended to enhance comparability of the results, balance sheet and cash flows from period to period and it is the Company’s experience that these are frequently used by investors, analysts and other parties. Internally, these APMs are used by the management to measure performance on a regular basis. The APMs should not be considered as a substitute for measures of performance in accordance with IFRS. EBITDA margin is defined as EBITDA as a per cent of of Total income. EBITDA margin adjusted is defined as EBITDA adjusted as a per cent of Total income, with Total income also adjusted for the same income elements as those which have been adjusted for in EBITDA adjusted. EBIT is defined as Total income (Operating revenue and gain/(loss) on sale of assets) less Operating expenses, Other gain/loss and depreciation and amortization. EBIT is used as a measure of operational profitability excluding the effects of how the operations were financed, taxed and excluding foreign exchange gains & losses. EBIT adjusted, EBIT margin and EBIT margin adjusted will, if used, be prepared in the same manner as described under EBITDA. EBITDA is defined as Total income (Operating revenue and gain/(loss) on sale of assets) adjusted for Operating expenses. EBITDA is used as an additional measure of operational profitability, excluding the impact from financial items, taxes, depreciation and amortization. Net interest-bearing debt (NIBD) is defined as total interest bearing debt (Non- current interest-bearing debt and Current interest-bearing debt) less Cash and cash equivalenets and Current financial investments. Equity ratio is defined as Total equity as a percent of Total assets. EBITDA adjusted is defined as EBITDA excluding certain income and/or cost items which are not regarded as part of the underlying operational performance for the period. The Company do not report EBITDA adjusted on a regular basis, but may use it on a case by case basis to better explain operational performance. Note 24 General accounting principles SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note provides a list of the significant accounting policies adopted in the preparation of theses consolidated financial statements to the extent they are not disclosed separately in the other notes in the consolidated financial statements or in the notes of the financial statements of the parent company. Accounting policies have been consistently applied to all the years presented, unless otherwise stated. Historical cost convention The financial statements have been prepared on a historical cost basis, except for the following: • certain financial assets and liabilities (including derivative instruments), • defined benefit pension plans – plan assets measured at fair value. in the effective interest. Gains or losses arising due to the modification are thus not recognised. See note 19. The amendments listed above did not have any impacts on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. New standards and interpretations not yet adopted Amendment to IAS 1 Classification of Liabilities as Current or Non-current applicable for annual periods beginning on or after 1 January 2022. The amendment changes the guidance for the classification of liabilities as current or non-current depending on the rights that exist at the end of the reporting period. New and amended standards adopted by the group The following are new or amended to standards and interpretations have been issued and become effective during the current period: Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2021 reporting periods and have not been early adopted by the group. These standards are not expected to have a material impact on the entity in the current or future reporting periods. Amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures and IFRS 16 Leases – Interest Rate Benchmark Reform Phase 2: Disclosures and IFRS 16 Leases, relating to the Interest Rate Benchmark Reform Phase 2, entered into force on 1 January 2021. The amendments to IFRS 9 entail that modifications of financial assets and financial liabilities, implemented as a direct consequence of the Interest Rate Benchmark Reform, are recognised as a change FOREIGN CURRENCY TRANSLATION Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The exceptions are investments activity in Malta, where Australian dollar (AUD) is the functional currency and the parent Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 71 Cont. note 24 General accounting principles company Wilhelmsen Maritime Services (WMS AS) has US dollar (USD). The consolidated financial statements are presented in USD, rounded off to the nearest whole million. The presentation currency of the separate statements of the parent is NOK which is also its functional currency. The accounts are rounded off to the nearest whole thousand. The income statements and balance sheets for group companies with a functional currency which differs from the presentation currency (USD) are translated as follows: • the balance sheet is translated at the closing exchange rate on the balance sheet date • income and expense items are translated at a rate that is representative as an average exchange rate for the period, unless the exchange rates fluctuate significantly for that period, in which case the exchange rates at the dates of the transactions are used • the translation difference is recognised in other comprehensive income and split between controlling and non-controlling interests Goodwill and fair value adjustments of assets and liabilities related to acquisition of entities which have a functional currency other than USD are attributed to the acquired entity’s functional currency and translated at the exchange rate prevailing on the balance sheet date. Translations and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in income statement. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses are presented on a net basis in the income statement, within finance costs. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through income statement are recognised in income statement as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income. a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and • all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. BUSINESS COMBINATION The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition comprises the: • fair value of the asset transferred • liabilities incurred to the former owners of the acquired business • equity interests issued by the group • fair value of any assets or liability resulting from a contingent consideration arrangement, and • fair value of any pre-existing equity interest in the subsidiary. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Acquisition-related costs are expensed as incurred. Goodwill is recognised as the excess of the; • consideration transferred, • amount of any non-controlling interest in the acquired entity, and • acquisition-date fair value of any previous equity interests in the acquired entity over the fair value of the net identifiable assets acquired. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase. Group companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the income statement. • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet • income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gain or losses arising from such remeasurement are recognised in income statement. Note 25 Events after the balance sheet date In January 2022, Wilhelmsen Ship Management, part of the Maritime Services segment, signed an agreement to acquire 80% of the shares in Ahrenkiel Tankers (to be renamed Barber Ship Management). relevant sanctions implemented in relation to the situation in Ukraine. As a result of the nature and scope of the group’s business in the two countries, the situation will have limited direct impact of group performance. In February, Wilhelmsen New Energy acquired 21% stake in Reach Subsea ASA. The investment will be a part of New Energy segment. No other material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions prevailing on the balance sheet date. The group has 25 full-time employees in Ukraine and 31 full-time employees in Russia. Wilhelmsen is in line with other international companies complying with Group — Accounts and notesParent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 72 4 Accounts and notes – parent company Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 73 Looking out for each other Taking extra care to look out for our employees, both at sea or onshore, during the ongoing pandemic has been essential. Whether through site risk assessments, safety, mental health and wellness campaigns, employee engagement surveys, and crew vaccinations. Income statement Wilh. Wilhelmsen Holding ASA Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 74 NOK thousand Operating income Operating expenses Employee benefits Operating expenses Depreciation Total operating expenses Operating loss Financial income/(expenses) Net financial income Net financial expenses Financial income/(expenses) Profit before tax Tax income/(expense) Profit for the year Transfers and allocations To/(from) equity Proposed dividend Interim dividend paid Total transfers and allocations Note 2021 2020 1 2 1 3 1 1 5 24 062 27 581 (89 686) (42 818) (4 700) (75 425) (44 528) (6 376) (137 204) (126 329) (113 142) (98 748) 838 403 (42 972) 795 431 323 778 (13 661) 310 118 682 289 211 369 11 741 694 030 (23 212) 188 157 381 970 178 320 133 740 694 030 (34 743) 222 900 188 157 Comprehensive income Wilh. Wilhelmsen Holding ASA NOK thousand Profit for the year Items that will not be reclassified to the income statement Remeasurement postemployment benefits, net of tax Total comprehensive income Note 2021 2020 694 030 188 157 11 (3 000) 691 030 (14 336) 173 821 Notes 1 to 15 on the next pages are an integral part of these financial statements. Parent — Accounts and notes Balance sheet Wilh. Wilhelmsen Holding ASA NOK thousand ASSETS Non current assets Deferred tax asset Intangible assets Tangible assets Right-of-use-assets Investments in subsidiaries and associates Sub lease receivable Other non current assets Total non current assets Current assets Current financial investments Trade and other receivables Sub lease receivable Other current assets Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Equity Paid-in capital Own shares Retained earnings Total equity Non current liabilities Pension liabilities Lease liabilities Other non current liabilities Total non current liabilities Current liabilities Public duties payable Trade and other payables Current portion of property lease liabilities Other current liabilities Total current liabilities Total equity and liabilities Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 75 Note 31.12.2021 31.12.2020 5 3 3 4 6 4/14 14 8/9 14 4/14 7/9/14 9 11 4 7 14 4 7/12/14 61 830 59 8 927 34 140 49 643 1 354 9 702 16 802 5 182 787 4 859 064 244 704 34 259 114 031 5 566 707 5 050 596 1 189 234 1 055 001 18 399 28 881 61 475 158 012 1 456 001 7 022 708 4 689 35 037 59 152 108 481 1 262 359 6 312 955 891 600 5 234 221 6 125 821 928 076 (36 476) 4 855 251 5 746 851 70 221 278 275 66 413 128 216 890 348 496 195 519 4 687 4 117 31 221 508 366 548 391 4 829 5 267 39 033 321 455 370 584 7 022 708 6 312 955 Lysaker, 23 March 2022 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Trond Westlie Thomas Wilhelmsen (group CEO) Notes 1 to 15 on the next pages are an integral part of these financial statements. Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 76 Cash flow statement Wilh. Wilhelmsen Holding ASA NOK thousand Note 2021 2020 Cash flow from operating activities Profit before tax Financial (income)/expenses Depreciation Gain on sale of fixed asset Change in net pension liability Change in working capital Net cash provided by operating activities Cash flow from investing activities Proceeds from sale of fixed assets Investments in fixed assets Investments in subsidaries Repayment of financial sub lease Loans (to)/from subsidiaries, cash pool Proceeds from sale of financial investments Purchase of current financial investments Dividend/ group contribution from group companies Dividend and other financial income received from financial assets Paid witholding tax dividend portfolio management Interest received included interests of sublease receivable Changes in other investments Net cash flow from investing activities Cash flow from financing activities Repayment of debt Proceeds from issue of debt Repayment of financial lease debt Interest paid included interest of financial lease debt Dividend to shareholders Net cash flow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents, at the beginning of the period Cash and cash equivalents at 31.12 3/4 3 3 3 6 4 9 1 4 682 289 (795 431) 4 700 (38) 23 437 (85 043) 611 (323 723) 33 860 (30 815) 334 720 (411 213) 622 534 93 701 14 608 5 302 211 369 (310 118) 6 376 (789) (2 005) (12 737) (107 904) (204) 33 649 (71 765) 480 751 (475 665) 364 178 11 121 (614) 7 525 339 585 348 977 200 000 (36 711) (11 660) (356 640) (205 011) 49 531 108 481 158 012 (200 000) (37 314) (11 855) (89 160) (338 330) (97 256) 205 737 108 481 The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities. Notes 1 to 15 on the next pages are an integral part of these financial statements. Parent — Accounts and notes Equity Wilh. Wilhelmsen Holding ASA Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 77 STATEMENT OF CHANGES IN EQUITY NOK thousand Current year's change in equity Equity at 31.12.2020 Proposed dividend Interim dividend paid Liquidation of own shares Profit for the year Comprehensive income for the year Equity at 31.12.2021 NOK thousand 2020 change in equity Equity at 31.12.2019 Proposed dividend Profit for the year Comprehensive income for the year Equity at 31.12.2020 Note Share capital Own shares Retained earnings Total 928 076 (36 476) (36 476) 36 476 891 600 0 4 855 251 (178 320) (133 740) 694 030 (3 000) 5 234 221 5 746 851 (178 320) (133 740) 0 694 030 (3 000) 6 125 821 Share capital Own shares Retained earnings Total 928 076 (36 476) 4 904 330 5 795 930 928 076 (36 476) 4 855 251 5 746 851 (222 900) 188 158 (14 336) (222 900) 188 158 (14 336) At 31 December 2021 the company’s share capital comprises 34 000 000 Class A shares and 10 580 000 Class B shares, totalling 44 580 000 shares with a nominal value of NOK 20 each. Class B shares do not carry a vote at the general meeting. Otherwise, each share confers the same rights in the company. Dividend The proposed dividend for fiscal year 2021 is NOK 4.00 per share, payable in the second quarter 2022. A decision on the proposal will be taken by the annual general meeting on 27 April 2022. 1 823 824 own shares were cancelled during 2021, resulting in nil shares at 31 December 2021. Dividend for fiscal year 2020 was NOK 8.00 per share and was paid in April 2021 (NOK 5.00 per share) and in December 2021 (NOK 3.00 per share). Dividend for fiscal year 2019 was NOK 2.00 per share and was paid in May 2020. Parent — Accounts and notes Note 1 Combined items, income statement NOK thousand OPERATING INCOME Other income Income from group companies Total operating income OTHER OPERATING EXPENSES Expenses to group companies Communication and IT expenses External services Travel and meeting expenses Marketing expenses Other administration expenses Total other operating expenses FINANCIAL INCOME/(EXPENSES) Financial income Investment management Interest income Interest income financial sublease Dividend/group contribution from associates and subsidiaries Other financial income Net currency gain Net financial income Financial expenses Interest expenses Interest expenses financial lease Other financial items Net currency loss Net financial expenses Net financial income Note 2 Employee benefits NOK thousand Pay Payroll tax Pension cost Other remuneration Total employee benefits Average number of employees Detailed remuneration disclosures are provided in the remuneration report. EXPENSED AUDIT FEE (excluding VAT) NOK thousand Statutory audit Other service fees Total expensed audit fee Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 78 Note 2021 2020 14 14 2 8 14 14 182 23 880 24 062 244 26 548 27 581 (12 804) (5 622) (10 348) (446) (1 444) (12 155) (42 818) (13 648) (6 157) (11 266) (1 006) (1 763) (10 689) (44 528) 194 196 107 886 6 283 8 154 622 135 7 636 520 7 200 164 178 1 046 42 948 838 403 323 778 (3 507) (8 154) (1 879) (29 433) (42 972) (3 784) (8 071) (1 805) (13 661) 795 431 310 118 2021 2020 65 872 9 464 9 111 5 240 89 686 52 668 9 033 7 632 6 091 75 425 30 31 2021 2020 651 263 914 535 307 842 Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 79 Note 3 Intangible and tangible assets NOK thousand 2021 Cost at 01.01 Disposals Cost at 31.12 Accumulated depreciation at 01.01 Depreciation/amortisation Disposals Accumulated depreciation at 31.12 Intangible assets Properties Other tangible assets Total 7 277 (894) 6 383 (5 923) (684) 283 (6 324) 10 582 10 582 (3 867) (423) 9 084 9 084 (6 097) (351) (4 290) (6 448) 26 943 (894) 26 050 (15 888) (1 458) 283 (17 063) Carrying amounts at 31.12 59 6 292 2 636 8 987 Depreciation/amortisation intangible and tangible assets Depreciation of right-of-use assets Total depreciation 2021 2020 Cost at 01.01 Additions Disposals Cost at 31.12 Accumulated depreciation at 01.01 Depreciation/amortisation Disposals Accumulated depreciation at 31.12 8 601 204 (1 528) 7 277 (4 717) (1 329) 123 (5 923) 10 582 9 084 10 582 9 084 (3 444) (423) (5 674) (423) (3 867) (6 097) (1 458) (3 241) (4 700) 28 267 204 (1 528) 26 943 (13 835) (2 176) 123 (15 888) Carrying amounts at 31.12 1 354 6 715 2 987 11 056 Depreciation/amortisation intangible and tangible assets Depreciation of right-of-use assets Total depreciation 2020 (2 176) (4 200) (6 376) Useful life Amortisation/depreciation schedule Up to 3 years Up to 25 years 3-10 years Straight-line Straight-line Straight-line Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 80 Note 4 Right-of-use assets and lease liabilities THE LEASE CONTRACTS The company has leases related to property and land. The main part of the leasing liability refer to headquarter and parkingplaces. The external lease of headquarter is subleased to group company. The right-of-use assets related to internal lease of the company’s location in Strandveien 20. Summary of the lease liabilities in the financial statements NOK thousand 2021 Lease liability at 1 January 2021 Cash payments for the principal portion of the lease liability Cash payments for the interest portion of the lease liability Interest expense on lease liabilities Additions and remeasurements Lease liability at 31 December 2021 2020 Lease liability at 1 January 2020 Cash payments for the principal portion of the lease liability Cash payments for the interest portion of the lease liability Interest expense on lease liabilities Additions and remeasurements Lease liability at 31 December 2020 All financial lease is leased from external party. Summary of sublease receivable NOK thousand 2021 Sub lease receivable at 01.01 New sublease agreements/change of estimates Repayment of sub lease receivable Sub lease receivable at 31.12 Non current sub lease receivable Current sub lease receivable Total financial sub lease receivable at 31.12 2020 Sub lease receivable at 01.01 New sublease agreements/change of estimates Repayment of sub lease receivable Sub lease receivable at 31.12 Non current sub lease receivable Current sub lease receivable Total financial sub lease receivable at 31.12 Property including parking places are sub leased to the subsidiary WilService in 2021 and 2020. 167 249 (36 711) (8 154) 8 154 178 957 309 495 222 193 (37 314) (8 071) 8 071 (17 629) 167 249 149 068 158 377 (33 860) 273 585 244 704 28 881 273 585 200 482 (17 765) (33 649) 149 068 114 031 35 037 149 068 Parent — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 81 Cont. note 4 Right-of-use assets and lease liabilities Summary of right-of-use assets not subleased to subsidiary NOK thousand 2021 Right-of-use assets at 01.01 Additions and remeasurements Right-of-use assets cost at 31.12 Accumulated depreciation at 01.01 Depreciation Accumulated depreciation at 31.12 Carrying amounts at 31.12 2020 Right-of-use assets at 01.01 Additions and remeasurements Right-of-use assets cost at 31.12 Accumulated depreciation at 01.01 Depreciation Additions/change of estimates Accumulated depreciation at 31.12 Carrying amounts at 31.12 Note Property 25 196 20 580 45 776 (8 395) (3 241) (11 636) 34 140 25 045 151 25 196 (4 174) (4 200) (20) (8 395) 16 802 3 3 During 2021 the lease agreement for the company and the group’s headquarter at Strandveien 20 was extended until the end of 2031. The company has no other lease contracts. Parent — Accounts and notesNote 5 Tax NOK thousand Allocation of tax income Payable tax/withholding tax Change in deferred tax Total tax income/(expenses) Basis for tax computation Profit before tax 22% tax Tax effect from Net permanent differences Withholding tax Impairment of deferred tax asset Current year calculated tax Effective tax rate Deferred tax asset Tax effect of temporary differences Fixtures Current assets and liabilities Non current liabilities and provisions for liabilities Tax losses carried forward Deferred tax asset Deferred tax asset at 01.01 Tax effect of group contribution Charge to equity (tax of OCI) Change of deferred tax through income statement Deferred tax asset at 31.12 Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 82 2021 2020 11 741 11 741 (614) (22 599) (23 212) 682 289 150 104 211 369 46 501 (161 845) (11 429) (63 903) 614 40 000 23 212 neg. 11% 1 458 2 023 15 449 42 901 61 830 1 248 (10 641) 13 521 45 514 49 643 49 643 68 198 (399) 846 11 741 61 830 4 044 (22 599) 49 643 Note 6 Investments in subsidiaries and associates FINANCIAL REPORTING PRINCIPLES Shares in subsidiaries, joint ventures and associated companies are presented according to the cost method in the parent company. Group contribution received is included in dividends from subsidiaries. Group contributions and dividends from subsidiaries are recognised in the parent company the year for which they are proposed by the subsidiary to the extent the parent company can control the decision of the subsidiary through its shareholdings on the balance sheet date. Shares in subsidiaries, joint ventures and associates are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may exceed the recoverable amount of the investment. An impairment loss is reversed if the impairment situation is deemed to no longer exist. NOK thousand Business office country Voting share/ ownership share 2021 Book value 2020 Book value Associate Wallenius Wilhelmsen ASA Subsidiaries Treasure ASA * Wilhelmsen New Energy AS Wilhelmsen Maritime Services AS WilNor Governmental Services AS Wilhelmsen Accounting Services AS WilService AS Wilh. Wilhelmsen Invest AS Wilhelmsen GRC Sdn Bhd Lysaker, Norway 37.8% 1 130 964 1 130 964 Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Kuala Lumpur, Malaysia 74.8% 100% 100% 51% 100% 100% 100% 100% 1 043 967 1 728 714 1 264 440 1 043 967 1 405 014 1 264 440 9 499 3 622 1 550 23 8 9 499 3 622 1 550 8 5 182 787 4 859 064 Total investments in subsidiaries and associates * At 31.12.2021 Treasure ASA had 6 000 000 own shares (31.12.2020: 3 965 000 own shares). Parent — Accounts and notes Note 7 Combined items, balance sheet NOK thousand OTHER CURRENT ASSETS Cash pool intercompany receivables Other current assets Restricted bank deposits Total other current assets OTHER NON CURRENT LIABILITIES Allocation of commitment Total other non current liabilities OTHER CURRENT LIABILITIES Next year's instalment on interest-bearing debt Proposed dividend Cash pool intercompany payables Other current liabilities Total other current liabilities Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 83 Note 2021 2020 9/14 9 12/13 9/14 39 298 9 163 13 013 61 475 30 944 9 893 18 315 59 152 0 890 890 200 000 178 320 54 616 75 431 508 366 222 900 28 274 70 282 321 455 The fair value of current receivables and payables is virtually the same as the carried amount, since the effect of discounting is insignificant. Lending is at floating rates of interest. Fair value is virtually identical with the carried amount. See note 13. Note 8 Current financial investments NOK thousand Market value asset management portfolio Equities Bonds Other financial derivatives Total current financial investments 2021 2020 678 799 509 680 755 613 060 406 196 35 744 1 189 234 1 055 001 The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market. The net unrealised gain at 31.12 118 052 119 044 The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 12. Parent — Accounts and notes Note 9 Restricted bank deposits and undrawn committed drawing rights Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 84 NOK thousand Undrawn committed drawing rights Undrawn committed drawing rights for 31 December Cash and cash equivalents Banks Total Cash and cash equivalents Restricted bank deposits Banks Total restricted bank deposits 2021 2020 1 039 424 1 156 906 2021 2020 158 012 158 012 108 481 108 481 2021 2020 13 013 13 013 18 315 18 315 WWH ASA is the owner of the cash pool with the Norweigian subsidiaries as participants. Bank balances in subsidiaries are presented as intercompany receivables/payables in the parent financial statements. The cash pool covers following currencies; NOK, USD, EUR, SEK, GBP, JPY, AUD and DKK. There are no credit line related to the cash pool. The parent company has a bank guarantee for the payroll tax. Per 31 December 2021 the guarantee amounted to NOK 7 million (31 December 2020 NOK 7 million). Note 10 Equity FINANCIAL REPORTING PRINCIPLES Share capital and own shares When the parent company purchases its own shares (treasury shares), the consideration paid, including any attributable transaction costs net of income tax, is deducted from the equity attributable to the parent company’s shareholders until the shares are liquidated or sold. Should such shares subsequently be sold or reissued, any consideration received is included in share capital. Dividend and group contribution in the parent accounts Proposed dividend for the parent company’s shareholders is shown in the parent company account as a liability at 31 December current year. Group contribution to the parent company is recognised as a financial income and current asset in the financial statement at 31 December current year. The largest shareholders at 31 December 2021 Shareholders Tallyman AS Pareto Aksje Norge Verdipapirfond Verdipapirfondet Nordea Norge Verdi Citibank Europe plc Citibank Europe plc J.P. Morgan Bank Luxembourg S.A. The Bank of New York Mellon VJ Invest AS Stiftelsen Tom Wilhelmsen Skagen Vekst Verdipapirfond Forsvarets Personellservice Folketrygdfondet Nominee Nominee Nominee Nominee J.P. Morgan Bank Luxembourg S.A. Nominee Varner Equities AS MP Pensjon PK Holmen Spesialfond Clearstream Banking S.A. RBC Investor Services Bank S.A. Intertrade Shipping AS Salt Value AS Other Total number of shares Nominee Nominee A shares B shares Total number of shares % of total shares % of voting stock 20 784 730 2 281 044 23 065 774 51.74% 61.13% 1 126 710 649 794 343 545 886 979 690 162 314 898 390 520 106 029 370 400 600 000 586 000 345 191 126 875 69 169 74 965 339 543 326 175 319 329 10 000 186 532 1 193 601 487 517 377 666 622 873 385 227 505 932 236 000 201 552 415 630 300 247 276 636 3 622 305 000 123 673 1 776 504 1 537 146 1 374 496 1 067 828 937 771 775 747 611 961 606 400 600 000 586 000 546 743 542 505 369 416 351 601 339 543 329 797 319 329 315 000 310 205 3.98% 3.45% 3.08% 2.40% 2.10% 1.74% 1.37% 1.36% 1.35% 1.31% 1.23% 1.22% 0.83% 0.79% 0.76% 0.74% 0.72% 0.71% 0.70% 3.31% 1.01% 2.61% 2.03% 0.93% 1.15% 0.31% 1.09% 1.76% 1.72% 1.02% 0.37% 0.20% 0.22% 1.00% 0.96% 0.94% 0.03% 0.55% 6 002 248 2 213 986 8 216 234 34 000 000 10 580 000 44 580 000 18.43% 100% 17.65% 100% Shares on foreigners hands At 31 December 2021, 4 907 784 (14.43%) A shares and 3 109 739 (29.39%) B shares was held by foreign shareholders. Corresponding figures at 31 December 2020 were 4 336 816 (12.56%) A shares and 2 736 738 (23.29%) B shares. Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 85 Cont. note 10 Equity SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF WILH. WILHELMSEN HOLDING ASA AT 31 DECEMBER 2021 Name A shares B shares Total Part of total shares Part of voting stock Board of directors Carl E. Steen (chair) Trond Ø. Westlie Rebekka Glasser Herlofsen Karin Ulrika Laurin Morten Borge Senior executives 8 000 8 000 Thomas Wilhelmsen - group CEO 20 834 524 2 288 210 23 122 734 Christian Berg - group CFO 516 516 Nomination committee Gunnar Fredrik Selvaag Jan Gunnar Hartvig Silvija Seres Note 11 Pension 0.02% 0.00% 0.00% 0.00% 51.87% 0.00% 0.00% 0.00% 0.00% 0.02% 0.00% 0.00% 0.00% 61.28% 0.00% 0.00% 0.00% 0.00% Description of the pension scheme The company’s defined contribution pension schemes for Norwegian employees are with financial institute, similar solutions with different investment funds. The company has “Ekstrapensjon”, a contribution plan for all Norwegian employees with salaries exceeding 12 times the Norwegian National Insurance base amount (G). The contribution plan replaced the company obligations mainly financed from operation. In addition the company has agreements on early retirement. This obligations are mainly financed from operations. The company has obligation towards one employee in the company’s senior executive management. The obligation is mainly covered via group annuity policies in Storebrand. Pension costs and obligations includes payroll taxes. No provision has been made for payroll tax in pension plans where the plan assets exceed the plan obligations. The liability recognised in the balance sheet in respect of the remaining defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligations are calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Number of people covered by pension schemes at 31.12 In employment On retirement (inclusive disability pensions) Total number of people covered by pension schemes Financial assumptions for the pension calculations: Discount rate Anticipated pay regulation Anticipated increase in National Insurance base amount (G) Anticipated regulation of pensions Funded Unfunded 2021 2020 2021 2020 1 1 1 1 1 5 6 1 5 6 Expenses Commitments 2021 2020 31.12.2021 31.12.2020 1.60% 1.75% 1.75% 0.10% 2.30% 2.00% 2.00% 0.10% 1.80% 2.25% 2.25% 0.10% 1.60% 1.75% 1.75% 0.10% Anticipated pay regulation are business sector specific, influenced by composition of employees under the plans. Anticipated increase in G is tied up to the anticipated pay regulations. Anticipated regulation of pensions is determined by the difference between return on assets and the hurdle rate. Actuarial assumptions: all calculations are calculated on the basis of the K2013 mortality tariff. The disability tariff is based on the KU table. Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 86 Cont. note 11 Pension NOK thousand Pension expenses Service cost Net interest cost Cost of defined contribution plan Net pension expenses 2021 2020 Funded Unfunded Total Funded Unfunded Total 2 276 205 5 800 8 281 59 771 830 2 335 976 5 800 9 111 1 897 203 4 691 6 791 57 784 841 1 954 987 4 691 7 632 NOK thousand 2021 2020 Remeasurements - Other comprehensive income Effect of changes in financial assumptions Effect of experience adjustments (Return) on plan assets (excluding interest income) Gross remeasurement (gain) loss included in OCI Tax effect Remeasurement (gain) loss recognised in OCI - net of tax Pension obligations Defined benefit obligation at end of prior year Service cost Interest expense Benefit payments from plan Effect of changes in financial assumptions Effect of experience adjustments Pension obligations at 31.12 Fair value of plan assets Fair value of plan assets at end of prior year Interest income Employer contributions Administrative expenses paid from plan assets Return on plan assets (excluding interest income) Gross pension assets at 31.12 Other comprehensive income Gross pension other comprehensive income Tax effect Net equity effect Specification of funded and unfunded obligation Defined benefit obligation funded Defined benefit obligation unfunded Fair value of plan assets Net liability (809) 4 725 (70) 3 846 846 3 000 82 613 2 105 1 250 (1 463) (809) 4 725 88 421 8 378 10 278 (276) 18 380 4 044 14 336 63 960 1 804 1 328 (3 135) 8 378 10 278 82 613 16 200 13 922 274 1 886 (282) 122 422 1 811 (231) 276 18 200 16 200 3 794 (835) 2 959 18 380 (4 044) 14 336 32 669 55 752 18 200 70 221 29 927 52 686 16 200 66 413 Premium payments in 2022 are expected to be NOK 8.5 million (2021: NOK 8.9 million). Payments from operations are estimated at NOK 1.7 million (2021: NOK 2.3 million). Parent — Accounts and notesNote 12 Interest-bearing debt NOK thousand Interest-bearing debt Bank loan Total interest-bearing debt Repayment schedule for interest-bearing debt Due in year 1 Total interest-bearing debt Held as collateral within a securities’ finance facility The portfolio of financial investments Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 87 2021 2020 200 000 200 000 200 000 200 000 0 0 1 188 479 1 019 256 The parent company had in addition undrawn revolving facilities at 31 December 2021. The parent company’s financing arrangement provides for customary financial covenants related to minimum liquidity, and minimum value adjusted equity ratio. The company was in compliance with these covenants at 31 December 2021 (analougue for 31 December 2020). FINANCIAL RISK See note 13 to the parent accounts and note 19 to the group accounts for further information on financial risk, and note 18 to the group accounts concerning the fair value of interest-bearing debt. Note 13 Financial risk CREDIT RISK Guarantees The group’s policy is that the parent company will not provide any financial guarantees. Cash and bank deposits The parent’s exposure to credit risk on cash and bank deposits is considered to be very limited as the parent maintain banking relationships with a selection of banks with strong credit ratings. LIQUIDITY RISK The parent’s approach to managing liquidity is to ensure sufficient liquidity to meet its liabilities, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the parent and group’s reputation. The parent’s liquidity risk is considered to be low in the sense that it holds significant liquid assets in addition to undrawn credit facilities. FAIR VALUE ESTIMATION The fair value of financial instruments traded in an active market is based on quoted market prices on the balance sheet date. The fair value of financial instruments not traded in an active market (over-the-counter contracts) are based on third party quotes. Specific valuation techniques used to value financial instruments include: Quoted market prices or dealer quotes for similar instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. The fair value of interest rate swap option (swaption) contracts is determined using observable yield curve, volatility and time-to-maturity parameters at the balance sheet date, resulting in a swaption premium. The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value. The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curves and time-to-maturity parameters at the balance sheet date, resulting in an option premium. The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the company for similar financial instruments. Parent — Accounts and notes Cont. note 13 Financial risk NOK thousand 2021 Interest-bearing debt Bank loan Total interest-bearing debt at 31.12 2020 Interest-bearing debt Bank loan Total interest-bearing debt at 31.12 Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 88 Fair value Carrying amount 200 000 200 000 200 000 200 000 0 0 The fair value of financial instruments traded in active markets is based on closing prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. by using valuation techniques. These valuation techniques use observable market data where available and rely as little as possible on entity specific estimates. These instruments are included in level 2. Instruments included in level 2 are FX and IR derivatives. The fair value of financial instruments not traded in an active market is determined If one or more of significant valuation inputs is not based on observable market data, the instruments are included in level 3. Total financial instruments and short term financial investments NOK thousand 2021 Financial assets to fair value through income statement – Bonds – Equities – Financial derivatives Total assets at 31.12 2020 Financial assets at fair value through income statement – Bonds – Equities – Financial derivatives Total assets at 31.12 Level 1 Level 2 Level 3 Total balance 509 680 678 799 1 188 479 406 196 613 060 1 019 256 755 755 35 744 35 744 509 680 678 799 755 0 1 189 234 406 196 613 060 35 744 0 1 055 001 Parent — Accounts and notes Cont. note 13 Financial risk Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 89 Financial instruments by category NOK thousand 2021 Assets Sub lease receivable non current Other non current assets Current financial investments Financial derivatives Sub lease receivable Other current assets Cash and cash equivalent Assets at 31.12.2021 Liabilities Property lease liabilities non current Current interest-bearing debt Current portion of property lease liabilities Other current liabilities Liabilities at 31.12.2021 2020 Assets Sub lease receivable non current Current financial investments Financial derivatives Sub lease receivable Other current assets Cash and cash equivalent Assets at 31.12.2020 Liabilities Property lease liabilities non current Current portion of property lease liabilities Other current liabilities Liabilities at 31.12.2020 Note 4 14 8 8 4 7 Note 4 7 4 7 Note 4 8 8 4 7 Note 4 4 7 Financial assets at amortised cost Fair value through income statement 244 704 34 259 28 881 79 874 158 012 545 730 1 188 479 755 1 189 234 Other financial liabilities at amortised cost Fair value through income statement 278 275 200 000 31 221 263 786 773 281 0 Other financial liabilities at amortised cost Fair value through income statement 114 031 35 037 63 840 108 481 321 390 1 019 256 35 744 1 055 001 Other financial liabilities at amortised cost Fair value through income statement 128 216 39 033 321 455 488 705 0 Total 244 704 34 259 1 188 479 755 28 881 79 874 158 012 1 734 964 Total 278 275 200 000 31 221 263 786 773 281 Total 114 031 1 019 256 35 744 35 037 63 840 108 481 1 376 390 Total 128 216 39 033 321 455 488 705 See note 19 to the group financial statement for further information about the group risk factors. Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 90 Note 14 Related party transaction The ultimate owner of the group Wilh.Wilhelmsen Holding ASA is Tallyman AS, which holds about 61% of voting shares of the company. Tallyman AS is controlled by Thomas Wilhelmsen. Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2021 Name A shares B shares Total Part of total shares Part of voting stock Family Thomas Wilhelmsen 20 834 524 2 288 210 23 122 734 51.87% 61.28% WWH ASA delivers services to other group companies, primarily human resources, communication and treasury (“Shared Services”). In accordance with service level agreements, WilService AS delivers in-house services such as canteen, post, switchboard and rent of office facilities, Wilhelmsen Global Business Services delivers accounting services and IT to WWH. Generally, Shared Services are priced using a cost plus 5% margin calculation, in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually. NOK thousand KEY MANAGEMENT PERSONNEL Short-term employee benefits Key management personnel compensation Detailed remuneration disclosures are provided in the remuneration report. 2021 2020 26 429 26 429 23 644 23 644 NOK thousand Note 2021 2020 OPERATING REVENUE FROM GROUP COMPANIES WAWI group Maritime Services Other Strategic Holdings and Investments New Energy Operating revenue from group companies OPERATING EXPENSES TO GROUP COMPANIES Maritime Services Strategic Holdings and Investments Operating expenses to group companies FINANCIAL INCOME FROM GROUP COMPANIES Maritime Services Strategic Holdings and Investments Financial income from group companies FINANCIAL EXPENSES TO GROUP COMPANIES Maritime Services Strategic Holdings and Investments Financial expenses to group companies ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH GROUP COMPANIES Account receivables Maritime Services Strategic Holdings and Investments Account receivables from group companies Account payables Maritime Services Strategic Holdings and Investments Account payables to group companies 4 443 14 336 4 467 635 23 880 4 426 16 105 5 866 150 26 548 (5 910) (6 894) (12 804) (1 803) (11 845) (13 648) 380 722 255 995 636 717 16 180 424 180 439 (2 471) (2 471) 5 155 1 385 6 540 (1 396) (80) (1 476) (1) (3 014) (3 016) 2 033 2 2 036 (204) (171) (375) 1 1 1 1 7 7 Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 91 Cont. note 14 Related party transaction NOK thousand Note 2021 2020 Cash pool receivables Strategic Holdings and Investments Cash pool receivables from group company Cash pool payables Maritime Services Strategic Holdings and Investments Cash pool payables to group company NON CURRENT LOAN TO GROUP COMPANIES Strategic Holdings and Investments Non current loan to group companies NON CURRENT SUBLEASE TO GROUP COMPANIES Strategic Holdings and Investments - Wilservice AS Non current sublease to group companies CURRENT SUBLEASE TO GROUP COMPANIES Strategic Holdings and Investments - Wilservice AS Current sublease to group companies 9 9 7 4 4 39 298 39 298 30 944 30 944 (11 276) (43 340) (54 616) (15 407) (12 867) (28 274) 34 259 34 259 0 244 704 244 704 114 031 114 031 28 881 28 881 35 037 35 037 Note 15 Events after the balance sheet date No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions prevailing on the balance sheet date. Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 92 To the General Meeting of Wilh. Wilhelmsen Holding ASA Independent Auditor’s Report Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Wilh. Wilhelmsen Holding ASA, which comprise: • The financial statements of the parent company Wilh. Wilhelmsen Holding ASA (the Company), which comprise the balance sheet as at 31 December 2021, the income statement, comprehensive income and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and • The consolidated financial statements of Wilh. Wilhelmsen Holding ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2021, the income statement, comprehensive income, consolidated statement of changes in equity and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion: • • • the financial statements comply with applicable statutory requirements, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with simplified application of international accounting standards according to section 3-9 of the Norwegian Accounting Act, and the financial statements give a true and fair view of the financial position of the Group as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 93 Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of the Company for 12 years from the election by the general meeting of the shareholders on 25 February 2010 for the accounting year 2010. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The Groups business operations, who continue to evolve due to ongoing improvement projects, are largely the same as last year. We have not identified regulatory changes, transactions or other events that qualified as new Key Audit Matters for this year’s audit. Key Audit Matter How our audit addressed the Key Audit Matter Revenue from contracts with customers This has been an area of focus for the audit due to the amounts involved. Revenue from contracts with customers in the Maritime Services and New Energy segments was USD 555 million and USD 310 million respectively for the year ended December 31, 2021. Further, there is an inherent risk of errors when a business handles multiple revenue streams, where each of them consists of large numbers of transactions that adds up to material amounts. The inherent risk of errors increases from the complexity that sometimes accompany the requirements for management to use judgement, particularly to determine the transaction price and to decide when performance obligations are satisfied. We refer to note 3 Revenue, where management explain the various revenue streams and how they are accounted for under IFRS 15 - Revenue from contracts with customers and IFRS 16 - Leases. Here, management also explains the different performance obligations, measurement of the transaction price and We obtained and studied managements’ accounting policy to assess it against relevant IFRSs. We discussed with management how the specific requirements of the standards, in particular IFRS 15 – Revenue from contracts with customers, were met. We found that we were able to agree with management about their accounting policies and that their assessments were reasonable. To assess the accuracy of their practices, we tested, on a sample basis, each revenue stream towards information such as contract terms, invoices and bank payments. We found that the revenue was recorded accurate and in accordance with the underlying documentation. Further, to assess the determined transaction prices, we obtained an understanding of the price for services and products, including discounts and customer bonus through interviews with management, walkthroughs and review of process descriptions. In addition, we obtained and read a selection of customer contracts to understand whether the determined prices were in accordance with the contract terms. We found no significant deviations in management's assessments. Through interviews with management and review of a selection of sales documentation such as customer contracts and invoices, we obtained an understanding (2) Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 94 Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA whether income should be recognized net or gross. of the assumptions management assessed to decide on when the performance obligations were satisfied. We concluded that management’s assumptions were reasonable. We compared the related disclosures in note 3 to the financial statements for the Group to the requirements of the applicable financial reporting framework, IFRS. We found that the disclosure appropriately explained the revenue from contracts with customers and lease revenue. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • • is consistent with the financial statements and contains the information required by applicable legal requirements. Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with simplified application of international accounting standards according to the Norwegian Accounting Act section 3-9, and for the preparation and true and fair view of the consolidated financial statements of the Group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going (3) Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 95 Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's or the Group's internal control. • • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. • 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. (4) Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 96 Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on compliance with Regulation on European Single Electronic Format (ESEF) Opinion We have performed an assurance engagement to obtain reasonable assurance that the financial statements with file name Wilhelmsen Holding-2021-12-31-en.zip have been prepared in accordance with Section 5-5 of the Norwegian Securities Trading Act (Verdipapirhandelloven) and the accompanying Regulation on European Single Electronic Format (ESEF). In our opinion, the financial statements have been prepared, in all material respects, in accordance with the requirements of ESEF. Management’s Responsibilities Management is responsible for preparing, tagging and publishing the financial statements in the single electronic reporting format required in ESEF. This responsibility comprises an adequate process and the internal control procedures which management determines is necessary for the preparation, tagging and publication of the financial statements. Auditor’s Responsibilities For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger Oslo, 23 March 2022 PricewaterhouseCoopers AS Thomas Fraurud State Authorised Public Accountant (5) Parent — Accounts and notes Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 97 Responsibility statement We confirm, to the best of our knowledge, that the condensed set of financial statements for the period 1 January to 31 December 2021 have been prepared in accordance with current applicable accounting standards and give a true and fair view of the group assets, liabilities, financial position and profit for the entity and the group taken as a whole. We also confirm, that the Board of Directors’ Report includes a true and fair review of the development and performance of the business and the position of the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group. Lysaker, 23 March 2022 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Trond Westlie Thomas Wilhelmsen (group CEO) Parent — Accounts and notesGroup — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 98 5 Corporate structure Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 99 Safe and secure operations Despite the challenges posed by the ongoing pandemic, we have consistently provided safe and secure operations. This is testament to the 15000+ Wilhelmsen employees onshore and at sea who will always be our most valuable asset. Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 100 Corporate structure At 31 December 2021 WWH group Wilh. Wilhelmsen Holding ASA, Norway Wallenius Wilhelmsen ASA, Norway 37.82% Treasure ASA, Norway 74.82% Wilhelmsen Maritime Services AS, Norway Wilhelmsen New Energy AS, Norway Maritime Services Segment New Energy Segment Unless otherwise stated, the company is wholly-owned. For group company list sorted by business area see below list. Strategic Holdings and Investments Wilh. Wilhelmsen Holding ASA, Norway Wallenius Wilhelmsen ASA 37.82% Treasure ASA 74.82% WilNor Governmental Services AS 100% ** Wilhelmsen GRC Sdn.Bhd. WilService AS, Norway Wilhelmsen Accounting Services AS, Norway Den Norske Amerikalinje AS WGS Properties AS Wilh. Wilhelmsen Invest AS Hyundai Glovis Ltd 11.00% Olavsvern Group AS 66% WGS Solution AS Wilh. Wilhelmsen Holding Invest Malta Ltd * Unless otherwise stated, the company is wholly-owned. * Wilh. Wilhelmsen Holding Invest Malta Ltd is owned by Wilhelmsen New Energy AS ** 51% owned by Wilh Wilhelmsen Holding ASA and 49% of the shares are owned by NorSea Group Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 101 Group management team. Thomas Wilhelmsen (group CEO), Benedicte Teigen Gude (Executive vice president HR, culture, and communication) and Christian Berg (group CFO). From left: Bjørge Grimholt (Executive vice president Maritime Services), Jan Eyvin Wang (Executive vice president New Energy), Maritime services Wilhelmsen Maritime Services AS, Norway Wilhelmsen Ship Management Wilhelmsen Ships Service Wilhelmsen Insurance Services AS Denholm Port Services Ltd 40% Wilhelmsen Ship Management Holding AS Norway Wilhelmsen Ships Service AS, Norway For group company list sorted by business area see below list. Unless otherwise stated, the company is wholly-owned. Business area Legal entity Group — Corporate structure Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 102 Maritime services Company name Wilhelmsen Maritime Services Wilhelmsen Insurance Services AS Wilhelmsen Ship Management Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda Wilhelmsen Marine Personnel d.o.o. Diana Wilhelmsen Management Limited Wilhelmsen Ahrenkiel GmbH Verwaltung Wilhelmsen Ahrenkiel GmbH BWW LPG Limited Barklav (Hong Kong) Limited Wilhelmsen Marine Personnel (Hong Kong) Ltd Wilhelmsen Ship Management Limited WSM Global Services Limited Wilhelmsen Ship Management (India) Private Limited BWW LPG Sdn Bhd (in liquidation) Wilhelmsen Ship Management Sdn Bhd Wilhelmsen Ship Management Services Sdn Bhd (in liquidation) Wilhelmsen Ahrenkiel Netherland Wilhelmsen Marine Personnel (Norway) AS Wilhelmsen Ship Management (Norway) AS OOPS (Panama) SA Wilhelmsen-Smith Bell Manning Inc Wilhelmsen Marine Personnel Sp z.o.o. Wilhelmsen Ship Management Korea Ltd Barklav SRL Wilhelmsen Marine Personnel Novorossiysk Ltd Wilhelmsen Ship Management Singapore Pte Ltd Wilhelmsen Ship Management Denizcilik Ve Ticaret Anonim Sirketi Wilhelmsen Marine Personnel (Ukraine) Ltd Wilhelmsen Ship Management (USA) Inc Wilhelmsen Ship Management UK Limited Wilhelmsen Marine Personnel (Ukraine) Ltd Wilhelmsen Ship Management (USA) Inc Wilhelmsen Ships Service Wilhelmsen Ships Service Algeria SPA Wilhelmsen Ships Service Argentina SA Hunter Marine Holdings Pty Ltd Cargomax Pty Ltd Hunter Marine Surveyors Pty Ltd Wilhelmsen Ships Service Pty Limited Wilhelmsen Marine Products Pty Ltd WLB Shipping Pty Ltd WWHI Property Australia Pty Ltd Almoayed Wilhelmsen Ltd Wilhelmsen Ships Service NV Wilhelmsen Ships Service do Brasil Ltda Wilhelmsen Port Services Brasil Ltda Wilhelmsen Ships Service Ltd Wilhelmsen Ships Service Inc Wilhelmsen Ships Service Agencia Maritima SA Wilhelmsen Ships Service (Chile) S.A. Wilhelmsen Huayang Ships Service (Beijing) Co Ltd Wilhelmsen Huayang Ships Service (Shanghai) Co Ltd Wilhelmsen Ships Service Co Ltd Wilhelmsen Ships Service Colombia SAS Wilhelmsen Ships Service Cote d'Ivoire SARL Wilhelmsen Ships Service Cyprus Ltd Wilhelmsen Ships Service A/S Wilhelmsen Ships Service Ecuador SA Barwil Arabia Shipping Agencies SAE Barwil Egytrans Shipping Agencies SAE Country Norway Brazil Croatia Cyprus Germany Germany Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong India Malaysia Malaysia Malaysia Netherland Norway Norway Panama Philippines Poland Republic of Korea Romania Russia Singapore Turkey Ukraine United States United Kingdom Ukraine United States Algeria Argentina Australia Australia Australia Australia Australia Australia Australia Bahrain Belgium Brazil Brazil Bulgaria Canada Chile Chile China China China Colombia Cote d'Ivoire Cyprus Denmark Ecuador Egypt Egypt Ownership % 100.00% 100.00% 100.00% 50.00% 50.00% 50.00% 49.00% 50.00% 100.00% 100.00% 100.00% 100.00% 49.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 25.00% * 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% * 100.00% 60.00% 60.00% 60.00% 100.00% 100.00% 100.00% 100.00% 40.00% * 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 49.00% * 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 35.00% 49.00% * Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 103 cont. Maritime services Company name Wilhelmsen Ships Service Scan Arabia Shipping Agencies SAE Wilhelmsen Ships Service LLC (Egypt) Wilhelmsen Ships Service Oy Ab Auxiliaire Maritime SAS Wilhelmsen Ships Service France SAS Wilhelmsen Marine Products France SAS Wilhelmsen Ships Service Georgia Ltd Barwil Agencies GmbH Wilhelmsen Ships Service GmbH Wilhelmsen Ships Service (Gibraltar) Limited Wiltrans (Gilbraltar) Limited Wilhelmsen Ships Service Hellas SA Wilhelmsen Ships Agency Hellas SM S.A Wilhelmsen Ships Service Limited Wilhelmsen Maritime Services Private Limited Barwil For Maritime Services Co Ltd Iraqi-Norwegian Company For Marine Navigation and Maritime Services Ltd Wilhelmsen Ships Service SpA Wilhelmsen Ships Service (Japan) Pte Ltd - Legal Branch Wilhelmsen Ships Service Co Ltd Wilhelmsen Ships Service Ltd Alghanim Barwil Shipping Co-Kutayba Yusuf Ahmed & Partners WLL Wilhelmsen Ships Service Lebanon SAL Wilhelmsen Freight & Logistics Sdn Bhd Wilhelmsen IT Services Sdn Bhd Wilhelmsen Ships Service Holdings Sdn Bhd Wilhelmsen Ships Service Malaysia Sdn Bhd Wilhelmsen Ships Service Trading Sdn Bhd WSS Global Business Services Sdn Bhd Wilhelmsen Ships Service Malta Limited Unitor de Mexico, SA de CV Wilhelmsen Ships Service (Mozambique), Limitada Wilhelmsen Ships Service (Myanmar) Limited Wilhelmsen Ships Service BV Wilhelmsen Port Services B.V. Unitor Ships Service NV Netherland Anthilles Wilhelmsen Ships Service Limited Wilhelmsen Port Services Limited Barwil Agencies AS Wilhelmsen Chemicals AS Wilhelmsen Global Business Services AS Wilhelmsen Ships Service AS Wilhelmsen Towell Co LLC Wilhelmsen Ships Service (Private) Limited Barwil Agencies SA Intertransport Air Logistics SA Lowill SA Scan Cargo Services SA Transcanal Agency SA Wilhelmsen Ships Service SA Wilhelmsen-Smith Bell (Subic) Inc Wilhelmsen-Smith Bell Shipping Inc Wilhelmsen Ships Service Philippines Inc Wilhelmsen Ships Service Polska Sp z.o.o. Wilhelmsen Business Services Center Sp.z.o.o. Argomar-Navegcao e Transportes SA Wilhelmsen Ships Service Portugal, S.A Perez Torres Portugal Lda Wilhelmsen Ship Services Qatar Ltd Wilhelmsen Hyopwoon Ships Service Ltd Wilhelmsen Ship Services Co Ltd Barwil Star Agencies SRL Country Egypt Egypt Finland France France France Georgia Germany Germany Gibraltar Gibraltar Greece Greece Hong Kong India Iraq Iraq Italy Japan Japan Kenya Kuwait Lebanon Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malta Mexico Mozambique Myanmar Netherlands Netherlands Netherlands Antilles New Zealand New Zealand Norway Norway Norway Norway Oman Pakistan Panama Panama Panama Panama Panama Panama Philippines Philippines Philippines Poland Poland Portugal Portugal Portugal Qatar Republic of Korea Republic of Korea Romania Ownership % 49.00% * 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 49.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 60.00% 49.00% * 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 25.00% 25.00% * 25.00% 100.00% 100.00% 100.00% 100.00% 50.00% 0.00% * 50.00% 100.00% 100.00% Group — Corporate structurecont. Maritime services Company name Wilhelmsen Ships Service Wilhelmsen Ships Service OOO Limited Liability Company " Wilhelmsen Marine Products" Barwil Agencies Ltd For Shipping Binzagr Barwil Maritime Transport Co Ltd Wilhelmsen Ships Service Senegal SUARL Unitor Cylinder Pte Ltd Wilhelmsen Ships Service (Japan) Pte Ltd Wilhelmsen Ships Service (S) Pte Ltd Wilhelmsen Global Husbandry Services Pte Ltd Havtec Pte Ltd Wilhelmsen Port Services (S) Pte. Ltd. Timm Slovakia s.r.o Barwil (South Africa) Pty Ltd Krew-Barwil (Pty) Ltd Wilhelmsen Ships Services (Pty) Ltd Wilhelmsen Ships Services South Africa (Pty) Ltd Wilhelmsen Ships Service Canarias SA Wilhelmsen Ships Service Spain SAU Wilhelmsen Port Services Spain S.L Baasher Barwil Agencies Ltd. Wilhelmsen Ships Service AB Wilhelmsen Ships Service Inc Wilhelmsen Ship Services Ltd Wilhelmsen Ships Service (Thailand) Ltd Wilhelmsen Denizcilik Hizmetleri Ltd Sirketi Wilhelmsen Lojistick Hizmetleri Ltd Sirketi Wilhelmsen Ships Service Ukraine Ltd Barwil Dubai LLC Wilhelmsen Ship Services LLC Triangle Shipping Agencies LLC Wilhelmsen Ships Service AS (Dubai Branch) Wilhelmsen Maritime Services JAFZA Wilhelmsen Ships Service LLC - Fujairah Wilhelmsen Port Services L.L.C Denholm Wilhelmsen Ltd Wilhelmsen Ships Service Limited Wilhelmsen Ships Service Inc Unitor Holding Inc Wilhelmsen Port Services, Inc International Shipping Co Ltd Wilhelmsen Sunnytrans Co Ltd * Additional profit share agreement Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 104 Country Russia Russia Saudi Arabia Saudi Arabia Senegal Singapore Singapore Singapore Singapore Singapore Singapore Slovakia South Africa South Africa South Africa South Africa Spain Spain Spain Sudan Sweden Taiwan Tanzania Thailand Turkey Turkey Ukraine United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates United Kingdom United Kingdom United States United States United States Vietnam Vietnam Ownership % 100.00% 100.00% 70.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 100.00% 70.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 49.00% * 100.00% 100.00% 100.00% 49.00% * 42.50% 49.00% * 100.00% 100.00% 49.00% * 100.00% 40.00% 100.00% 100.00% 100.00% 100.00% 0.00% * 49.00% * Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 105 New Energy Wilh. Wilhelmsen Holding ASA, Norway Wilhelmsen New Energy AS NorSea Wind Holding AS * Edda Wind ASA 25.66% NorSea Group AS 75.15% Topeka Holding AS RaaLabs AS Massterly AS 50% Dolittle AS 45.97% Loke Marine Minerals AS 18% Ivaldi Group Inc 10% New Energy Company name NorSea Group Australia PTY Ltd NorSea Denmark A/S NorSea Denmark Property A/S NorSea Wind A/S NSG Wind A/S NorSea Wind GmbH Raa Labs AS Dolittle AS Massterly AS Loke Marine Minerals AS NorSea Property AS NorSea Impact AS NorSea Industrial Holding AS NorSea Wind Holding AS CCB Energy Holding AS Vestbase Eiendom AS Averøy Eiendom AS Orvikan Eiendom AS NorSea Fighter AS NorSea Eiendom Dusavik AS NorSea Eiendom Tananger AS NorSea Tananger 107 AS Tananger Eiendom AS Konciv AS (tidl NSG Digital AS) Topeka Nattruten AS For group company list sorted by business area see below list. * NorSea Wind Holding AS is owned 50% by Wilhelmsen Ship Management Holding AS and NorSea Group Country Australia Denmark Denmark Denmark Denmark Germany Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Ownership % 100.00% 100.00% 100.00% 100.00% * 100.00% * 100.00% * 100.00% ** 45.97% ** 50.00% ** 18.00% *** 100.00% 100.00% 100.00% 100.00% * 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.91% Group — Corporate structurecont. New Energy Company name Maritime Waste Management AS NorSea Norbase AS OS Expressene AS NSG Maritime AS Westport AS Elevon AS CCB Holding AS Vikan Næringspark Invest AS Dusavik Utvikling AS SørSea AS Polarlift AS Polar Algae AS KS Coast Center Base Risavika Eiendom AS Eldøyane Næringspark AS LoVe Miljøbase AS Risavika Havnering 14 AS Strandparken Holding AS Logiteam AS CCB Subsea AS Hammerfest Næringsinvest AS Windworks Jelsa AS Narvikeiendommen AS Norsea 123 Ltd. NorSea UK Ltd Evelon AB NorSea Wind Ltd * Own 50% by Wilhelmsen Ship Management Holding AS and 50% by NorSea group ** Own by Wilhelmsen New Energy AS *** Own 9% by Wilhelmsen New Enery AS and 9% by NorSea group Wilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 106 Country Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Scotland Scotland Sweden Ownership % 75.00% 78.95% 100.00% 78.00% 66.66% 50.00% 50.00% 50.00% 43.60% 50.00% 50.00% 40.00% 49.75% 42.00% 37.97% 33.33% 100.00% 33.07% 17.00% 17.00% 32.26% 33.33% 49.00% 100.00% 100.00% 50.00% United Kingdom 100.00% * Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2021 — Page 107 Group — Corporate structurewilhelmsen.com E b e r l i n P h o t o s : H a n s F r e d r i k A s b ø r n s e n j Wilh. Wilhelmsen Holding ASA Phone: (+47) 67 58 40 00 Postal address: PO Box 33, NO-1324 Lysaker, Norway Visiting address: Strandveien 20, NO-1366 Lysaker, Norway Follow us on Twitter | Facebook | LinkedIn | Instagram

Continue reading text version or see original annual report in PDF format above