Wilh. Wilhelmsen Holding ASA Annual Report 2022

Plain-text annual report

Enable. Enhance. Simplify. Annual report 2022 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 2 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 2022 2021 2020 2019 2018 USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill 958 153 83 306 293 282 2 898 730 2 355 654 874 141 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 USD mill 3 628 3 448 3 488 3 293 3 079 USD mill USD mill % % 64 267 1.1 65% 122 366 0.9 65% 194 393 1.3 65% 98 255 1.2 63% 62 227 1.1 66% 13% 4% 6% 6% -4% USD USD 6.63 3.42 1.63 3.16 2.63 3.10 2.46 3.24 (1.48) 1.68 Thousand 44 580 44 580 44 580 45 948 46 404 NOK 7.00 8.00 2.00 5.00 5.50 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) 8 5 9 4 7 8 2 1 8 0 5 8 1 7 8 Operating profit (USD mill) 3 8 3 7 8 7 0 6 6 3 Net profit (USD mill) Net profit after non-controlling interest (USD mill) 3 9 2 8 7 1 0 3 1 3 5 2 8 2 7 1 1 4 1 1 2 7 2022 2021 2020 2019 2018 5 7 - 9 6 - Group — Key figuresWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 3 Wilhelmsen in brief – our vision 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 NEW ENERGY STRATEGIC HOLDINGS AND INVESTMENTS Our ambition is to be the leading provider of products and services for the global merchant fleet – driving sustainable transformation of our industry. Our ambition is to drive energy infrastructure transformation and maritime decarbonisation. Our ambition is to achieve capital growth through our global footprint, legacy holdings and leading industrial partnerships. Share of total income Year 2022 Share of total income Year 2022 Share of total income Year 2022 1% 65% 34% Share of total assets As per 31.12.2022 Share of total assets As per 31.12.2022 Share of total assets As per 31.12.2022 25% 22% 54% • Wallenius Wilhelmsen ASA (37.9%) • Treasure ASA (77.0%) – Hyundai Glovis (11.0%) • WilNor Governmental Services (99.5%) • Financial investments • Holding activities • Wilhelmsen Maritime Services AS • Wilhelmsen Ships Service • Wilhelmsen Port Services • Wilhelmsen Ship Management • Wilhelmsen Chemicals • Wilhelmsen Insurance Services • Global Business Services • NorSea Group (99.0%) • NorSea Wind (99.5%) • Edda Wind ASA (25.7%) • Topeka • Massterly (50%) • Raa Labs • Dolittle (46%) • Ivaldi (10%) • Loke Marine Minerals (18%) • Reach Subsea ASA (20.4%) 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 Have an engaging and safe workplace with no harm to people. Equality and diversity 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. Group — Key figuresWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 4 Content Strength in-depth The Wilhelmsen group’s ambition is to develop companies within maritime services, shipping, logistics, renewables, and related infrastructure through active ownership. Wilhelmsen has 247 offices in 58 countries, with 10 868 seafarers and 5 031 land-based employees as of the end of 2022. ContentWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 5 1 – Group CEO’s statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 007 Making headway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 008 2 – Directors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 010 Main development and strategic direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 012 Financial results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 013 Maritime Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 015 New Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 016 Strategic Holdings and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 017 Risk review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 020 Health, safety and working environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 021 Organisation and people development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 021 Human rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 022 Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 022 Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 023 Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 023 Directors and Officers Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 023 Allocation of profit, dividend and share buy back . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 023 Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 024 3 – Accounts and notes – group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 027 Wilh. Wilhelmsen Holding ASA group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 028 Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 028 Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 028 Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 029 Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 030 Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 031 General accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 032 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 033 4 – Accounts and notes – parent company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 076 Wilh. Wilhelmsen Holding ASA parent company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 078 Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 078 Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 078 Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 079 Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 080 Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 081 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 082 Auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 098 Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 5 – Corporate structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105 Wilh. Wilhelmsen Holding group main structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 Strategic Holdings and Investments segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 Maritime Services segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 New Energy segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111 ContentWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 6 Group — Group CEO’s statementWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 7 1 Group CEO’s statement Group — Group CEO’s statementWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 8 Making headway 2022 proved to be a uniquely challenging year, shaped by external macroeconomic shifts, political fractures, and conflict. The much-anticipated post-pandemic lift was almost immediately tempered by increasing inflation and recession risk, further tensions in international relations and an escalating energy and climate crisis. All of which impacted the Wilhelmsen group, our businesses, colleagues, partners, and stakeholders. Price adjustments across our product and services portfolio to reflect increases in raw material and freight costs, and positive salary revisions across our organisation to lessen the impact of rising inflation were two obvious responses to external factors. But there is no more telling example of the unique and diverse challenges of the year than our fair and honest withdrawal from Russia. STAYING ON COURSE Despite the clear challenges, 2022 has been a positive year of heightened activity, renewed optimism, and growing ambition for the Wilhelmsen group. We continue to live our values, and some might say stubbornly stick to our course. Building for the future we remain focused on shaping our industry and long- term value creation. As the preferred partner for forward leaning owners and operators, and as a key provider of essential energy infrastructure and solutions supporting energy transition, the Wilhelmsen group has benefitted from the upswing across the maritime, offshore and renewables segments. An obvious example is the very strong demand in the ro-ro market that has brought Wallenius Wilhelmsen success. Their success is a notable positive, as it is one of the Wilhelmsen group’s cornerstone, strategic investments. Shipping though, as the much used saying goes, is a ‘cyclical industry’. I am confident that even the most positive of us can acknowledge that the external factors which have come together to deliver record rates in certain segments cannot, and will not, last forever. It is why we continue to invest in our future and further build our Maritime Services portfolio through products and service innovation, partnerships, and complementary bolt-on acquisitions. Expanding the scope and scale of our offering to customers, and integrating additional specialist competencies, in 2022 we added specialized cargo hold cleaning company Stromme to the Ships Service portfolio. We also acquired a majority stake in Hamburg-based Ahrenkiel Tankers, to further strengthen Ship Management’s position in the tanker segment. At the turn of the year, a second cargo hold cleaning specialist, Navadan was acquired. The acquisition of Vopak Agencies, the specialist hub and port agency provider to the tanker market, was also finalised at the beginning of 2023, supporting Port Services’ growth strategy. NEW AND OLD ENERGY IN THE SPOTLIGHT Both the Norwegian oil and gas sector and the European offshore wind industry benefitted from significant short-term investment, and renewed long-term interest, in 2022. This was driven unsurprisingly by a stronger focus on EU energy security in response to Russia’s invasion of Ukraine. As an example, operational and logistics spending on the entire Norwegian continental shelf alone was up 60% in 2022. While investments and ambitions towards the offshore wind sector continue to grow year over year, 2022 saw a 70% growth in targets for 2030 across Europe. As a key supply chain partner to the current energy industry, and as an important enabler for its future transition, NorSea’s year was one of high activity, successful contract renewals and forging new partnerships focusing on supporting the energy shift. A Wilhelmsen company since 2012, NorSea is a key foundation of our New Energy segment. Many promising scalable initiatives such as hydrogen production, carbon capture, and offshore wind park development are rooted in the company. In 2022, we demonstrated our continued belief in the competence and values of the company and its importance Group — Group CEO’s statementWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 9 Thomas Wilhelmsen, group CEO to our long-term strategy by exercising the option to increase Wilhelmsen’s shareholding in NorSea from 75% to 99%. TARGETS AND TRANSPARENCY In parallel with investing directly in business growth through M&A and investment activities, we continued to devote considerable time, effort, and resources towards our clear environmental, social and governance targets. For example, we established an ESG index to measure our group companies’ progress against annual targets, implemented a new ESG reporting system to enable more robust GHG emissions reporting, and had our 2022 GHG emissions 3rd party verified for the first time. They are in my opinion genuine milestones. They may not be headline grabbing on face value, but they are critical for us to work systematically towards our first key climate goal, net zero by 2030 from our own operations, which we are well on our way to achieving. In addition, this year we will increase transparency on our ESG performance, starting in the first quarter of 2023, where we will include detailed ESG data within our published quarterly results, a clear signal of our intentions. We believe the companies which commit to accurate, in-depth ESG reporting and realistic targeting, which in turn drives tangible systematic action, will set themselves apart in the eyes of their employees, customers, stakeholders, the talent of tomorrow and society in general. In a time when many companies are questioning their relevance and vision for the future, together we are crystal clear in ours. Achieving the right results, the right way and supporting an equal, diverse, inclusive, and attractive workplace for all of us in Wilhelmsen, we aspire to be the very best in class and to Shape the Maritime Industry for the future. Group — Group CEO’s statement 2 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 10 Directors’ report Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 11 Further improving gender equality The group’s target is to have at least 40% of each gender in senior management positions by 2030. In 2022, several initiatives related to working arrangements, succession management, and awareness building were conducted to progress the group’s target. Group — Director’s reportDirectors’ report for 2022 Wilh. Wilhelmsen Holding ASA Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 12 HIGHLIGHTS 2022 • Increased total income and operating profit. • Delivered 35% shareholder return, including dividend. • Expanded the Maritime Services’ footprint. • Continued building the New Energy platform. • Strong performance in Wallenius Wilhelmsen ASA. • Refinanced group companies. 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. The vision is to be a shaper of the maritime industry. In 2022, Wilhelmsen expanded the Maritime Services’ service offering and made further investments within New Energy. Wilhelmsen also continued to deliver return to its shareholders, with an increase in operating result, net profit, and shareholder return for the year. 2022 was marked by the Russian invasion of Ukraine, and the subsequent war between the two countries. Rising inflation and interest rates impacted the global economy, the life of ordinary people, and companies. While the pandemic came to an end in most parts of the world, climate change, geopolitical tension, commodity shortages, and supply chain issues remain as global challenges. In this business environment, the Wilhelmsen operating companies continued to both perform and develop. The board would like to thank all employees for their efforts and contributions, ensuring that Wilhelmsen continue being a shaper of the maritime industry. This included organising the group around three distinct business segments: • Maritime Services • New Energy • Strategic Holdings and Investments In 2022, all three business segments had a positive development. Maritime Services provides essential products and services to the global merchant fleet, focusing on the three business units Ships Service, Port Services, and Ship Management. In 2022, Wilhelmsen expanded its Maritime Services’ offering and footprint through bolt on acquisitions spanning all the three business units. Together with organic growth, this delivered an increase in both total income and EBITDA for the year. New Energy builds on the existing infrastructure and competence serving the offshore and maritime industries to create an ecosystem supporting energy transition. In 2022, Wilhelmsen increased its shareholding in NorSea to 99%, invested in new port facilities, and reached new milestones building the New Energy platform within renewables and future shipping solutions. Total income and EBITDA for New Energy were up for the year, supported by sales gains. The two main assets of the Strategic Holdings and Investments segment are the shareholding in Wallenius Wilhelmsen ASA and the shareholding in Hyundai Glovis, owned through Treasure ASA. Wallenius Wilhelmsen ASA continued the positive development throughout 2022, supported by a strong shipping market. This lifted both net profit and market value to its highest level since the merger in 2017. Hyundai Glovis also continued to deliver positive results and increased dividend, but market value was down for the year. The Wilhelmsen group equity base remains strong. In 2022, total equity increased with 5% to USD 2.3 billion, and the equity ratio based on book values was stable at 65%. In 2021, Wilhelmsen re-designed the portfolio of activities and business units to intensify the growth of maritime service and increase the focus on renewable energy and decarbonisation. Liquidity was down for the year but remained comfortable. Cash and cash equivalents totalled USD 163 million by the end of the year, with total liquidity increasing to USD 880 million if Group — Director’s reportincluding all financial assets. The main loan facilities in Maritime Services and New Energy were both refinanced in 2022 for a period of five years. THE BOARD OF WILH. WILHELMSEN HOLDING ASA Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 13 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. Supporting 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. To further strengthen the alignment with shareholders, new measures are being introduced related to Wilhelmsen shares owned by senior executives and board members. The Wilhelmsen share price had a strong development in 2022, outperforming the general equity market and being the fourth consecutive year with positive return. In 2022, total weighted return including share price development and paid dividend was 35.5%, based on a total return of 35.7% for the WWI share and a total return of 34.5% for the WWIB share. Wilhelmsen has an objective of consistent yearly dividend paid twice annually. In 2022, a first dividend of NOK 4.00 per share was paid in May, and a second dividend of NOK 3.00 per share was paid in November. For 2023, the board is proposing a first dividend of NOK 6.00 per share payable in the second quarter, and that the Annual General Meeting authorises the board to declare a second dividend of up to NOK 4.00 per share. 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 and responsible player in the industry and society. In 2022, greenhouse gas emissions, human rights, ethics and anti-corruption, health, safety and wellness, equality, diversity and inclusion, supplier management, and green growth and decarbonisation received particular attention. In 2023, 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. FINANCIAL RESULTS Income statement Carl E Steen (chair) Morten Borge WILHELMSEN GROUP (USD MILL) 2022 2021 Rebekka Glasser Herlofsen Total income of which operating revenue of which other income EBITDA Operating profit/EBIT 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 to equity holders of the company 958 943 15 153 83 874 873 2 141 73 296 101 (50) (23) (107) (1) 306 (13) 66 (13) 293 296 53 72 6.63 1.63 (64) 229 240 (35) 17 41 Ulrika Laurin Trond Westlie Group — Director’s reportTotal income for Wilhelmsen was USD 958 million in 2022, up 10% from 2021. Income was up for both Maritime Services and New Energy. Group EBITDA came in at USD 153 million for the year, up 8%. EBITDA was up for both Maritime Services and New Energy. Share of profit from associates was USD 296 million for the year, up from USD 101 million one year earlier. The improvement was due to the strong performance of Wallenius Wilhelmsen ASA. Change in fair value financial assets was negative with USD 50 million for the year. This followed lower value of the investment in Hyundai Glovis. Other financials were a net expense of USD 23 million in 2022, with dividend and other financial income offset by interest expenses and a net currency loss. Tax was included with an expense of USD 13 million, mainly related to Maritime Services. Net profit to equity holders of the company was USD 296 million in 2022, up from USD 72 million in 2021. Other comprehensive income was negative with USD 64 million, resulting in a total comprehensive income to equity holders of the company of USD 240 million for the year. Total assets and equity TOTAL ASSETS AND EQUITY (USD MILL) 2022 2021 Maritime Services New Energy Strategic Holdings and Investments Elimination Total assets Shareholders’ equity Total equity Equity ratio 901 797 1 960 (29) 878 765 1 828 (23) 3 628 3 448 2 212 2 355 2 009 2 230 65% 65% Total assets were USD 3 628 million by the end of 2022, up 5% for the year. The largest increase was for the strategic holding in Wallenius Wilhelmsen ASA. Total equity was up 6% for the year, resulting in a stable equity ratio of 65%. Cash flow, liquidity, and debt CASH FLOW (USD MILL) 2022 2021 Cash and cash equivalents at 01.01 231 269 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 14 The group had cash and cash equivalents of USD 163 million by the end 2022, down from USD 231 million by the end of 2021. Cash flow from operating activities was USD 64 million in 2022. This compares with a net EBITDA and tax expense of USD 139 million, with the difference primarily due to build up of working capital in Maritime Services. Cash flow from investing activities was USD 6 million, with investments in the New Energy segment partly covered through proceeds from financial assets in the Strategic Holdings and Investments segment. Cash flow from financing activities was negative with USD 138 million in 2022. This included a USD 53 million cash outflow from acquiring 24% of the remaining 25% non-controlling interest in NorSea, dividend payments, and normal financial cost. In June, Maritime Services was refinanced securing a USD 300 million revolving credit facility over five years. In November, NorSea was refinanced securing new facilities over 5 years totalling NOK 3 400 million (USD 340 million). LIQUID ASSETS (USD MILL) 2022 2021 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 163 131 8 24 104 613 538 75 231 174 7 50 135 688 583 105 Total 880 1 054 By the end of 2022, the group had liquid financial assets of USD 880 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 104 million at the end of 2022. The group’s investments classified as financial assets to fair value had a combined value of USD 613 million by the end of the year. The largest investment was the 11% shareholding in Hyundai Glovis held by Treasure ASA, valued at USD 538 million. 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 64 31 45 (12) 122 77 63 (18) 6 (53) (138) (33) (9) (96) (106) (42) (31) (33) (68) (37) 163 231 INTEREST-BEARING DEBT (INCLUDING LEASING) (USD MILL) 2022 2021 Maritime Services New Energy Strategic Holdings and Investments Elimination Total 227 375 62 (11) 232 349 62 0 654 642 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. Group — Director’s reportBy end of 2022, the group’s total interest-bearing debt including lease liabilities was USD 654 million. Debt was up in New Energy, mainly related to the increased ownership of Vikan Næringspark Invest AS and the consolidation of the debt in the company. This was partly offset by the FX effect from converting NOK debt into USD. 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. MARITIME SERVICES This includes Ships Service, Port Services, Ship Management, and other business units and activities reported under the Maritime Services segment. MARITIME SERVICES (USD MILL) 2022 2021 Total income of which Ships Service of which Port Services 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 628 394 136 68 29 557 344 126 55 32 94 15% 89 16% 57 9% 62 11% 7 20 (16) 28 4% 1 27 5 (19) (10) 38 7% 0 38 Total income for Maritime Services was USD 628 million in 2022, up 13% from 2021. Income was up for all main business units. EBITDA for the year was USD 94 million, up 5 % from the previous year. The increase was supported by higher income and a strong USD but held back by higher freight and other cost. EBITDA was up for all main business units. The Maritime Services’ EBITDA margin was 15% in 2022, down from 16%. Operating result was down for the year due to a USD 13 million impairment of goodwill, reported in the fourth quarter. The goodwill originated from the acquisition in 2017 of Kemetyl’s sales and marketing activities for consumer products in Norway. Share of profit from associates was USD 7 million. This was up from USD 5 million due to increased contribution from Ship Management. Other financial items for Maritime Services amounted to an expense of USD 20 million, including a USD 12 million loss on currency and financial instruments. Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 15 Tax was an expense of USD 16 million. Profit to equity holders of the company was USD 27 million in 2022, down from USD 38 million the previous year. MARITIME SERVICES • Wilhelmsen Maritime Services AS • Wilhelmsen Ships Service • Wilhelmsen Port Services • Wilhelmsen Ship Management • Wilhelmsen Chemicals • Wilhelmsen Insurance Services • Global Business Services Ships Service Wilhelmsen Ships Service offers a portfolio of maritime solutions to the merchant fleet. Total income from Ships Service was USD 394 million in 2022, up 15% from the previous year. Income was lifted both by higher volumes and by higher sales prices. Demand for refrigerants and chemicals were up from last year, supported by higher cruise activities. The higher sales prices mainly reflected higher product and freight cost, which has been gradually passed on to the customer. In June, Wilhelmsen entered into an agreement with Seven Seas to acquire 100% of their subsidiary Stromme. Stromme is a specialised cargo hold cleaning company in the marine industry with offices in Oslo, Hamburg and Singapore. The acquisition was completed in September. Port Services Wilhelmsen Port Services provides full agency, husbandry, and protective agency services to the merchant fleet. Total income from Port Services was 136 million in 2022, up 8%. The increase was partly due to a generally higher activity level and partly due to increased demand for additional husbandry services. Cruise activity remained behind pre-pandemic levels mainly due to low activity in Asia. In October, Wilhelmsen entered into an agreement to acquire Vopak Agencies, a leading provider of hub services and port agency within the tanker segments in Europe. The acquisition was completed in December. Ship Management Wilhelmsen Ship Management provides full technical manage- ment, crewing, and related services for all major vessel types. Total income for Ship Management was USD 68 million in 2022, up 25% from 2021. The increase partly reflected the full year effect of a 2021 vessel management contract reported on a gross value basis. Project related activities was up, while number of vessels under management trended down before picking up towards the end of the year. In January, Wilhelmsen strengthened its position in the tanker market through an agreement to acquire a majority stake in Hamburg-based ship management company Ahrenkiel Tankers. Group — Director’s reportOther business units and activities This includes Wilhelmsen Chemicals, Wilhelmsen Insurance Services, Global Business Services, and certain other activities reported under the Maritime Services segment. Income from other business units and activities (including eliminations) was USD 29 million in 2022. Income from Wilhelmsen Chemicals was stable in local currency, but down when converting into USD. Income was up for Insurance Services. NEW ENERGY This includes NorSea, Edda Wind ASA, and other business units and activities reported under the New Energy segment. NEW ENERGY (USD MILL) 2022 2021 Total income of which NorSea Group other/eliminations EBITDA EBITDA margin (%) Operating profit/EBIT EBIT margin (%) Share of profit from associates Financial income/(expenses) Tax income/(expense) Profit Profit margin (%) Non controlling interest Profit to equity holders of the company 333 292 41 75 22% 46 14% 8 (14) (2) 38 11% 7 31 310 270 40 60 19% 24 8% 10 (18) (3) 14 5% 7 8 Total income for New Energy was USD 333 million in 2022, up 8% from 2021. Income was supported by higher operating revenue and sales gains, but negatively impacted by the appreciation of USD versus NOK and other European currencies. EBITDA came in at USD 75 million, up 25%. The EBITDA margin was 22%. EBITDA was lifted by the increase in operating result and sales gain, but negatively impacted by a reclassification of cost due to the full consolidation of Vikan Næringspark Invest and a reallocation of corporate cost to the New Energy segment. Adjusting for these effects, EBITDA was stable. Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 16 Profit to equity holders of the company was USD 31 million for the year, up from USD 8 million in 2021. NorSea Group AS NorSea provides supply bases and integrated logistics solutions to the offshore industry. Wilhelmsen owns 99.0% of NorSea. Total income for NorSea was USD 292 million in 2022, up 8% from 2021. Operating revenue was supported by a strong increase in activities in Denmark and a generally high activity level in most other operations. The increase in operating revenue measured in local currencies was offset by the FX effect from converting revenue from local currencies into a stronger USD. Sales gains in NorSea totalled USD 23 million in 2022, mainly related to the investment in Vikan Næringspark Invest AS and the sale of NorSea Fighter. Share of profit from joint ventures and associates in NorSea was USD 7 million. In March, NorSea bought the remaining 50% of the shares in Vikan Næringspark Invest AS, increasing ownership to 100%. This resulted in a USD 17 million non-cash step up gain from the change in accounting from associate to subsidiary of the originally held 50% ownership. On 31 May, Wilhelmsen increased the shareholding in NorSea to 99%, acquiring an additional 24% at a set option price of NOK 500 million. The remaining 1% is held by NorSea management. In December, NorSea sold the supply vessel NorSea Fighter with a sales gain of USD 6 million. This was the only vessel owned by NorSea. Edda Wind ASA Edda Wind ASA provides services 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. Share of profit from Edda Wind ASA was included with nil in 2022. Share of profit from associates was USD 8 million, down from USD 10 million last year. The book value of the 25.7% shareholding in Edda Wind ASA was USD 53 million at the end of year, down from USD 57 mil- lion one year earlier. Net financial items were an expense of USD 14 million, and tax was an expense of USD 2 million. NEW ENERGY • Wilhelmsen New Energy AS • NorSea Group (owned 99.0%) • NorSea Wind • Edda Wind ASA (owned 25.7%) • Reach Subsea ASA (owned 20.4%) • Topeka • Massterly (owned 50%) • RaaLabs • Dolittle (owned 46%) • Ivaldi (owned 10%) • Loke Marine Minerals (owned 18%) Other business units and activities This includes NorSea Wind (owned 50% by NorSea and 50% by Wilhelmsen Ship Management), Reach Subsea ASA (owned 20.4%), Raa Labs AS, Massterly AS (owned 50%), Dolittle AS (owned 46%) and certain other activities reported under the New Energy segment. Total income from other New Energy activities were USD 41 million in 2022, mainly from NorSea Wind. This was up 1% from 2021. NorSea Wind lost the tender for renewal of its main contract at the tail end of the year, and the legal entity is now in a winding down process. In February, Wilhelmsen New Energy AS entered into an agreement to acquire 21% of Reach Subsea ASA, a subsea service provider listed on Oslo Børs. The transaction was completed in March. Reach Subsea ASA is reported as associate Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 17 in Wilhelmsen’s account. Share of profit was USD 2 million in 2022, and the book value was USD 17 million at the end of the year. Profit to equity holders of the company was USD 237 million for the year, compared with a profit of USD 27 million in 2021. STRATEGIC HOLDINGS AND INVESTMENTS This includes the strategic holdings in Wallenius Wilhelmsen ASA and Treasure ASA, other financial and non-financial investments, and other business units and activities reported under the Strategic Holdings and Investments segment. STRATEGIC HOLDINGS AND INVESTMENTS (USD MILL) 2022 2021 Total income of which operating revenue of which other gain/(loss) 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 10 17 (7) (16) (20) 281 281 0 (52) (46) (5) 13 (3) 13 3 4 227 (10) 237 17 17 0 (8) (13) 85 85 (0) (107) (115) 8 35 21 13 1 (1) (0) (27) 27 Wallenius Wilhelmsen ASA Wallenius Wilhelmsen ASA is a market leader in RoRo shipping and vehicle logistics and is listed on Oslo Børs. Wilhelmsen owns 37.9% of the company, which is reported as associate in Wilhelmsen’s accounts. Wallenius Wilhelmsen ASA had total revenue of USD 5 045 million in 2022, an increase of 30%. Revenue was lifted by increased volumes in all business segments and a strong increase in net rates and fuel surcharges within shipping. EBITDA ended at USD 1 548 million, up 87%. Wilhelmsen’s share of profit from Wallenius Wilhelmsen ASA was USD 281 million in 2022, up from USD 85 million in 2021. On 26 August, Wilhelmsen bough 210 000 shares in Wallenius Wilhelmsen ASA for USD 1 million. The transaction increased the Wilhelmsen shareholding in Wallenius Wilhelmsen ASA to 160 210 000 shares, representing 37.9% of total shares. The Wallenius Wilhelmsen ASA share price was up 91.8% in 2022, closing at NOK 97.05. As of 31 December 2022, the market value of Wilhelmsen’s investment was USD 1 577 million, while the book value of the shareholding was USD 1 146 million. In 2022, Wallenius Wilhelmsen ASA paid total dividend of USD 0.15 per share. Total cash proceeds to Wilhelmsen were USD 24 million. Treasure ASA Treasure ASA holds a 11.0% ownership interest in Hyundai Glovis and is listed on Oslo Børs. Wilhelmsen owns 77.0% of Treasure ASA. Total income for the Strategic Holdings and Investments segment was USD 10 million in 2022, while EBITDA came in at a loss of USD 16 million. The year includes a USD 7 million expense related to a fraud case. The fraud case is subject to criminal procedures in four jurisdictions. Adjusting for the fraud case, both total income and EBITDA were unchanged from one year earlier. Share of profit from associates was a gain of USD 281 million, mainly related to the 37.9% ownership in Wallenius Wilhelmsen 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 2022 was USD 13 million. This was unchanged from one year earlier, with an increase in dividend in KRW offset by FX effect when measured in USD. Change in fair value of the shareholding in Hyundai Glovis was a loss of USD 46 million for the year. The value of the investment in Hyundai Glovis was USD 538 million at the end of 2022. Change in fair value financial assets was a loss of USD 52 million. This followed a reduction in the value of the investment in Hyundai Glovis and other investments. On 21 June, Treasure ASA completed the liquidation of 6 000 000 own shares, reducing the number of issued shares from 213 835 000 to 207 835 000. Wilhelmsen owns 160 million shares in Treasure ASA, representing 77.0% of issued shares. Other financials were an income of USD 13 million, mainly dividend income. Tax was an income of USD 4 million. STRATEGIC HOLDINGS AND INVESTMENTS • Wallenius Wilhelmsen ASA (owned 37.9%) • Treasure ASA (owned 77.0%) – Hyundai Glovis (owned 11.0% by Treasure ASA) • WilNor Governmental Services • Financial investments • Holding activities On 8 September, Treasure ASA announced buy back of 2 594 566 own shares out of a total of 207 835 000 shares issued. Wilhelmsen did not sell any shares, maintaining its holding of 160 000 000 shares in Treasure ASA. The Treasure ASA share price was down 2.0% for the year, closing at NOK 17.55. As of 31 December 2022, the market value of Wilhelmsen’s shareholding in Treasure ASA was USD 285 million. In 2022, Treasure ASA paid total dividend of NOK 1.00 per share. Total cash proceeds to Wilhelmsen were USD 18 million. Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 18 Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 19 Investment In 2022 we continued to invest in our future, through competence development, further improvement of our workplace arrangements and attractiveness to the next wave of talent, and of course acquisitions and partnerships. In 2022 we acquired Stromme and Vopak Agencies, invested in Reach Subsea, took a majority stake in Akrenkiel Tankers, increased our ownership of NorSea to 99%, and early this year acquired Navadan. Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 20 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. Main risks An overview of main risks and mitigation efforts defined in the group risk matrix are outlined in the table below. On a macro level, risk related to geopolitical issues remains high, and risk related to the global financial outlook increased in 2022. During the year, financial risk was reduced following a combination of long-term refinancing of group companies and increased upstream dividend capacity in main subsidiaries and strategic holdings. In addition, the group’s exposure to, and mitigation of, certain financial risk is further described in note 19 to the 2022 group accounts. 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 loss of USD 3 million in 2022. The value of the current financial investment portfolio held by the holding company was USD 104 million by the end of the year, down from USD 135 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 loss of USD 5 million in 2022. The value of the assets was USD 75 million at the end of the year. The largest investment was 25 million shares held in Qube Holdings Limited, down from 35 million shares held one year earlier. Other business units and activities This includes WilNor Governmental Services (owned 51% directly and 49% through NorSea), holding company activities, and certain other activities reported under the Strategic Holdings and Investments segment. Operating revenue for holding company activities was USD 17 million for the year, in line with the previous year. Operating revenue for WilNor Governmental Services was down, following cancellation of the main contract with the Norwegian Defense Logistics Organisation at end of the first quarter. Other operating revenue was up, mainly related to intra group services. 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. GROUP RISK MATRIX Risk type Entity Risk Mitigation action Macro Macro All All Geopolitical issues Balanced and liquid portfolio. Global financial outlook Balanced portfolio of well managed businesses. Financial Parent Financial performance Active management and ownership. Financial Parent Dividend capacity Cash flow focus in portfolio and liquidity reserve in parent. Financial Parent External financing Conservative risk profile and broad range of funding alternatives. Governance Group Competence and culture Invest in competence and skills and be an attractive employer. ESG ESG Group Group Brand equity Strong corporate governance systems and high business standards. Compliance Strong business standards, compliance culture, and compliance management system. Governance Group Cyber security Strong cyber security governance system and mandatory cyber security essentials training. Environment Group Energy transition Pro‐active approach including continued innovation and business development. Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 21 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 and make information requests through the human rights email channel. Exposure hours In 2022, there were around 44.6 million exposure hours (work hours) in the group. Vessel based operations accounted for 81% of total exposure hours and onshore operations accounted for 19%. Sickness absence and occupational disease In 2022, the group’s variety of ongoing initiatives to maintain employee wellbeing and a healthy and safe work environment focused on mental health, working conditions, employee assistance programs, safe social activities, and opportunities for personal development. 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 35% of the land-based work force, 25% 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. One 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 2022, several initiatives related to working arrangements, succession management, and awareness building were conducted to progress the group’s target. Further information related to EDI in Norway and globally is described in the 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. The sickness absence rate was 2.28% for onshore operations and 0.04% on vessels, in line with previous year. There were six onshore occupational disease cases recorded in 2022. Employee performance and engagement are measured through annual engagement survey and performance appraisals. Turnover The turnover rate for employees was 11.56% in 2022, in line with previous years. The turnover rate varies between entities. Lost time injuries and total recordable cases There were no work-related fatalities in 2022. The lost-time injury frequency (LTIF) rate for seafarers was 0.25, within the target not to exceed 0.40. The total recordable case frequency (TRCF) rate was 1.86, within the target not to exceed 2.80. The targets will remain the same for 2023. During the year, campaigns for seafarers 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 and mental and physical health and wellness. The LTIF rate onshore was 0.40 in 2022, within target not to exceed 0.40. The TRCF rate result of 0.79 was within target not to exceed 1.00. The targets will remain the same for 2023. All reported incidents were investigated to avoid similar incidents in the future, improve necessary training, and awareness measures. ORGANISATION AND PEOPLE DEVELOPMENT Workforce The group’s head office is in Norway, and the group has 247 offices in 58 countries within its controlled structure. The group employed 10 868 seafarers and 5 031 land-based employees at the end of 2022. Equality, diversity and inclusion (EDI) Wilhelmsen has a clear policy stating that employees have the In 2022, Wilhelmsen conducted an employee engagement survey with the results pointing to continued positive engagement and mental well-being. 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 A learning organisation with motivated employees contributes to efficient operations and has a positive impact on the financial performance. 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. Personal development plans for all employees are integrated in the performance appraisal and review process, and employees are encouraged to spend a minimum of eight hours of training Group — Director’s reportper year. In 2022, there was an average of five hours of e-learning recorded in the HR information system. Developing leaders for the future To meet challenging and changing environments, Wilhelmsen is dependent on highly capable leaders. Our leadership development journey consists of annual learning modules for all leaders (approximately 1 000) in the group. In 2022, the learning focused on leading change and will in 2023 be focused on equality, diversity and inclusion. Whistle blowing and anti-corruption In 2022, there were 31 whistles received related to allegations of fraud/corruption, data protection, health and safety, and human rights related matters. In 29 of the whistles, the reported issues have been concluded with appropriate action taken, while two were pending a conclusion at year end. There were no confirmed incidents of corruption and no confirmed incidents of discrimination and harassment. Five of the whistles were categorised as human rights concerns. The COVID-19 situation has also in 2022 had an impact on compliance activities that require travel and physical presence at various locations, such as investigations and audits. Follow up of potential irregularities was mainly conducted by providing guidance and instructions to local and regional resources. As in previous years, a limited number of internal fraud cases have been detected, as a principle such cases are reported to the police. In February 2022, Wilhelmsen faced an external fraud case which was reported to the police in several jurisdictions and is on-going. Several concrete measures have been implemented to reduce the risk of similar fraud cases, and cyber security and fraud training programs are being reviewed and updated. As part of opening business in new countries and/or investing in new companies and/or merging or acquiring new businesses, Wilhelmsen conduct country assessments and integrity due diligence as part of the assessment. There has in 2022 been an increase in M&A activities resulting in an extended number of integrity due diligence assessments being conducted. All group companies are expected to make risk assessments and initiate mitigating actions where applicable. The board receives a quarterly update on potential compliance issues and awareness training and have an annual meeting dedicated to discussing compliance, regulatory requirements etc. To continue competence building with employees, a refresher business standards program was rolled out in 2022 with a 100% participation rate. The program includes the areas of anticorruption, theft and fraud, whistleblowing, competition law and personal data protection. Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 22 Our commitment is implemented through our human rights due diligence process developed in 2022, guided by the United Nations Global Compact and Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. We assess our actual and potential human rights impacts, integrate and act upon the findings, monitor progress, track responses, and communicate how impacts are addressed. In 2022, the group conducted 11 human rights due diligence assessments; processed five whistles related to human rights allegations; responded to two information requests from stakeholders; and included human rights in supplier screenings and assessments. The group also conducted awareness sessions internally and developed a new supplier code of conduct which will be released in 2023. An account of Wilhelmsen’s human rights due diligence pursuant to Section 4 of the Transparency Act is disclosed in the group’s ESG report available on wilhelmsen.com. ENVIRONMENT The group’s ambition is to shape the maritime industry’s transition towards net zero emissions and capitalise on green growth. In practise, Wilhelmsen focus on greenhouse gas (GHG) emissions; biodiversity and ecosystems, circular economy, and green growth and decarbonisation. 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, ammonia, and methanol. Operational sites and bases set environmental targets and improvement projects based on their individual site risk assessments. The operations of our consolidated entities are certified according to the ISO 14001 standard. Focus areas include energy and emissions, material inputs, water use, waste and recycling, oil separators and tanks and chemical handling. Activities to reduce environmental impact include the installation of solar panels, gradual electrification of machinery, finetuning / replacement of heating and lighting, reuse of packaging and pallets, appropriate waste segregation, new product offerings, and supporting infrastructure development to contribute to the renewable energy and carbon capture value chains. In 2022, the group’s New Energy segment invested USD 120 million in entities related to both renewable and energy transition segments through own ventures, and together with partners. HUMAN RIGHTS The group is committed to safeguarding human rights across all businesses, irrespective of the countries in which they operate. In accordance with the Wilhelmsen governing elements, all group entities and supply chain partners are expected to comply with the same standards regarding human rights. With more than 10 000 value chain partners including sub agents, sub-contractors, and suppliers in often complex and extensive supply chains, there is significant work ahead to ensure our expectations are clear to suppliers. Climate risk and opportunities Wilhelmsen is exposed to physical and transition climate risks on a general basis and related to specific group companies. 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 renewable energy value chains, digital services, and carbon capture. Group — Director’s reportTo progress the group’s ambition for net zero emissions in own operations by 2030, the group established 2022 as a base year and set minimum targets for consolidated companies Scope 1 and 2 emissions based on guidance from the Science based targets initiative (SBTi). Targets for Scope 3 will be developed in 2023. CORPORATE GOVERNANCE Wilhelmsen is a public limited liability company organized under Norwegian law and with a governance structure based on Norwegian corporate law and other regulatory requirements. The company’s corporate governance model is designed to ensure a healthy company culture, reduce risk, and create long-term value for shareholders and other stakeholders. Wilhelmsen observes the Norwegian Code of Practice for corporate governance. The board’s corporate governance report for 2022 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 2023. SUSTAINABILITY The group includes environmental, social, and governance (ESG) issues in its investment analysis, business decisions, ownership practises, and financial reporting. In 2022, the group released a detailed ownership requirements statement to clarify its expectations towards companies where it has a significant shareholding. The group also introduced an ESG index of 18 KPIs as a snapshot of the group’s activity in four strategic ESG focus areas. The results are reported on a quarterly basis to the board of directors and used as input to executive remuneration. The group actively contributed to collective action on ocean health; decarbonisation of shipping; human rights; crew welfare; equality, diversity, and inclusion; anti-corruption; and marine pollution. We will continue to actively engage with stakeholders directly and through our membership platforms including Green Shipping Program Norway, UN Global Compact, Maritime Anti-corruption Network (MACN), and Sustainable Shipping Initiative (SSI) amongst others. 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 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 value creation. The 2022 ESG report is available on wilhelmsen.com. In 2022, the following areas received particular attention: • Greenhouse gas emissions (GHG). • Human Rights. • Ethics and anti-corruption. • Health, safety and wellness. • Equality, diversity and inclusion. • Supplier management. • Green growth and decarbonisation. The company’s achievements included: • Matured GHG emissions reporting and activities. • Implemented Human Rights due diligence framework and assessments. Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 23 • Health and safety metrics within targets. • Positive and consistent employee engagement, wellbeing and working environment results. • 100% employee completion of business standards refresher program. • Increased supplier screenings with ESG criteria. • 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. Wilhelmsen’s materiality assessment includes 14 material topics which are grouped into 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 are 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 2022, 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, governance, compliance, innovation, human rights, decarbonisation of shipping, renewable energy and ESG in general. DIRECTORS AND OFFICERS LIABILITY INSURANCE Directors and Officers Liability Insurance (D&O) is for the 2022 accounting year placed with reputable insurers with appropriate ratings. 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. ALLOCATION OF PROFIT, DIVIDEND, AND SHARE BUY BACK The board’s proposal for allocation of the net profit for the year is as follows: PARENT COMPANY ACCOUNTS (NOK THOUSAND) Profit for the year To equity Proposed dividend Interim dividend paid Total allocations 546 946 145 726 267 480 133 740 546 946 Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 24 A strong focus on climate measures in Europe and globally will support, inter alia, a gradual shift from offshore oil and gas to offshore wind, and decarbonization of the global fleet. With a broad range of operations, infrastructure, and new initiatives across offshore and other maritime activities, Wilhelmsen is well positioned to participate in these energy and technology shifts. Outlook for Strategic Holdings and Investments Wilhelmsen holds large strategic shareholdings in Wallenius Wilhelmsen ASA and, through its 77% shareholding in Treasure ASA in Hyundai Glovis. Through our shareholdings in these companies, we will continue to provide and develop world leading logistics services to the global automotive and ro-ro industries. A favorable supply-demand balance in global ro-ro shipping has recently lifted the earnings and dividend capacity of our strategic holdings. We expect this situation to remain over the mid-term. Long term, we believe that both Wallenius Wilhelmsen ASA and Hyundai Glovis have the size, global reach, human and physical assets, and customer base to succeed in a continuously changing world. Outlook for the Wilhelmsen group Wilhelmsen retains a strong balance sheet and a balanced portfolio of leading maritime operations and investments. While uncertainty persists, specifically regarding inflationary pressure, supply chain issues, and geopolitical tension, the group retains its capacity to support and grow the portfolio, and to deliver consistent yearly dividends. Lysaker, 22 March 2023 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) The board is proposing a NOK 6.00 dividend per share payable during the second quarter of 2023, representing a total payment of NOK 267 million. The board also proposes that the annual general meeting authorises the board to declare a second dividend of up to NOK 4.00 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 2023, but no longer than to 30 June 2023. The company presently do not own any own shares. OUTLOOK Group business drivers and strategic focus Wilhelmsen 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. Our ambition is to develop companies within maritime services, shipping, logistics, renewables, and related infrastructure through active ownership. Since last year strategic review, all segments have developed according to agreed strategies and with defined priorities to achieve long term objectives. Total income has been lifted by both organic growth and acquisitions, and the upstream cash capacity of the Wilhelmsen group companies and investments has improved. This will support Wilhelmsen in reaching its strategic ambitions and the vision of shaping the maritime industry. At the same time, highly challenging and volatile external drivers has continued to necessitate diligent operations, cost focus, and capital discipline. Outlook for Maritime Services Maritime Services delivers value creating solutions to the global merchant fleet, focusing on Ships Service, Port Services, and Ship Management. The Maritime Services operation is presently supported by a generally positive global shipping market, and with some further upside related to cruise. At the same time, inflationary pressure, raw material shortages, and supply chain issues are putting pressure on both the operation and on operating margins. We expect these factors to remain in the short term. Looking further ahead, we believe that the Maritime Services market will continue to grow, supported by a growing world economy. With global networks and strong brands built over many years, and with a long history of innovation and market adaption, Wilhelmsen is in a good position to service this market. Outlook for New Energy The New Energy segment focuses on building an ecosystem supporting energy transition. With segment companies representing energy infrastructure, offshore wind, and technology & decarbonisation, Wilhelmsen is driving value- creation by bringing together their unique competencies. High energy prices and supply constraints following the Russian invasion of Ukraine have increased focus on securing Europe’s need for energy. This supports a continued high activity level at the offshore fields supported by NorSea and other Wilhelmsen operations. We believe this situation to remain in the short term. The winding down of the NorSea Wind legal entity following the loss of its main contract will have a negative impact on total income. Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 25 Group — Director’s reportWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 26 Consistent performance The Wilhelmsen share price had a strong development in 2022, outperforming the general equity market and 2022 marks the fourth consecutive year delivering a positive return. Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 27 3 Group – Accounts and notes Group — Accounts and notesIncome statement Wilh.Wilhelmsen Holding group Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 28 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 Other financial income Other 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 2022 2021 943 15 958 (313) (341) (151) (69) (875) 83 296 (50) 32 (55) 306 (13) 293 282 (3) 873 2 874 (277) (321) (136) (68) (801) 73 101 (107) 42 (43) 66 (13) 53 72 (20) Basic / diluted earnings per share (USD) 10 6.63 1.63 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 2022 2021 293 53 19 11 4 4 (73) 1 (64) 229 240 (11) 229 4 4 (44) 1 (35) 17 41 (23) 17 Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements. Group — Accounts and notesBalance 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 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 29 Note 31.12.2022 31.12.2021 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 61 623 129 102 1 342 613 28 2 898 114 104 349 163 730 64 542 135 155 1 093 688 25 2 702 93 135 287 231 746 3 628 3 448 118 2 094 2 212 144 2 355 21 17 473 93 11 615 10 13 65 23 547 658 3 628 118 1 891 2 009 221 2 230 26 11 203 139 17 396 13 13 270 30 495 821 3 448 Lysaker, 22 March 2023 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 Cash flow statement Wilh.Wilhelmsen Holding group Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 30 USD mill Note 2022 2021 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 subsidiaries net after cash Investments in 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 Purchase of non-controlling interest 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 5 4 1 8 1 1/8 306 (296) 50 23 69 (17) (2) (21) (31) (17) 64 37 27 (49) (37) (18) (2) 66 (22) 4 6 310 (292) (28) (22) (6) (3) (53) (46) (138) (68) 231 163 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 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 notesEquity Wilh.Wilhelmsen Holding group CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 31 Total comprehensive income for the period 0 0 USD mill Balance at 31.12.2021 Comprehensive income for the period: Profit for the period Other comprehensive income Transactions with owners: Change in non-controlling interests Purchase of own shares Treasure ASA* Paid dividend to shareholders Balance at 31.12.2022 * Treasure ASA holds 2 594 566 own shares 31 December 2022. 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 held 6 000 000 own shares 31 December 2021. Share capital Own shares Retained earnings Total Non- controlling interests Total equity 118 0 1 891 2 009 221 2 230 296 (55) 240 (4) (33) 296 (55) 240 (4) (33) 2 212 (3) (8) (11) (57) (9) 144 293 (64) 229 (57) (4) (42) 2 355 118 0 2 094 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 Dividend for fiscal year 2021 was NOK 7.00 per share and was paid in April 2022 (NOK 4.00 per share) and in November 2022 (NOK 3.00 per share). 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). The proposed dividend for fiscal year 2022 is NOK 6.00 per share payable in the se- cond quarter of 2023. A decision on the proposal will be taken by the annual general meeting on 27 April 2023. The proposed dividend is not accrued in the year-end balance sheet. The dividend will have effect on retained earnings in second quarter of 2023. Notes 1 to 25 on the next pages are an integral part of these consolidated financial statements. Group — Accounts and notesGeneral accounting principle Wilh. Wilhelmsen Holding group Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 32 GENERAL INFORMATION Wilh. Wilhelmsen Holding ASA (referred to as the parent company) is domiciled in Norway. The consolidated accounts for fiscal year 2022 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 22 March 2023. 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 the Oslo Stock Exchange 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. 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) • Finance leases (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. The group does face risk as a result of climate change, and climate-related factors may impact estimates and assumptions going forward. Uncertainties and risks relate to both transition risk (market-related, technological, and changes in regulatory requirements), and in physical risk that may affect the group’s assets is an integral part of management’s estimates and judgements across the group. The group has, where assessed relevant, included climate related considerations when assessing critical accounting estimates and assumptions. For consolidated accounts for fiscal year 2022, climate related considerations did not materially affect the group’s estimates and assumptions. 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. Group — Accounts and notesNote 1 Combined items, income statement USD mill OPERATING REVENUE Ships Service Port Services Ship Management New Energy 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 Investment management 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 operating 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. Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 33 Note 2022 2021 2/3 2/3 2/3 2/3 2/3 20 8 20 8 394 136 68 333 12 943 15 15 (14) (36) (28) (8) (3) (14) (48) 348 126 54 310 34 873 2 2 (14) (33) (24) (4) (2) (16) (43) (151) (136) 4 18 22 (4) (22) (6) (4) (35) 10 (8) (3) (9) (9) (23) 22 1 10 32 (35) (8) (11) (55) 21 1 16 4 42 (15) (9) (6) (30) 13 (12) 7 (21) (13) (1) 42 1 42 (30) (14) (43) Group — Accounts and notes Note 2 Segment reporting Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 34 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 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 247 offices in 58 countries. 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 include technical management and crew management for the offshore wind market and digital solutions to the shipping industry. The Strategic Holdings and Investments segment includes the parent company, Wilh. Wilhelmsen Holding ASA, Treasure ASA group, Wilh.Wilhelmsen Holding Invest Malta and other corporate group activities (operational management, legal, finance, portfolio management, communication and human relations) which fail to meet the definition for other core activities. The group’s investment in Wallenius Wilhelmsen ASA (WAWI) is presented as part of Strategic Holdings and Investments as investments in associates. 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 2022 is as follows: USD mill Maritime Services New Energy Strategic Holdings and Investments Eliminations Total 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 INCOME STATEMENT Operating revenue Other gain/(loss) 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 628 628 (225) (215) (93) 94 (37) 57 555 2 557 (185) (200) (83) 89 (27) 62 Share of profit/(loss) from associates 7 5 Changes in fair value financial assets Net financial income/(expenses) Profit before tax Tax income/(expense) Profit for the period Non-controlling interests Profit to the equity holders of the company (20) 44 (16) 28 1 28 (19) 48 (10) 38 38 New Energy; one customer represents about 20% of the total revenue. 310 23 333 (87) (111) (60) 75 (28) 46 8 2 (16) 40 (2) 38 7 31 310 310 (91) (106) (53) 60 (36) 24 10 (18) 17 (3) 14 7 8 17 (7) 10 (1) (15) (9) (16) (4) (20) 281 (52) 13 222 4 227 (10) 237 17 (12) 17 (12) (9) (9) (1) (15) (9) (8) (5) (13) 85 (107) 35 0 (1) (0) (27) 27 12 9 (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) 943 15 958 (314) (342) (151) 152 (69) 83 296 (50) (23) 306 (13) 293 (3) 282 873 2 874 (277) (321) (136) 141 (68) 73 101 (107) (1) 66 (13) 53 (20) 72 2022 Total income USD mill 2022 Profit before tax USD mill 2021 Total income USD mill 2021 Profit before tax USD mill 10 333 222 17 48 628 44 40 310 557 17 0 Maritime Services New Energy Strategic Holdings and Investments Group — Accounts and notes Cont. note 2 Segment reporting Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 35 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 31.12.22 31.12.21 31.12.22 31.12.21 31.12.22 31.12.21 31.12.22 31.12.21 31.12.22 31.12.21 BALANCE SHEET Assets Deferred tax asset Goodwill and other intangible assets Properties and other 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 45 122 155 36 26 48 129 158 29 24 8 9 378 131 901 158 (2) 15 188 39 18 485 901 307 174 878 185 (1) 11 200 31 25 426 878 6 452 49 171 4 27 80 8 7 6 367 92 183 23 80 7 16 1 16 27 1 146 609 3 104 14 24 9 17 34 886 688 2 135 7 50 (9) (9) (9) (10) (14) 61 129 623 102 64 135 542 155 1 342 1 093 613 28 104 463 163 688 25 135 380 231 797 765 1 960 1 828 (29) (23) 3 628 3 448 337 3 2 317 58 7 73 254 64 246 103 10 89 1 717 1 570 143 158 0 34 28 16 22 27 35 17 21 797 765 1 960 1 828 2 212 2 009 144 17 538 116 32 570 221 11 473 169 43 522 3 628 3 448 (1) (10) (8) (10) (29) (9) (14) (23) Investments in tangible assets 17 11 160 11 1 27 178 49 31.12.22 Equity controlling interest 31.12.21 Equity controlling interest 7% 15% 9% 13% Maritime Services New Energy Strategic Holdings and Investments 78% 78% Group — Accounts and notesCont. 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. Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 36 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/(investments) in entities and segments 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. USD mill Total income and total assets attributed to Norway as the company’s country of domicile 2022 2021 Total income attributed to Norway 344 339 Total assets attributed to Norway 3 031 2 853 Europe Oceania Asia & Africa America Maritime Services New Energy Strategic Holdings and Investments 2022 2021 2022 2021 2022 2021 44 (7) 20 37 (63) 31 5 (10) (4) 2 (7) (22) (12) (33) (67) (43) 174 130 48 (5) 19 27 (10) (2) 77 3 (2) 4 0 (6) (1) (10) (6) (61) (77) (1) 174 174 39 (8) 16 28 (7) (23) 45 8 (2) (50) 2 (7) (48) 13 (15) 7 5 1 7 8 2022 Total income 3% 30% 9% 57% 2022 Total assets 1% 23% 17 (10) 18 36 2 63 9 (19) (35) 1 1 (43) (7) (15) (2) (24) (5) 12 7 222 50 (281) (12) 4 (8) 7 (16) 24 (1) (1) 55 (17) 59 6 (3) (73) (69) (26) 50 24 (1) 107 (84) (35) 5 (13) (21) (1) (1) 18 (1) 15 17 4 (47) (26) (32) 82 50 2021 Total income 3% 30% 8% 59% 2021 Total assets 1% 17% 1% 1% 75% 81% 2022 Investment in tangible assets 2021 Investment in tangible assets 1% 33% 2% 14% 1% 63% 85% Group — Accounts and notes Note 3 Revenue from contracts with customers Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 37 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 Strategic Holdings and Investments Elimination Total Ships Service Port Services Ship Manage- ment Other Infra- structure Shipping/ technology Wind Other 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 394 394 394 394 348 348 348 348 136 136 136 136 126 126 126 126 68 68 68 68 54 54 54 54 29 29 26 3 29 26 26 23 3 26 270 270 270 270 271 271 271 271 3 3 3 3 2 2 2 2 37 37 37 37 37 37 37 37 17 17 17 17 17 17 17 17 (12) (12) (12) (12) (9) (9) (9) (9) 2022 943 943 428 516 943 2021 873 873 379 493 873 MARITIME SERVICES Ship services - 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 customers 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. Port Services - Sale of services The group offers ships agency and port 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 declaration 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. Other revenue in the Maritime services segment These revenues mainly consist of sale of ropes to non-maritime customers and chemicals for the consumer markets. Most of the sales are to wholesale customers. Revenue is recognised net of any discounts at delivery. Time and place of delivery, and transfer of control, depend on agreed delivery terms but usually when the customer receives the goods. The group also has an insurance agency business where the group is acting as an agent, and is entitled to a defined commission of the insurance premium. The comission is per year and recognised on a straight line basis thorugh the year. 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 Note 4 Investments in joint ventures and associates Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 38 FINANCIAL REPORTING PRINCIPLES 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. 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. 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 JOINT VENTURES Business office, country Voting share/ownership 2022 2021 New Energy Coast Center Base AS KS Coast Center Base CCB Energy Holding AS Vikan Næringspark Invest AS Elevon AS SørSea AS Polar Lift AS Maritime Services Wilhelmsen Ahrenkiel group Norway Norway Norway Norway Norway Norway Norway 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% Germany 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. 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. 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. Vikan Næringspark AS was in the beginning of 2022 a joint venture between NorSea Group and Kristiansund Baseselskap AS. NorSea Group acquired the remaining shares in the company in March 2022 and it is now a 100% owned subsidiary of NorSea Group. Group — Accounts and notesCont. note 4 Investments in joint ventures and associates Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 39 Elevon AS is a joint venture between NorSea Group and Wallenius Wilhelmsen Logistics Abnormal Load Servicee Holding B.V. and P. Schwandner Logistik + Transport GmbH. The company provides logistics services to the wind industry. SørSea AS is a joint venture between NorSea Group and Røsi AS/Stangeland Gruppen AS. It owns land in Risavika in Norway. Polar Lift AS is a joint venture between NorSea Group and Havator AS. It rents out cranes and other equipment and is located in Hammerfest, Norway. Wilhelmsen Ahrenkiel group, is a technical container ship management within MPC Capital Group. All companies are private companies and there are no quoted market price available for the shares. There are no contingent liabilities relating to the group’s interest in the joint ventures. USD mill 2022 2021 Summarised financial information - according to the group’s ownership 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 111 (93) (6) (2) (2) 8 43 60 104 83 (60) (7) (3) (2) 11 68 61 129 USD mill 2022 2021 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 Disposals of net assets 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 87 33 6 126 68 8 (5) (21) (7) 44 45 1 3 35 83 126 152 7 25 184 67 10 (8) (1) 68 83 2 1 29 116 184 Group — Accounts and notes Cont. note 4 Investments in joint ventures and associates Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 40 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 2022 194 (175) 20 (3) 16 (3) 14 14 4 2021 2022 2021 Other 156 (132) 24 (5) 19 (2) 17 17 7 27 (22) 5 5 (1) 4 4 1 11 (2) 8 (2) 7 (1) 5 5 1 CCB Other 31.12.2022 31.12.2021 31.12.2022 31.12.2021 165 58 4 227 86 2 62 150 77 185 47 12 243 96 2 65 162 81 7 5 6 17 3 3 2 8 9 122 20 3 145 73 2 2 4 81 63 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 Disposals of joint ventures* 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 31.12.2021 31.12.2020 31.12.2021 31.12.2020 81 14 (9) (8) 77 39 53 91 85 17 (3) (17) 81 40 59 99 63 1 (42) 5 (10) (6) 11 5 8 13 59 10 (1) (5) 63 24 6 30 * Vikan Næringspark Invest AS was in the beginning of 2022 a joint venture between NorSea Group and Kristiansund Baseselskap AS. NorSea Group acquired the remaining shares in the company in March 2022 and it is now a 100% owned subsidiary. Group — Accounts and notes Cont. note 4 Investments in joint ventures and associates Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 41 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 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 Barwil Abu Dhabi Ruwais LLC Triangle Shipping Agencies LLC Wilhelmsen Port Services LLC Barwil Dubai LLC Denholm Port Services Limited Wilhelmsen Sunnytrans Co Ltd New Energy - companies with significant shares of profits Dolittle AS Massterly AS Edda Wind ASA Reach Subsea ASA Risavika Eiendom AS Hammerfest Næringsinvest AS Strandparken Holding AS Eldøyane Næringspark AS Polar Algae AS Windwork Jelsa AS Dusavika Utvikling AS Love Miljøbase AS Ventyr Energy AS Energy Innovation Holding AS Konciv AS Country Norway Bahrain China China Cyprus Egypt Georgia 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 Arab Emirates United Kingdom Vietnam Country Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway 2022 2021 Voting share/ownership 37.9% 37.8% 50.0% 49.0% 50.0% 50.0% 35.0% 50.0% 50.0% 49.0% 49.0% 49.0% 50.0% 50.0% 50.0% 50.0% 50.0% 49.0% 50.0% 50.0% 50.0% 50.0% 40.0% 49.0% 50.0% 50.0% 50.0% 50.0% 35.0% 50.0% 50.0% 49.0% 49.0% 49.0% 49.0% 50.0% 49.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 49.0% 50.0% 50.0% 50.0% 50.0% 40.0% 50.0% 2022 2021 Voting share/ownership 45.9% 50.0% 25.7% 20.5% 42.0% 32.3% 33.1% 37.9% 46.8% 33.3% 33.5% 33.3% 50.0% 50.0% 47.5% 45.9% 50.0% 25.7% 42.0% 32.3% 33.1% 37.9% 33.3% 33.3% 33.5% 33.3% 50.0% 50.0% 49.9% An overview of actual equity holdings can be found in the presentation of company structure on page 106. Group — Accounts and notesCont. note 4 Investments in joint ventures and associates Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 42 USD mill Share of profit/(loss) from associates WAWI group Associates Maritime Services Associates New Energy Share of profit 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 Financial derivatives in associates Other comprehensive income Share of equity at 31.12 2022 2021 281 6 1 287 85 5 90 1 146 886 964 287 18 (29) 4 (6) 1 238 842 90 36 (4) 5 (5) 964 There are no contingent liabilities relating to the group’s interest in the associates. The group acquired 20.5% of the listed company Reach Subsea ASA in 2022. Reach Subsea group offer subsea services as subcontractor and/or directly to end clients. The core business of the group is based on modern, high spec Work ROVs operated by highly qualified offshore personnel, and supported by our competent onshore engineering resources. in 2020 and additional 25% in 2021. The Edda Wind group 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. 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. The group acquired 25% of Østensjø Group’s offshore wind company Edda Wind 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) WWH share of dividend from associates WAWI group Other 2022 2021 2022 2021 3 884 (3 578) 306 (108) 198 (23) 133 16 149 5 045 (4 114) 931 (102) 829 (35) 794 (1) 794 24 207 (174) 33 34 (5) 29 (4) 25 5 104 (82) 23 (1) 22 (1) 21 (2) 18 4 Group — Accounts and notes Cont. note 4 Investments in joint ventures and associates Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 43 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 31.12.2022 31.12.2021 31.12.2022 31.12.2021 6 242 936 1 216 8 394 3 454 205 633 593 355 6 315 769 710 7 794 2 158 1 437 515 880 266 5 240 5 256 3 154 2 539 351 107 133 591 147 7 32 115 301 290 251 70 148 470 125 8 93 4 231 239 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. USD mill RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION WAWI Group Other 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Net asset at 01.01 Profit for the period Net assets of acquired associates Proceed from IPO Other comprehensive income Transaction with non-controlling interests Dividend Net assets at 31.12 WWH share Currency Fair value adjustment vessel and goodwill * Carrying value at 31.12 2 539 679 2 391 133 16 (1) (2) (63) 3 154 2 539 1 194 (1) (48) 1 146 960 (2) (72) 886 239 7 57 (4) (4) (5) 290 91 (6) 7 92 108 19 52 77 (2) (15) 239 72 7 79 * The share price and market value of Wallenius Wilhelmsen ASA (WAWI) at the merger (April 2017) was lower than book value of equity in WAWI. The group market value of the investment in Wallenius Wilhelmsen ASA at 31 December 2022 was USD 1 575 million (2021: USD 918 million). WAWI is a separately listed company on Oslo Børs. The market capitalisation of its shares at year end is 38% higher (2021: 4% higher) than the carrying amount of the investment, as accounted for under the equity method. The group has not identified any impairment indicators for the investment. USD mill RECONCILIATION OF THE GROUP’S INCOME STATEMENT AND BALANCE SHEET 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 2022 2021 8 287 296 104 1 238 1 342 11 90 101 129 964 1 093 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 Note 5 Principal subsidiaries Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 44 FINANCIAL REPORTING PRINCIPLES The consolidated financial statements consists of all entities controlled by Wilh. Wilhelmsen Holding ASA as at 31 December 2022. 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 Port Services AS Wilhelmsen Ship Management Holding AS Wilhelmsen Chemical 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 Norway Norway Malta Maritime Services Maritime products and services Port Services Ship management Manufactoring New Energy investments Infrastructure and supply services Investment Investment 100% 100% 76.98% 100% 100% 100% 100% 100% 100% 98.96% 76.98% 100% The group’s principal subsidiaries at 31 December 2022 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. During 2022 the group acquired the subsidiaries Strømme AS and Vopak Agencies B.V through business combinations, both reported under the Maritime Services segment, and increased it’s ownership in Vikan Næringspark AS from 50% to 100%, reclassifying the company from joint venture to subsidiary, reported under the New Energy segment. None of the new subsidiaries are considered to be a material subsidiary. The investment cost, net after cash in new subsidiaries was USD 37 million. * At 31.12.2022 Treasure ASA had 2 594 566 own shares (2021: 6 000 000). Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 45 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 Note 2022 2021 11 247 30 18 47 341 239 30 18 34 321 During 2021 the group received USD 2 million in government grants for COVID-19 compensation related to personnel expenses. These grants are recognised as expense compensations and deducted from the related expense account. 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. 2022 2021 1 121 3 910 10 868 15 899 1 024 3 452 10 988 15 464 15 682 15 289 2022 2021 2.8 0.1 1.2 0.3 4.3 2.4 0.4 1.7 0.1 4.5 Group — Accounts and notes Note 7 Properties, vessels and other tangible assets Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 46 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 recognise 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 2022 Cost at 01.01 Acquisition Business combinations 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 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 Economic lifetime Depreciation schedule Properties Vessels Other tangible assets Total tangible assets 601 23 140 (73) 692 (207) (19) (1) 22 (206) 486 596 33 (4) (24) 601 (198) (18) 9 (207) 394 35 (33) (3) 0 (23) (1) 22 2 0 0 36 1 (1) 35 (23) (1) 1 (23) 12 229 23 (16) (10) 226 (93) (9) 5 8 (89) 137 241 15 (19) (8) 229 (92) (11) 6 4 (93) 136 866 46 140 (49) (86) 918 (323) (29) 26 32 (295) 623 873 49 (23) (34) 866 (313) (30) 6 14 (323) 542 10-50 years Straight-line 25 years 3-10 years Straight-line Straight-line Group — Accounts and notes Cont. note 7 Goodwill and other intangible assets Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 47 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 recognise 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 2022 Cost at 01.01 Acquisition Business combinations Currency translation differences Cost at 31.12 Accumulated amortisation and impairment losses at 01.01 Business combinations Amortisation/impairment Currency translation differences Accumulated amortisation and impairment losses at 31.12 Carrying amounts at 31.12 2021 Cost at 01.01 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 Goodwill Software and licences Other intangible assets Total intangible assets 123 1 (11) 112 (13) (13) 1 (24) 88 126 2 (5) 123 (13) (13) 110 36 3 2 (3) 37 (26) (2) (4) 2 (29) 8 35 2 (1) 36 (22) (5) 1 (26) 10 34 1 21 (4) 52 (19) (2) 2 (19) 33 33 1 2 (1) 34 (18) (3) 1 (19) 15 193 3 23 (18) 201 (57) (2) (19) 5 (73) 129 194 3 3 (7) 193 (52) (7) 2 (57) 135 The group conducted no material acquisition resulting in recognition of goodwill in 2022 or 2021. Group — Accounts and notes Cont. note 7 Goodwill and other intangible assets Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 48 Impairment testing of goodwill In the Maritime Services segment, USD 87 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. The goodwill figures are originally calculated in NOK and USD (2021: 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. recognised by applying the valuation method and assumptions described below. No other impairment of goodwill was recognised in the group during 2022. (2021: No impairment of goodwill). 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. As of December 31 2022 management have performed impairment testing for the group’s recognised goodwill. The group recognised an impairment of USD 13 million in 2022 for goodwill related to the acquisition and business combination of Kemetyl in the group’s Maritime Services Segment. The impairment was attributed to the consumer product operations of the Wilhelmsen Chemicals sub-segment assessed as a separate CGU, where the goodwill related to this CGU was fully impaired. The impairment was as a result of market development and the loss of customer contracts within the sub-segment and general weak development in demand within the consumer products portfolio. The goodwill was tested and impairment loss was 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 2022 2021 9.84 7.5 1-4% 4-7% 3-5% 3-5% 8.83 7.5 1-4% 4-7% 2-4% 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. For goodwill not subject to impairment in 2022, 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 2022. Group — Accounts and notes Note 8 Right-of-use-assets and lease liabilities Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 49 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 property, 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 • 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 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: Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 50 USD mill 2022 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 2021 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 199 39 (88) (16) 134 (55) (17) 27 4 (40) 94 15 3 (1) (1) 15 (4) (3) 1 (6) 9 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 5-12 years Linear 3-8 years Linear Total 214 42 (89) (18) 149 (59) (20) 28 5 (47) 102 Total 214 41 (33) (8) 214 (31) (30) 6 2 (59) 155 Group — Accounts and notes Cont. note 8 Right-of-use-assets and lease liabilities Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 51 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 2022 2021 (25) (21) (16) (12) (8) (45) (35) (33) (30) (25) (22) (49) Total undiscounted lease liabilities at 31.12 (128) (195) USD mill Summary of the lease liabilities in the financial statements Total lease liability 01.01 Lease liabilities recognised in the year Lease liabilities derecognised 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 Total lease liabilities at 31.12 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. USD mill Summary of other lease expenses recognised in income statement 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 2022 2021 169 42 (61) (28) (10) 4 116 23 93 116 192 41 (25) (30) (12) 4 169 30 139 169 2022 2021 8 2 2 13 7 6 3 16 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 2022 (2021: USD 0 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 Note 9 Tax Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 52 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 2022 (2021: 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% (2021: 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 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 Reversal impairment deferred tax asset Withholding tax and payable tax previous year Calculated tax expense for the group Effective tax rate for the group USD mill Net deferred tax assets Net deferred tax assets at 1.1 Currency translation differences Tax charged to equity Income statement charge Acquistion / disposal 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 2022 2021 (10) (16) 12 (13) 306 67 14 (3) (65) (7) 7 13 (8) (16) 10 (13) 66 14 3 13 (22) 6 13 4.6% 20.5% 2022 2021 53 (6) (1) 12 (14) 44 61 (17) 44 44 (1) 10 53 64 (11) 53 Group — Accounts and notes 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 Acquistion / disposal 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 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 53 2022 2021 53 (6) (1) 12 (14) 44 61 (17) 44 44 (1) 10 53 64 (11) 53 USD mill Other Fixed assets Total At 01.01.2022 Through income statement Currency translations Acquistion / disposal Deferred tax liabilities at 31.12.2022 At 01.01.2021 Through income statement Currency translations Deferred tax liabilities at 31.12.2021 USD mill Deferred tax assets At 01.01.2022 Through income statement Charged directly to equity Currency translations Acquistion / disposal Deferred tax assets at 31.12.2022 At 01.01.2021 Through income statement Charged directly to equity Currency translations Deferred tax assets at 31.12.2021 (4) 5 3 (11) (7) (5) 1 (4) (4) 5 3 (11) (7) (7) 3 (1) (4) (2) 3 (1) 0 Non current assets and liabilities Current assets and liabilities Tax losses carried forward Other Total 4 2 (1) (2) 3 0 1 3 4 4 (5) (3) (4) 7 (4) 4 45 13 (3) 56 43 2 45 4 (3) (2) (3) (4) 0 6 (2) 4 57 8 (1) (10) (3) 51 51 7 1 (1) 57 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. Through the acquisition of the external shares in Norsea group, the group reversed the impairment of deferred tax assets due to taxable income in NorSea group. 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 Note 10 Earnings per shares Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 54 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. 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. The calculation of basic and diluted earnings per share is based on the income attributable to ordinary shareholders and a weighted average number of Earnings per share Earnings per share taking into consideration the number of outstanding shares in the period. At 31 December 2022 the company owns no own shares (analogous for 31 December 2021). At December 31 2020 the company owned a total of 1 823 824 shares (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 2022 are 34 000 000 A-shares and 10 580 000 B-share. Note 11 Pension Earnings per share is calculated based on an average of 44 580 000 shares for 2022 and 44 580 000 shares for 2021. See note 10 in the parent accounts for an overview of the largest shareholders at 31 December 2022. 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 a supplementary pension plan, 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 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 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 Benefit payments from plan Gross pension assets at 31.12 Defined benefit obligation Fair value of plan assets Net liability Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 55 Funded Unfunded 2022 2021 2022 2021 8 139 147 9 141 150 2 24 26 3 25 28 Expenses Commitments 2022 2021 31.12.2022 31.12.2021 1.80% 2.25% 2.25% 0.10% 1.60% 1.75% 1.75% 0.10% 3.60% 3.50% 3.50% 1.70% 1.80% 2.25% 2.25% 0.10% 2022 2021 1 17 18 (1) 1 17 18 1 31.12.2022 31.12.2021 43 (4) 1 1 (2) (1) 36 17 (2) (1) 15 36 15 21 42 (1) 1 1 (1) 2 43 17 (1) (1) 17 43 17 26 Group — Accounts and notesNote 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. USD mill OTHER NON CURRENT ASSETS Non current share investments Other non current assets Total other non current assets OTHER CURRENT ASSETS Account receivables 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 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 56 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. Note 2022 2021 19 19 17 17/19 19 7 14 14 28 241 2 105 349 277 9 161 101 547 9 15 25 190 1 95 287 241 6 152 96 495 * Wilhelmsen Maritime Services has cylinders recognised as other tangible asset in the balance sheet, see note 7. The cylinders are valued at USD 99 million (2021: USD 99 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 Note 13 Receivables Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 57 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 measure expected credit losses at 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 2022 Expected loss rate Gross carrying amount - trade receivables Loss allowance * 31 December 2021 Expected loss rate Gross carrying amount - trade receivables Loss allowance * Current 0% 227 (0) 0% 181 (0) Less than 90 days past due Between 90 and 180 days past due More than 180 days past due 16% 6 (1) 3% 6 (0) 13% 8 (1) 23% 4 (1) 44% 4 (2) 70% 2 (2) * Loss allowance is rounded to nil for trade receivables less than 90/180 days overdue. ACCOUNT RECEIVABLES At 31 December 2022, USD 14 million (2021: USD 10 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 2022 2021 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 5 7 2 3 1 4 183 55 4 241 6 3 1 5 (2) 3 136 54 190 2022 Account receivables 1% 2021 Account receivables 1% 23% 28% 76% 71% 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 Group — Accounts and notes 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. Maritime Services New Energy Strategic Holdings and Investments Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 58 2022 2021 250 25 2 277 215 24 1 241 2022 Account payables 9% 1% 2021 Account payables 10% 1% 90% 89% 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, and subsequently measured at fair value with changes in fair value recognised in the income statement. Transaction costs are expensed as occurred. 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 2022 2021 688 2 (22) (5) (50) 613 538 45 21 8 613 801 2 (2) (6) (107) 688 583 81 19 5 688 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 2022, Treasure ASA group held 4.1 million shares in Glovis (11% of total) (2021: 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 2022 the group held 25 million shares, 1.4% of total (2021: 35 million shares, 1.8% of total). The shares in Qube Holdings Limited serve as collateral for a credit facility. See note 18. Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 59 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 2022 2021 7 3 104 114 3 5 3 85 93 2 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, and subsequently measured at fair value with changes in fair value recognised in the income statement. Transaction costs are expensed as occurred. Derivatives are also placed in this category unless designated as hedges. USD mill Market value current financial investments Equities Bonds Total current financial investments 2022 2021 71 33 104 77 58 135 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 6 14 The parent company’s portfolio of equities and bonds of USD 104 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 notesNote 17 Cash, restricted bank deposits and undrawn credit facilities Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 60 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 2022 2021 2 1 Companies that do not have payroll tax withholding account use bank guarantees. As per 31.12.2022 total guarantees amounted to USD 4.2 million (2021: USD 6.5 million). Committed undrawn credit facilities 172 195 Committed undrawn credit facilities are key part of the liquidity reserve. Cash and cash equivalents Banks Total cash and cash equivalents 163 163 231 231 The group has cash pool arrangements within each segment. Each cash pool arrangement is considered as one financial instrument and the net balance against the bank 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 notesNote 18 Interest-bearing debt Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 61 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 interest 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 2022 2021 19 14/16 538 116 654 150 849 999 473 169 642 214 807 1 021 Note 2022 2021 88 17 22 24 503 654 300 204 22 26 90 642 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 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 2022. 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 2022 2021 473 65 93 23 654 163 104 386 47 47 33 15 203 139 270 30 642 231 135 276 85 85 7 77 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 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 2022 — Page 62 2022 2021 18 18 188 336 15 538 47 47 200 256 16 473 Note 2022 2021 163 104 (88) (566) (386) 267 (654) (386) 231 135 (300) (342) (276) 366 (642) (276) * 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 1.1.2022 Reclass Cash flows Business combinations Foreign exchange adjustments Other non-cash movements Total interest-bearing debt at 31.12.2022 Total interest-bearing debt at 1.1.2021 Reclass Cash flows Foreign exchange adjustments Other non-cash movements Total interest-bearing debt at 31.12.2021 Liabilities 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 30 (2) (5) (2) 1 23 31 17 (16) (1) (1) 30 139 2 (23) 1 (12) (14) 93 161 (17) (14) (5) 15 139 270 8 (200) (5) (5) (3) 65 38 203 23 (2) 7 270 203 (8) 218 72 (28) 16 473 426 (203) (24) (8) 12 203 642 (10) 68 (47) 654 657 (31) (17) 33 642 Group — Accounts and notes Note 19 Financial risk Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 63 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 below in note 19. 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 Investments segment and Coast Center Base group in New Energy segment. 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 non-functional currencies (translation risk). 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. The group target current hedge ratio to be within the interval of 30-70% of future opex. 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. 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 2022 2021 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 10 (8) (3) (9) (9) (72) (81) 13 (12) 7 (21) (13) (44) (57) Group — Accounts and notes Cont. note 19 Financial risk Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 64 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% 8.85 11 0.96 (12) 1.21 6 9.35 6 1.02 (6) 1.27 3 9.84 0 1.07 0 1.34 0 10.33 10.83 (6) 1.12 6 1.41 (3) (11) 1.18 12 1.47 (6) 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 NIBOR, NOWA and USD Term SOFR reference rates. The Group has current interest-bearing liabilities of USD 190 million that have a USD Term SOFR reference rate. Other current interest-bearing debt is primarily linked to NIBOR and NOWA. No date has been set for the transition of NIBOR, however the Group is attentive to the development of the IBOR reform. 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 56% of its NIBD as of 31 December 2022. 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 The New Energy segment has entered swaption contracts with a notional value of about USD 15 million, with expiry date in 2023. 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 later than 5 years. The hedges have an average remaining term of later than 5 years. USD mill Interest rate derivatives New Energy Total interest rate derivatives Currency derivatives Maritime Services Strategic Holdings and Investments Total currency derivatives Total market value of financial derivatives Book value equals market value 2022 2021 41 28 100 169 11 45 32 36 125 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 and NOK. 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. 2022 2021 Assets Liabilities Assets Liabilities 1 1 0 2 0 10 10 10 0 1 1 2 2 4 4 2 1 2 7 Group — Accounts and notes Cont. note 19 Financial risk USD mill Fair value sensitivities of interest rate risk Change in interest rates’ level Estimated change in fair value (Tax rate used is 22% that equals the Norwegian tax rate) Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 65 (2%) (7) (1%) (3) 0% 0 +1% 3 +2% 7 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 as current financial investments, see note 16, 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%) (83) (10%) (42) 0% 0 10% 42 20% 83 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 2022 (analogous for 2021). 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 Bonds Cash and bank deposits Total exposure to credit risk Note 2022 2021 12 12 16 17 241 33 163 438 (6) 190 58 231 473 Group — Accounts and notesCont. note 19 Financial risk Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 66 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 2022, the group had in excess of USD 313 million (2021: USD 435 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 172 million (2021: USD 195 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 2022 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 at 31.12.2022 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 at 31.12.2021 Less than 1 year Between 1 and 2 years Between 2 and 5 years Later than 5 years 35 23 30 10 33 132 547 679 47 30 227 7 23 333 489 822 12 4 33 50 50 19 13 21 53 53 25 20 2 33 79 79 32 39 20 91 91 244 69 189 32 535 535 147 87 19 254 254 Group — Accounts and notesCont. 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. Covenants are related to the consolidated accounts of Wilhelmsen Maritime Services AS and NorSea Group AS Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 67 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: • 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 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. 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 Finance lease liabilities Bank loan Total interest-bearing debt at 31.12.2022 Mortgages Finance lease liabilities Bank loan Total interest-bearing debt at 31.12.2021 Note Fair value Book value 317 116 224 657 246 169 229 644 316 116 222 654 246 169 227 642 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 notesCont. note 19 Financial risk USD mill Financial assets at fair value Equities Bonds Financial derivatives Financial assets to fair value Total financial assets at 31.12.2022 Financial liabilities at fair value Financial derivatives Total financial liabilities at 31.12.2022 Financial assets at fair value Equities Bonds Financial derivatives 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 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 2022 — Page 68 Level 1 Level 2 Level 3 Total 71 33 583 688 0 77 58 664 798 0 1 7 8 (10) (10) 0 (6) (6) 22 22 0 24 24 0 71 33 1 612 718 (10) (10) 77 58 688 823 (6) (6) 2022 2021 24 (2) 22 18 6 24 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 2022 are liquid investment grade bonds and listed equities (analogous for 2021). 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 2022 — Page 69 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 31.12.2022 Liabilities Non current interest-bearing debt Current interest bearing liabilities Current financial derivatives Other non current liabilities Other current liabilities Liabilities at 31.12.2022 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 Note Financial assets at amortised cost Fair value through the income statement 732 1 256 Liabilities at fair value throug the income statement Other financial liabilities at amortised cost 565 88 547 1 201 10 11 21 Note Financial assets at amortised cost Fair value through the income statement 14 612 104 2 9 688 135 2 Total 28 612 104 2 347 163 Total 583 106 22 23 559 1 305 Total 25 688 135 2 286 231 14 347 163 524 15 286 231 532 834 1 366 Liabilities at fair value throug the income statement Other financial liabilities at amortised cost 342 300 489 1 130 7 17 23 Total 342 300 7 17 489 1 153 12 14 16 12 12 17 Note 18 18 12 12 12 12 14 16 12 12 17 Note 18 18 12 12 12 Group — Accounts and notesNote 20 Related party transaction Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 70 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 remuneration report. Material related parties in the group are: Business office, country Ownership Wallenius Wilhelmsen ASA Coast Center Base AS / KS Norway Norway 37.9% 50.0% 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. 2022 2021 2 067 3 456 534 383 6 440 2 185 810 485 354 3 834 USD mill 2022 2021 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: Maritime Services 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 New Energy Account payables to related party NON CURRENT ASSETS TO RELATED PARTY Maritime Services Strategic Holdings and Investments Non current assets to related party 20 4 1 25 2 1 3 12 12 6 6 3 3 20 2 2 24 5 5 3 3 1 1 4 1 5 Group — Accounts and notes Note 21 Subsidiaries with material non-controlling interests Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 71 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. Treasure ASA * Norway 76.98% Business office/country Voting/control share 2021 * At 31.December 2022 Treasure ASA had 2 594 566 own shares (31 December 2021 had 6 000 000 own shares). 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. During 2022, the group acquired additional shares in NorSea Group AS, increasing its ownership from 75.15 % to 98.96%. Following this acquisition, the non-controlling interests in NorSea Group AS is no longer considered material for the group. 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 Treasure ASA 2022 2021 538 10 547 0 547 14 (35) (1) (36) (8) 5 (3) (27) (30) 583 27 610 0 610 14 (104) (105) (26) 10 11 (49) (38) 2022 2021 (3) 1 (3) (21) 1 (21) Group — Accounts and notes Note 22 Contingencies Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 72 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. 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. 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: No new standards or amendments were implemented for the first time in the annual reporting period commencing 1 January 2022. There was no impact on the amounts recognised in prior periods and no expected significant effect on the current or future periods. 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 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 New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2022 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. 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. Group — Accounts and notesCont. note 24 General accounting principles Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 73 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. 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: • 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 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. 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. 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 2023 Wilhelmsen Ships Service acquired Navadan A/S, a Danish company within tank and cargo hold cleaning. Navadan will be a part of the segment Maritime Services. A preliminary purchase price allocation is not prepared. 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. Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 74 Transition During the year we undertook a number of activities to reduce the group’s environmental impact including; the installation of solar panels, gradual electrification of machinery, finetuning / replacement of heating and lighting, reuse of packaging and pallets, appropriate waste segregation, new product offerings, and supporting infrastructure development to contribute to the renewable energy and carbon capture value chains. Group — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 75 Group — Accounts and notes4 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 76 Parent company – Accounts and notes Parent — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 77 Upward trajectory Wallenius Wilhelmsen ASA continued their positive development throughout 2022, supported by a strong shipping market. This lifted both net profit and market value to its highest level since the merger in 2017. Parent — Accounts and notesIncome statement Wilh. Wilhelmsen Holding ASA 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 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 78 Note 2022 2021 1 2 1 3 1/4 1/4 5 35 343 24 062 (106 778) (53 891) (4 997) (89 686) (42 818) (4 700) (165 666) (137 204) (130 323) (113 142) 704 592 (101 875) 602 717 838 403 (42 972) 795 431 472 394 682 289 74 552 546 946 11 741 694 030 145 726 267 480 133 740 546 946 381 970 178 320 133 740 694 030 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 2022 2021 546 946 694 030 11 5 789 552 735 (3 000) 691 030 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 Retained earnings Total equity Non current liabilities Pension liabilities Lease liabilities Total non current liabilities Current liabilities Public duties payable Trade and other payables Current portion of lease liabilities Other current liabilities Total current liabilities Total equity and liabilities Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 79 Note 31.12.2022 31.12.2021 5 3 3 4 6 4/14 14 7/8 14 4/14 8/9/14 9 10 11 4 14 4 7/12/14 141 899 6 592 8 344 46 896 61 830 59 8 927 34 140 5 594 516 5 182 787 246 252 35 912 244 704 34 259 6 080 411 5 566 707 1 024 970 1 189 234 3 425 32 708 133 727 118 308 1 313 137 7 393 549 18 399 28 881 61 475 158 012 1 456 001 7 022 708 891 600 5 385 736 6 277 336 891 600 5 234 221 6 125 821 66 900 291 917 358 817 4 853 11 079 36 517 704 947 757 396 70 221 278 275 348 496 4 687 4 117 31 221 508 366 548 391 7 393 549 7 022 708 Lysaker, 22 March 2023 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Trond Ødegård Westlie Morten Borge Rebekka Glasser Herlofsen Karin Ulrika Laurin Thomas Wilhelmsen (group CEO) Notes 1 to 15 on the next pages are an integral part of these financial statements. Parent — Accounts and notesCash flow statement Wilh. Wilhelmsen Holding ASA Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 80 NOK thousand Note 2022 2021 Cash flow from operating activities Profit before tax Financial (income)/expenses Depreciation Change in net pension liability Change in working capital Tax paid (withholding tax) Net cash provided by operating activities Cash flow from investing activities Proceeds from sale of fixed assets Investments in fixed assets Investments in subsidiaries Investments in joint ventures and associates 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 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 6 6 4 9 14 1 4 472 394 (602 717) 4 997 4 102 28 224 (7 149) 682 289 (795 431) 4 700 (38) 23 437 (100 150) (85 043) 611 (6 592) (400 000) (323 723) (11 729) 40 356 (101 116) 263 965 (163 942) 687 195 12 841 15 744 33 860 (30 815) 334 720 (411 213) 622 534 93 701 14 608 5 302 336 722 339 585 (655 000) 755 000 (43 901) (20 315) (312 060) (276 276) (39 704) 158 012 118 308 200 000 (36 711) (11 660) (356 640) (205 011) 49 531 108 481 158 012 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 2022 — Page 81 STATEMENT OF CHANGES IN EQUITY NOK thousand Current year's change in equity Equity at 31.12.2021 Interim dividend paid Proposed dividend Profit for the year Comprehensive income for the year Equity at 31.12.2022 NOK thousand 2020 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 Note Share capital Own shares Retained earnings Total 891 600 5 234 221 6 125 821 10 891 600 0 5 385 736 6 277 336 (133 740) (267 480) 546 946 5 789 (133 740) (267 480) 546 946 5 789 Share capital Own shares Retained earnings Total 928 076 (36 476) (36 476) 36 476 4 855 251 (178 320) (133 740) 694 030 (3 000) 891 600 0 5 234 221 5 746 851 (178 320) (133 740) 694 030 (3 000) 6 125 821 At 31 December 2022 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. In 2021, 1 823 824 own shares were cancelled, resulting in nil own shares at 31 December 2021 and 31 December 2022. Dividend The proposed dividend for fiscal year 2022 is NOK 6.00 per share. A descision on the proposal will be taken by the annual general meeting on 27 April 2023. Dividend for fiscal year 2021 was NOK 7.00 per share, with NOK 4.00 per share paid in April 2022 and NOK 3.00 per share paid in November 2022. 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 financial income Financial expenses Investment management 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 2022 — Page 82 Note 2022 2021 14 14 2 8 14 14 8 1 137 34 206 35 343 182 23 880 24 062 (11 962) (7 352) (14 735) (4 445) (2 102) (13 296) (53 891) 5 493 11 904 687 195 704 592 (52 211) (8 411) (11 903) (2 719) (26 630) (101 875) (12 804) (5 622) (10 348) (446) (1 444) (12 155) (42 818) 194 196 6 283 8 154 622 135 7 636 838 403 (3 507) (8 154) (1 879) (29 433) (42 972) 602 717 795 431 2022 2021 82 638 8 811 12 576 2 753 106 778 65 872 9 464 9 111 5 240 89 686 35 30 2022 2021 868 29 897 651 263 914 Parent — Accounts and notes Note 3 Intangible and tangible assets NOK thousand 2022 Cost at 01.01 Additions Cost at 31.12 Accumulated depreciation at 01.01 Depreciation/amortisation Accumulated at depreciation at 31.12 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 83 Intangible assets Properties Other tangible assets Total 6 383 6 592 12 976 (6 324) (59) (6 384) 10 582 10 582 (4 290) (423) (4 714) 9 084 9 084 (6 448) (160) (6 609) 26 050 6 592 32 642 (17 063) (643) (17 706) Carrying amounts at 31.12 6 592 5 868 2 475 14 936 Depreciation/amortisation intangible and tangible assets Depreciation of right-of-use assets Total depreciation 2022 2021 Cost at 01.01 Disposals Cost at 31.12 Accumulated depreciation at 01.01 Depreciation/amortisation Disposals Accumulated depreciation at 31.12 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) (643) (4 354) (4 997) 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 (1 458) (3 241) (4 700) 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 Note 4 Right-of-use assets and lease liabilities Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 84 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 2022 Lease liability at 1 January 2022 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 Change in estimates Lease liability at 31 December 2022 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 All financial lease is leased from external party. Summary of sublease receivable NOK thousand 2022 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 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 Property including parking places are sub leased to the subsidiary WilService AS in 2022 and 2021. 309 495 (43 281) (13 646) 13 646 62 099 120 328 434 167 249 (36 711) (8 154) 8 154 178 957 309 495 273 585 45 732 (40 356) 278 961 246 252 32 708 278 961 149 068 158 377 (33 860) 273 585 244 704 28 881 273 585 Parent — Accounts and notesCont. note 4 Right-of-use assets and lease liabilities Summary of right-of-use assets not subleased to subsidiary Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 85 NOK thousand 2022 Right-of-use assets at 01.01 Additions and remeasurements Change of estimates Right-of-use assets cost at 31.12 Accumulated depreciation at 01.01 Depreciation Change of estimates Accumulated depreciation at 31.12 Carrying amounts at 31.12 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 Note Property 45 776 16 368 300 62 443 (11 636) (4 354) 442 (15 548) 46 896 25 196 20 580 45 776 (8 395) (3 241) (11 636) 34 140 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. During 2022 the company leased additional office space at Strandveien 20. 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 Reversal of 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 Reversal of impairment of deferred tax asset Deferred tax asset at 31.12 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 86 2022 2021 (7 149) 81 701 74 552 11 741 11 741 472 394 103 927 682 289 150 104 (138 236) (161 845) (243) (40 000) (74 552) (11 741) neg. neg. 1 728 1 797 31 903 106 470 141 899 61 830 (909) (1 633) 42 610 40 000 1 458 2 023 15 449 42 901 61 830 49 643 (399) 846 11 741 141 899 61 830 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 pro- posed 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 2022 Book value 2021 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 Total investments in subsidiaries and associates Lysaker, Norway 37.9% 1 142 694 1 130 964 Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Kuala Lumpur, Malaysia 76.9% 100% 100% 51% 100% 100% 100% 100% 1 043 967 2 128 714 1 264 440 1 043 967 1 728 714 1 264 440 9 499 3 622 1 550 23 8 9 499 3 622 1 550 23 8 5 594 516 5 182 787 * At 31.12.2022 Treasure ASA had 2 594 566 own shares (31.12.2021: 6 000 000 own shares). In August 2022 the company aquired an additional 210 000 shares in Wallenius Wilhelmsen ASA for a total consideration of NOK 11 729 403. Parent — Accounts and notesNote 7 Current financial investments NOK thousand Market value asset management portfolio Equities Bonds Other financial derivatives Total current financial investments Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 87 2022 2021 701 333 323 647 (11) 678 799 509 680 755 1 024 970 1 189 234 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 60 238 118 052 The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 12. Note 8 Restricted bank deposits and undrawn committed drawing rights 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 2022 2021 666 128 1 039 424 2022 2021 118 308 118 308 2022 7 026 7 026 158 012 158 012 2021 13 013 13 013 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 2022 the guarantee amounted to NOK 10 million (31 December 2021 NOK 7 million). Parent — Accounts and notes Note 9 Combined items, balance sheet NOK thousand OTHER CURRENT ASSETS Cash pool intercompany receivables Other current assets Restricted bank deposits Total other current assets 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 2022 — Page 88 Note 2022 2021 9/14 8 12/13 9/14 33 141 93 561 7 026 133 727 300 000 267 480 28 512 108 955 704 947 39 298 9 163 13 013 61 475 200 000 178 320 54 616 75 431 508 366 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 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 2022 Shareholders Tallyman AS Pareto Aksje Norge Verdipapirfond Verdipapirfondet Nordea Norge Verdi J.P. Morgan SE Citibank Europe plc Citibank Europe plc Intertrade Shipping AS VJ Invest AS The Bank of New York Mellon Forsvarets Personellservice Stiftelsen Tom Wilhelmsen J.P. Morgan SE Skagen Vekst Verdipapirfond Varner Equities AS Holmen Spesialfond Salt Value AS MP Pensjon PK Clearstream Banking SA RBC Investor services bank S.A. Verdipapirfondet Nordea Avkastning Other Total number of shares Nominee Nominee Nominee Nominee Nominee 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% 1 268 941 687 355 341 571 405 784 742 769 627 274 260 000 136 975 313 047 613 200 370 400 126 875 468 013 83 823 370 057 225 462 79 965 328 358 319 329 102 359 1 277 149 715 889 377 342 318 290 520 000 550 835 311 540 236 000 415 630 327 590 143 828 276 636 4 459 165 619 1 956 296 1 618 720 1 121 673 1 120 111 945 564 780 000 687 810 624 587 613 200 606 400 542 505 468 013 411 413 370 057 369 290 356 601 332 817 319 329 267 978 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% 6 031 068 1 970 794 8 001 862 34 000 000 10 580 000 44 580 000 18.43% 100% 17.65% 100% Shares on foreigners hands At 31 December 2022, 4 737 284 (17.11%) A shares and 2 891 999 (29.39%) B shares was held by foreign shareholders. Corresponding figures at 31 December 2021 were 4 907 784 (13.93%) A shares and 3 109 739 (27.33%) B shares. Parent — Accounts and notes Cont. note 10 Equity Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 89 SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF WILH. WILHELMSEN HOLDING ASA AT 31 DECEMBER 2022 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 4 000 8 000 Thomas Wilhelmsen - group CEO 20 834 524 2 288 210 23 122 734 516 946 2 310 10 516 946 2 320 Christian Berg - group CFO Benedicte Teigen Gude - Chief of Staff Bjørge Grimholt - EVP Maritime Services Jan Eyvin Wang - EVP New Energy Nomination committee Gunnar Fredrik Selvaag Jan Gunnar Hartvig Silvija Seres Note 11 Pension 0.02% 0.00% 0.00% 0.01% 0.00% 51.87% 0.00% 0.00% 0.01% 0.00% 0.00% 0.00% 0.00% 0.02% 0.00% 0.00% 0.01% 0.00% 61.28% 0.00% 0.00% 0.01% 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 supplementary pension, 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 2022 2021 2022 2021 1 1 1 1 2 4 6 1 5 6 Expenses Commitments 2022 2021 31.12.2022 31.12.2021 1.80% 3.25% 3.25% 1.50% 1.60% 1.75% 1.75% 0.10% 3.60% 3.25% 3.25% 1.50% 1.80% 2.25% 2.25% 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 Cont. note 11 Pension NOK thousand Pension expenses Service cost Net interest cost Cost of defined contribution plan Net pension expenses NOK thousand 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 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 90 2022 2021 Funded Unfunded Total Funded Unfunded Total 2 391 246 5 098 7 735 3 919 922 6 310 1 168 5 098 4 841 12 576 2 276 205 5 800 8 281 59 771 830 2 335 976 5 800 9 111 2022 2021 (4 962) (2 195) (297) (7 454) (1 665) (5 789) (809) 4 725 (70) 3 846 846 3 000 88 421 82 613 6 030 1 510 (1 704) (4 962) (2 195) 2 105 1 250 (1 463) (809) 4 725 87 100 88 421 18 200 16 200 342 1 673 (312) 297 274 1 886 (282) 122 20 200 18 200 (7 454) 1 640 (5 814) 3 794 (835) 2 959 31 783 55 317 20 200 66 900 32 669 55 752 18 200 70 221 Premium payments in 2023 are expected to be NOK 10 million (2022: NOK 8.5 million). Payments from operations are estimated at NOK 1.7 million (2022: NOK 1.7 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 2022 — Page 91 2022 2021 300 000 300 000 200 000 200 000 300 000 300 000 200 000 200 000 1 024 980 1 188 479 The parent company had in addition undrawn revolving facilities at 31 December 2022. 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 2022 (analougue for 31 December 2021). 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 notesCont. note 13 Financial risk NOK thousand 2022 Interest-bearing debt Bank loan Total interest-bearing debt at 31.12 2021 Interest-bearing debt Bank loan Total interest-bearing debt at 31.12 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 92 Fair value Carrying amount 300 000 300 000 300 000 300 000 200 000 200 000 200 000 200 000 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 2022 Financial assets to fair value through income statement – Bonds – Equities – Financial derivatives Total assets at 31.12 2021 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 323 647 701 333 1 024 980 509 680 678 799 1 188 479 (11) (11) 755 755 323 647 701 333 (11) 0 1 024 970 509 680 678 799 755 0 1 189 234 Parent — Accounts and notes Cont. note 13 Financial risk Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 93 Financial instruments by category NOK thousand 2022 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 31.12.2022 Liabilities Property lease liabilities non current Current interest-bearing debt Current portion of property lease liabilities Other current liabilities Liabilities at 31.12.2022 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 Note 4 14 8 8 4 7 Note 4 7 4 7 Note 4 14 8 8 4 7 Note 4 7 4 7 See note 19 to the group financial statement for further information about the group risk factors. Financial assets at amortised cost Fair value through income statement 1 024 980 (11) 1 024 970 1 595 301 Total 246 252 35 912 1 024 980 (11) 32 708 137 152 118 308 Total 291 917 300 000 36 517 404 947 246 252 35 912 32 708 137 152 118 308 570 332 291 917 300 000 36 517 404 947 1 033 380 Other financial liabilities at amortised cost Fair value through income statement 0 1 033 380 Other financial liabilities 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 31 221 308 366 817 861 0 Total 244 704 34 259 1 188 479 755 28 881 79 874 158 012 1 734 964 Total 278 275 200 000 31 221 308 366 817 861 Parent — Accounts and notes Note 14 Related party transaction Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 94 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 2022 Name A shares B shares Total Part of total shares Part of voting stock Thomas Wilhelmsen - group CEO 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. 2022 2021 24 086 24 086 26 429 26 429 NOK thousand Note 2022 2021 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 WAWI group Maritime Services New Energy Other Strategic Holdings and Investments Financial income from group companies FINANCIAL EXPENSES TO GROUP COMPANIES Maritime Services New Energy Strategic Holdings and Investments Financial expenses to group companies 2 815 10 120 19 133 2 138 34 206 4 443 14 336 4 467 635 23 880 (3 178) (8 784) (11 962) (5 910) (6 894) (12 804) 221 364 300 000 7 222 175 401 703 987 (45) (105) (5 360) (5 509) 380 722 255 995 636 717 (2 471) (2 471) 1 1 1 1 Parent — Accounts and notes Cont. note 14 Related party transaction Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 95 NOK thousand Note 2022 2021 ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH GROUP COMPANIES Account receivables Maritime Services New Energy Strategic Holdings and Investments Account receivables from group companies Account payables Maritime Services Strategic Holdings and Investments Account payables to group companies Cash pool receivables New Energy Strategic Holdings and Investments Cash pool receivables from group company Cash pool payables Maritime Services New Energy 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 CURRENT LOAN TO GROUP COMPANIES New Energy 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 4 189 542 4 731 (642) (722) (1 365) 15 884 17 257 33 141 (1 572) (26 579) (361) (28 512) 5 155 1 385 6 540 (1 396) (80) (1 476) 39 298 39 298 (11 276) (43 340) (54 616) 35 912 35 912 34 259 34 259 26 281 26 281 0 246 252 246 252 244 704 244 704 32 708 32 708 28 881 28 881 7 7 9 9 7 4 4 4 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 Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 96 Innovation Yes, even taking out the trash can be improved. Port Services’ waste management dashboard does just that, helping owners and operators make better decisions on when, how and where vessel waste should be discharged. A simple, but smart innovation, in 2022 we continued to push our industry’s boundaries. Continuing to develop the digital supply chain for spare parts through on-demand additive manufacturing (AM), collaborating with Skyports on our Agency by Air drone delivery concept and unlocking the true potential of vessel data as a service through Raa Labs are just a handful of examples. Parent — Accounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 97 Parent — Accounts and notesAuditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 98 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 2022, the income statement, comprehensive income, 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, and the consolidated financial statements of Wilh. Wilhelmsen Holding ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2022, 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 2022, 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 consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2022, 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 relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. 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 2022 — Page 99 We have been the auditor of the Company for 13 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 Group’s business activities are largely unchanged compared to last year. We have not identified regulatory changes, transactions or other event that qualified as new Key Audit Matters for our audit of the 2022 financial statements. Furthermore, Revenue from contracts with customers has the same characteristics and risks as in the prior year, and therefore continues to be an area of focus this year. Key Audit Matters 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 627 million and USD 310 million respectively for the year ended December 31, 2022. 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 accompanies the required application of management judgement, particularly in determining the transaction price and deciding 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 whether income should be recognized net or gross. 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 recorded revenues, 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 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 of assumptions applied by management in deciding when 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 2 / 5 Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 100 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 appear 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 statutory 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 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, 3 / 5 Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 101 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 and the Group's internal control. • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves 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. 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 4 / 5 Parent — Accounts and notes Auditor’s report Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 102 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 Requirement on European Single Electronic Format (ESEF) Opinion As part of the audit of the financial statements of Wilh. Wilhelmsen Holding ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name Wilhelmsen Holding-2022-12-13-en, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation. Management’s Responsibilities Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger Oslo, 22 March 2023 PricewaterhouseCoopers AS Thomas Fraurud State Authorised Public Accountant (This document is signed electronically) 5 / 5 Parent — Accounts and notes Responsibility statement Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 103 We confirm, to the best of our knowledge, that the condensed set of financial statements for the period 1 January to 31 December 2022 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, 22 March 2023 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 notesWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 104 A targeted approach To progress the group’s ambition for net zero emissions in own operations by 2030, the group established 2022 as a base year and set minimum targets for consolidated companies Scope 1 and 2 emissions based on guidance from the Science based targets initiative (SBTi). Targets for Scope 3 will be developed in 2023. Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 105 5 Corporate structure Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 106 Corporate structure At 31 December 2022 GROUP MANAGEMENT TEAM Thomas Wilhelmsen (group CEO) Christian Berg (group CFO) Benedicte Teigen Gude (Chief of Staff) Bjørge Grimholt (Executive vice president Maritime Services) Jan Eyvin Wang (Executive vice president New Energy) WWH group WILH. WILHELMSEN HOLDING ASA, NORWAY Wallenius Wilhelmsen ASA, Norway 37.87% Treasure ASA, Norway 76.98% Wilhelmsen Maritime Services AS, Norway Wilhelmsen New Energy AS, Norway Maritime Services Segment New Energy Segment For group company list sorted by business area see below list. Unless otherwise stated, the company is wholly-owned. Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 107 Strategic Holdings and Investments WILH. WILHELMSEN HOLDING ASA, NORWAY Wallenius Wilhelmsen ASA 37.87% Treasure ASA 76.98% WilNor Governmental Services AS 100% ** Wilhelmsen GRC Sdn.Bhd. WilService AS, Norway Wilhelmsen Accounting Services AS, Norway Den Norske Amerikalinje AS Olavsvern Group AS 66% Wilh. Wilhelmsen Invest AS Hyundai Glovis Ltd 11.00% 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. Wilh. Wilhelmsen Holding Invest Malta Ltd * COUNTRY Korea, Republic of Malaysia Malta Norway Norway Norway Norway Norway Norway Norway Norway Norway OWNERSHIP % 11.00% 100.00% 100.00% 100.00% 66.00% 76.98% 37.87% 100.00% 100.00% 100.00% 100.00% 100.00% COMPANY NAME Hyundai Glovis Co., Ltd. Wilhelmsen GRC Sdn Bhd Wilh. Wilhelmsen Holding Invest Malta Limited Den Norske Amerikalinje AS Olavsvern Group AS Treasure ASA Wallenius Wilhelmsen ASA Wilh. Wilhelmsen Invest AS Wilhelmsen Accounting Services AS Wilhelmsen Project 1 AS WILNOR Governmental Services AS WilService AS Maritime services WILHELMSEN MARITIME SERVICES AS, NORWAY Wilhelmsen Ship Management Wilhelmsen Ship Management Holding AS Norway Wilhelmsen Ships Service Wilhelmsen Port Services Wilhelmsen Global Business Services Wilhelmsen Chemicals AS, Norway Wilhelmsen Ships Service AS, Norway Wilhelmsen Port Services AS, Norway Wilhelmsen Global Business Services AS, Norway Wilhelmsen Insurance Services AS, Norway For group company list sorted by business area see below list. Unless otherwise stated, the company is wholly-owned. Denholm Port Services Ltd 40%, UK Business area Legal entity Group — Corporate structureMaritime services COMPANY NAME Wilhelmsen Maritime Services Wilhelmsen Global Business Services Sdn. Bhd. Wilhelmsen Insurance Services AS Wilhelmsen Maritime Services AS Wilhelmsen Chemicals AS Wilhelmsen Global Business Services AS Wilhelmsen Business Service Center Sp z o.o. Denholm Port Services Limited Wilhelmsen Ship Management Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda. Wilhelmsen Marine Personnel d.o.o. Diana Wilhelmsen Management Limited Barber Ship Management Germany GmbH & Co. KG Verwaltung Wilhelmsen Ahrenkiel GmbH Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG Barklav (Hong Kong) Limited BWW LPG Limited Wilhelmsen Marine Personnel (Hong Kong) Limited Wilhelmsen Ship Management Limited WSM Global Services Limited Wilhelmsen Ship Management (India) Private Limited Wilhelmsen Ship Management Korea Ltd Wilhelmsen Ship Management Sdn Bhd Wilhelmsen Ahrenkiel Ship Management B.V Wilhelmsen Marine Personnel (Norway) AS Wilhelmsen Ship Management (Norway) AS Wilhelmsen Ship Management Holding AS WSM Invest AS OOPS (Panama) S.A Wilhelmsen-Smith Bell Manning, Inc Wilhelmsen Marine Personnel Sp. z o.o. Barklav S.R.L. Wilhelmsen Marine Personnel Novorossiysk LLC 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 Marine Personnel (Ukraine) Ltd Wilhelmsen Ship Management (USA) Inc Wilhelmsen Port Services Wilhelmsen Ships Service Algeria S.P.A. Cargomax Pty Ltd Hunter Marine Holdings Pty Ltd Hunter Marine Surveyors Pty Ltd Wilhelmsen Port Services (Australia) Pty Ltd WLB Shipping Pty. Ltd. WWHI Property Australia Pty Ltd Almoayed Wilhelmsen (Ltd) W.L.L Vopak Agencies Antwerpen NV Wilhelmsen Port Services Belgium N.V Wilhelmsen Port Services Brasil Ltda Wilhelmsen Ships Service Ltd [Bulgaria] Wilhelmsen Ships Service Agencia Maritima S.A. Wilhelmsen Huayang Ships Service (Beijing) Co., Ltd. Wilhelmsen Huayang Ships Service (Shanghai) Co. Ltd. Wilhelmsen Ships Service Colombia S.A.S. Wilhelmsen Ships Service Cote d'Ivoire SARL Wilhelmsen Ships Service Ecuador S.A. Barwil Arabia Shipping Agencies SAE Barwil Egytrans Shipping Agencies S.A.E. Scan Arabia Shipping Agencies S.A.E. Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 108 COUNTRY OWNERSHIP % Malaysia Norway Norway Norway Norway Poland United Kingdom Brazil Croatia Cyprus Germany Germany Germany Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong India Korea, Republic of Malaysia Netherlands Norway Norway Norway Norway Panama Philippines Poland Romania Russian Federation Singapore Turkey Ukraine United States Ukraine United States Algeria Australia Australia Australia Australia Australia Australia Bahrain Belgium Belgium Brazil Bulgaria Chile China China Colombia Cote d'Ivoire Ecuador Egypt Egypt Egypt 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 40.00% 100% 100% 50% 80% 100% 50% 50% 49% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 25% * 100% 100% 100% 100% 100% 100% 100% 100.00% 100.00% 49.00% * 100.00% 60.00% 100.00% 100.00% 100.00% 100.00% 40.00% * 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 49.00% 100.00% 100.00% 100.00% 50.00% 49.00% * 49.00% * Group — Corporate structurecont. Maritime services COMPANY NAME Wilhelmsen Port Services Auxiliaire Maritime SAS Wilhelmsen Ships Service France SAS Tbilisi Dry Port LLC Wilhelmsen Ships Service Georgia Ltd Barwil Agencies GmbH Vopak Agencies Germany GmbH Wilhelmsen Ships Service (Gibraltar) Limited Wiltrans (Gibraltar) Limited Wilhelmsen Ships Agency Hellas SM S.A Wilhelmsen Port Services (Hong Kong) Limited Wilhelmsen Maritime Services Private Limited Barwil For Maritime Services Co. Ltd. Iraqi-Norwegian Co For Marine Navigation & Maritime Services Ltd Wilhelmsen Ships Service (Japan) Pte Ltd -Japan Branch Wilhelmsen Ships Service Ltd. (Kenya) Wilhelmsen Hyopwoon Port Services Ltd Alghanim Wilhelmsen Shipping Co.W.L.L Wilhelmsen Freight & Logistics Sdn Bhd Wilhelmsen Port Services Malaysia Sdn Bhd Wilhelmsen Ships Service Holdings Sdn. Bhd. Wilhelmsen Ships Service Malta Limited Wilhelmsen Ships Service (Mozambique), Limitada Wilhelmsen Ships Service (Myanmar) Limited Diize B.V. Vopak Agencies Amsterdam B.V. Vopak Agencies B.V. Vopak Agencies Rotterdam B.V. Vopak Agencies Terneuzen B.V. Wilhelmsen Port Services B.V. Wilhelmsen Port Services Limited Wilhelmsen Port Services AS Wilhelmsen Port Services Norway AS Wilhelmsen Towell Co. L.L.C. Barwil Agencies, S.A. Intertransport Air Logistics, S.A. Lowill S.A. Scan Cargo Services S.A. Transcanal Agency, S.A. Wilhelmsen-Smith Bell (Subic), Inc. Wilhelmsen-Smith Bell Shipping, Inc. Wilhelmsen Port Services Sp. z o.o. Argomar - Navegacao e Transportes, S.A. Perez Torres Portugal Lda Wilhelmsen Ships Service Portugal, S.A. Wilhelmsen Ships Service QFZ LLC Wilhelmsen Ships Service Qatar Ltd. Barwil Star Agencies SRL Wilhelmsen Ships Service OOO Binzagr Barwil Marine Transport Co. Ltd. Barwil Agencies Ltd. For Shipping Wilhelmsen Ships Service Senegal SUARL Wilhelmsen Port Services (S) Pte. Ltd. Wilhelmsen Port Services Global Pte. Ltd. Wilhelmsen Ships Service (Japan) Pte. Ltd. Barwil (South Africa) Pty Ltd Krew-Barwil (Pty) Ltd. Wilhelmsen Ships Service South Africa (Pty) Ltd Wilhelmsen Port Services Spain S.L Wilhelmsen Ships Service Canarias SA Baasher Barwil Agencies Ltd. Alarbab For Shipping Co. Ltd Ocean Shipping Co. Ltd Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 109 COUNTRY France France Georgia Georgia Germany Germany Gibraltar Gibraltar Greece Hong Kong India Iraq Iraq Japan Kenya Korea, Republic of Kuwait Malaysia Malaysia Malaysia Malta Mozambique Myanmar Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands New Zealand Norway Norway Oman Panama Panama Panama Panama Panama Philippines Philippines Poland Portugal Portugal Portugal Qatar Qatar Romania Russian Federation Saudi Arabia Saudi Arabia Senegal Singapore Singapore Singapore South Africa South Africa South Africa Spain Spain Sudan Sudan Sudan OWNERSHIP % 100.00% * 100.00% 55.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 49.00% 100.00% 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% 60.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 40.00% 100.00% 100.00% 50.00% 100.00% * 100.00% 0.00% 100.00% 100.00% 50.00% 70.00% 100.00% 100.00% * 100.00% 100.00% 100.00% 49.00% 100.00% 100.00% 100.00% * 50.00% 0.00% 0.00% Group — Corporate structurecont. Maritime services COMPANY NAME Wilhelmsen Port Services Vopak Agencies Sweden AB Wilhelmsen Port Services (Taiwan) Inc. Wilhelmsen Ships Service Limited [Tanzania] Wilhelmsen Ships Service (Thailand) Ltd. Wilhelmsen Denizcilik Hizmetleri Ltd. Sti Wilhelmsen Ships Service Ukraine Ltd. Triangle Shipping Agencies LLC Wilhelmsen Marine Products LLC -Abu Dhabi Wilhelmsen Port Services LLC Wilhelmsen Port Services LLC Wilhelmsen W P S Dubai Port Services LLC Barwil Abu Dhabi Ruweis L.L.C. Vopak Agencies Americas Corp Wilhelmsen Port Services, Inc. Wilhelmsen Sunnytrans Co., Ltd International Shipping Co. Ltd. Wilhelmsen Ships Service Unitor Ships Service NV Netherlands Anthilles Wilhelmsen Ships Service Argentina S.A. Wilhelmsen Marine Products Pty Ltd Wilhelmsen Ships Service do Brasil Ltda. Wilhelmsen Ships Service Inc. (Canada) Wilhelmsen Ships Service (Chile) S.p.A. Wilhelmsen Ships Service Co., Ltd. (China) Wilhelmsen Ships Service Cyprus Ltd Wilhelmsen Ships Service A/S Wilhelmsen Ships Service LLC - Free Zone Wilhelmsen Ships Service Oy Ab Wilhelmsen Marine Products France SAS Wilhelmsen Ships Service GmbH Wilhelmsen Ships Service Hellas S.A. Wilhelmsen Marine Products India Private Limited Wilhelmsen Ships Service S.p.A. Wilhelmsen Ships Service Co. Ltd (Japan) Wilhelmsen Ships Service Co., Ltd (S.Korea) Wilhelmsen Ships Service Trading Sdn. Bhd. Unitor De Mexico, S.A. de C.V. Wilhelmsen Ships Service B.V. Wilhelmsen Ships Service Limited [New Zealand] Stromme AS Wilhelmsen Marine Products Contracting AS Wilhelmsen Ships Service AS Wilhelmsen Ships Service, S.A. Wilhelmsen Ships Service Philippines Inc. Wilhelmsen Ships Service Polska Sp. z o.o. Wilhelmsen Marine Products Ltd Havtec Pte. Ltd. Unitor Cylinder Pte. Ltd. Wilhelmsen Ships Service (S) Pte. Ltd. Timm Slovakia s.r.o Wilhelmsen Ships Service (Pty) Ltd. (South Africa) Wilhelmsen Ships Service Spain S.A. Wilhelmsen Ships Service AB Wilhelmsen Lojistik Hizmetleri Ticaret Ltd. Sti Wilhelmsen Ships Service (L.L.C.) Wilhelmsen Ships Service AS - Dubai Branch Wilhelmsen Ships Service Limited (UK) Unitor Holding Inc. Wilhelmsen Ships Service Inc. (USA) * Additional profit share agreement Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 110 COUNTRY Sweden Taiwan (Province of China) Tanzania, United Republic of Thailand Turkey Ukraine United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates United States United States Vietnam Yemen (Netherlands Antilles) Argentina Australia Brazil Canada Chile China Cyprus Denmark Egypt Finland France Germany Greece India Italy Japan Korea, Republic of Malaysia Mexico Netherlands New Zealand Norway Norway Norway Panama Philippines Poland Russian Federation Singapore Singapore Singapore Slovakia South Africa Spain Sweden Turkey United Arab Emirates United Arab Emirates United Kingdom United States United States OWNERSHIP % 50.00% 100.00% 49.00% * 49.00% * 100.00% 100.00% 49.00% * 49.00% * 85.00% 100.00% 49.00% * 0.00% * 100.00% 100.00% 49.00% 0.00% * 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% 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% 49.00% 100.00% 100.00% 100.00% 100.00% Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 111 New Energy WILH. WILHELMSEN HOLDING ASA, NORWAY Wilhelmsen New Energy AS NorSea Wind Holding AS * Edda Wind ASA 25.66% NorSea Group AS 98.96% Topeka Holding AS RaaLabs AS Massterly AS 50% Dolittle AS 46.15% Loke Marine Minerals AS 18% Ivaldi Group Inc 10% Reach Subsea ASA 20.43% 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 Norsea Wind BV Energy Innovation Holding AS Hammerfest Næringsinvest AS Maritime Waste Management AS Orvikan Eiendom AS Polarbase Eiendom AS Strandparken Holding AS Tangen 7 Invest AS Elevon AS KONCIV AS Norsea Fighter AS Norsea Impact AS Nsg Maritime AS Ventyr Energy 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 Netherlands 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% 50.00% 32.26% 100.00% 100.00% 97.97% 50.00% 100.00% 50.00% 47.50% 100.00% 100.00% 85.00% 50.00% Group — Corporate structurecont. New Energy COMPANY NAME Westport AS Westport Bergen AS Windworks Jelsa AS Norsea Logistics AS Norsea Norbase AS (fka Norbase AS) Norsea Polarbase AS OS Expressene AS Polar Algae AS Polar Lift AS Averoy Eiendom AS Dusavik Utvikling AS Eldøyane Næringspark AS K2 Stavanger AS Love Miljøbase AS Norsea Eiendom Dusavik AS Norsea Eiendom Tananger AS Norsea Property AS Norsea Tananger 107 AS Risavika Eiendom AS Risavika Havnering 14 AS Sørsea AS Tananger Eiendom AS Vestbase Eiendom AS Vikan Næringspark Invest AS CCB Energy Holding AS CCB Holding AS CCB Subsea AS Coast Center Base AS KS Coast Center Base Logiteam AS Norsea Industrial Holdings AS Dolittle AS Edda Wind ASA Massterly AS Norsea Group AS RAA Investment AS Raa Labs AS Reach Subsea ASA Topeka Holding AS Topeka MPC Maritime AS Topeka Nattruten AS Ventyr Synergies AS Wilhelmsen New Energy AS Wilhelmsen Wind Carriers AS Norsea Wind Holding AS Elevon AB Norsea 123 Limited Norsea UK Ltd Norsea Wind Limited Wilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 112 COUNTRY OWNERSHIP % Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Sweden United Kingdom United Kingdom United Kingdom 66.67% 100.00% 33.33% 100.00% 78.95% 95.14% 100.00% 60.02% 50.00% 100.00% 93.50% 37.97% 13.45% 33.33% 100.00% 100.00% 100.00% 100.00% 42.00% 100.00% 50.00% 100.00% 100.00% 100.00% 50.00% 50.00% 68.00% 100.00% 49.75% 68.00% 100.00% 45.98% 25.66% 50.00% 98.96% 69.87% 100.00% 20.51% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Group — Corporate structureWilh. Wilhelmsen Holding ASA Annual Report 2022 — Page 113 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 ( p h o t o p a g e 7 5 J a n I n g e H a g a ) 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