Wilh. Wilhelmsen Holding ASA Annual Report 2023

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Annual report 2023 PAGE 2 Key figures – consolidated accounts INCOME STATEMENT Total income Operating profit before amortisation and impairment (EBITDA) Operating profit Profit before tax Net profit Net profit 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) 2023 2022* 2021 2020 2019 USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill USD mill 1 029 147 88 515 487 466 3 294 811 2 857 608 958 153 83 440 427 400 2 981 730 2 438 654 874 141 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 USD mill 4 105 3 711 3 448 3 488 3 293 USD mill USD mill % % 194 349 1.3 70% 64 267 1.1 66% 122 366 0.9 65% 194 393 1.3 65% 98 255 1.2 63% 19% 19% 4% 6% 6% 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 USD USD Thousand NOK 10.52 3.33 44 283 10.00 8.98 3.42 1.63 3.16 2.63 3.10 2.46 3.24 44 580 44 580 44 580 45 948 7.00 8.00 2.00 5.00 *The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures for 2022 are restated. 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 (NCI), divided by average number of shares Earnings per share taking into consideration the number of shares reduced for own shares (7) Operating profit for the period adjusted for depreciation and impairments of assets, divided by average number of shares outstanding Total income (USD mill)* Operating profit (USD mill)* Net profit (USD mill) Net profit after NCI (USD mill) 9 2 0 1 8 5 9 4 7 8 2 1 8 0 5 8 8 8 3 8 8 7 3 7 0 6 7 8 4 7 2 4 6 6 4 0 0 4 8 7 1 0 3 1 3 5 7 1 1 4 1 1 2 7 2023 2022 2021 2020 2019 KEY FIGURES │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 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 57 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 2023 Share of total income: Year 2023 Share of total income: Year 2023 28% 2% 71% Share of net profit: Year 2023 Share of net profit: Year 2023 Share of net profit: Year 2023 9% 3% Share of total assets: As per 31.12.2023 Share of total assets: As per 31.12.2023 Share of total assets: As per 31.12.2023 23% 21% 96% 57% • Wallenius Wilhelmsen ASA (owned 37.9%) • Treasure ASA (owned 78.7%) – Hyundai Glovis (owned 11.0% by Treasure ASA) • WilNor Governmental Services • 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 • Wilhelmsen New Energy AS • NorSea Group (owned 99.0%) • Edda Wind ASA (owned 25.4%) • Reach Subsea ASA (owned 19.2%) • Topeka (owned 100%/50%) • Massterly (owned 50%) • RaaLabs (owned 75.1%) • Nordlys Studio (owned 45%) • Loke Marine Minerals (owned 15%) Direct or indirect ownership in brackets when not fully owned. Our strategic ESG topics Strategic topics Strategic ambition Climate change and decarbonisation Shape the maritime industry’s transition towards net zero emissions and capitalize on new growth arenas. Health and safety Have an engaging and safe workplace with no harm to people. Equality, diversity and inclusion Have a culture where each employee is valued for their contribution. Supply chain management Work with responsible supply chain partners. Compliance Be a responsible, trusted and compliant value chain partner. KEY FIGURES │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Group CEO’s statement Accounts and notes – group Turmoil and strong markets Page 7 Wilh. Wilhelmsen Holding ASA group Directors’ report Income statement Comprehensive income Main development and strategic direction Page 11 Balance sheet Financial results Page 13 Cash flow statement Maritime Services Page 14 Equity New Energy Page 15 General accounting principle Strategic Holdings and Investments Page 16 Notes Risk review Health, safety and working environment Page 17 Page 19 Accounts and notes – parent company Organisation and people development Page 19 Wilh. Wilhelmsen Holding ASA parent company Human rights Environment Page 20 Income statement Page 20 Comprehensive income Corporate governance Page 21 Balance sheet Sustainability Page 21 Cash flow statement Directors and Officers Liability Insurance Page 21 Equity Allocation of profit, dividend and share buy back Page 22 Notes Outlook Page 22 Auditor’s report PAGE 4 Page 25 Page 25 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Page 75 Page 75 Page 75 Page 76 Page 77 Page 78 Page 79 Page 96 Responsibility statement Page 101 Corporate structure Wilh. Wilhelmsen Holding group main structure Page 104 Strategic Holdings and Investments segment Page 105 Maritime Services segment New Energy segment Page 106 Page 114 Content Wilh. Wilhelmsen Holding ASA Annual report 2023Key figures │ CONTENT │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureTurmoil and strong markets Page 7 PAGE 5 Group CEO’s statement Wilh. Wilhelmsen Holding ASA Annual report 2023Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structurePAGE 6 Wilhelmsen’s consistent growth and success demonstrate a commitment to long-term value creation for the group. With hard work, agility and strategic investments resulting in steady growth and profitability, the group has over time been able to weather economic and geo-political turbulence. Long term value creation Wilh. Wilhelmsen Holding ASA Annual report 2023Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structurePAGE 7 Turmoil and strong markets 2023 was yet another year shaped by geopolitical conflicts, macroeconomic challenges, political instabilities, and the escalating environmental crisis. Armed conflicts have taken place one after the other, in new regions across the world, and have had a profound effect on the maritime industry. Regardless of these challenges, the Wilhelmsen group continued its journey to shape the maritime industry. STEADY THROUGH TURMOIL AND RISK An increase in total shareholder return of 37% was achieved in 2023. Despite the economic backdrop, it proved to be a strong year. The Maritime Services segment delivered an increase across all main activities driven by volume growth, acquisitions, and inflationary adjustments. The segment has a workforce of 5,300 employees, 11,300 seafarers and manages around 450 vessels. Each day in 2023, the segment managed more than 540 deliveries of marine consumables and facilitated more than 200 port calls. We will continue to build and strengthen our global maritime network, as well as our position as a trusted partner for our customers both at sea and in port. We also recorded solid results in the New Energy segment and expect favourable tailwinds driven by the need for decarbonisation and energy transition in the years ahead. Coupled with another strong year for our key strategic investment in Wallenius Wilhelmsen, 2023 is likely one of the best years in the history of this group. Hard work and dedication from all colleagues as well as the continued support from our customers and financial stakeholders has contributed to strong results. Thank you! Our performance is also a testament to the overall structure of the group and the investments we have made in recent years. INNOVATION AND TECHNOLOGY Our ability to innovate, change, and adapt has been instrumental for the group to surpass 160 years. I am encouraged by our emerging ventures and startups such as on-demand 3D printing, autonomous and remote operations, emission management, and the re-use of vessel materials. These are good examples of how we deliver on our vision of shaping the maritime industry with new ideas and solutions for our customers. The future is teeming with opportunities. Now in 2024, we launched generative AI to our colleagues worldwide. At the same time, we must stay vigilant, as supply chains and infrastructure increasingly have become chosen targets for both cyber and physical attacks. To harness the exciting opportunities ahead, it will be key to balance investments in new opportunities and to safeguard existing operations. Wilh. Wilhelmsen Holding ASA Annual report 2023Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure PAGE 8 TANGIBLE RESULTS AND PUSHING OUR ESG AGENDA In 2023, we were particularly happy with the clear results from our ESG index. The index has 17 ESG related KPIs that we measure across the group, and this was the first year it was published externally for everyone to see. On greenhouse gas emissions, we reduced our scope 1 and 2 emissions by 12% compared to 2022. Furthermore, we sourced 50% of our electricity consumption during the year from renewable sources by installing solar panels or through new purchasing agreements. This required a strong commitment from management and good execution, all while balancing costs and benefits. In relation to our people, I am pleased to see good progress with our gender balance in top management. We achieved 31% women in top management positions and will continue to work towards our target of 40% by 2030. A sharp focus on equality, diversity and inclusion, alongside employee development, has always been at the core of our culture - giving me confidence in our future success. I am also pleased to see the continued focus on health, safety, and wellbeing for our employees and those working on our behalf. Entering 2024, the industry is no doubt facing many risks and uncertainties. At Wilhelmsen we will remain steadfast in providing the highest quality products and services, new innovations, clear ESG actions and targets as well as an attractive workplace. It is our resolve to ensure that Wilhelmsen leads the way in shaping the maritime industry, embracing challenges and opportunities alike. Wilh. Wilhelmsen Holding ASA Annual report 2023Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structurePAGE 9 Main development and strategic direction Financial results Maritime Services New Energy Strategic Holdings and Investments Risk review Health, safety and working environment Organisation and people development Human rights Environment Corporate governance Sustainability Directors and Officers Liability Insurance Page 11 Page 13 Page 14 Page 15 Page 16 Page 17 Page 19 Page 19 Page 20 Page 20 Page 21 Page 21 Page 21 Allocation of profit, dividend and share buy back Page 22 Outlook Page 22 Directors’ report Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Strategy PAGE 10 With a commitment to strategic planning in a constantly cyclical market, Wilhelmsen can anticipate and adapt to market changes, and remain competitive through both challenging and prosperous times. Wilhelmsen’s vision to shape the maritime industry, helps drive innovation and deliver value to customers. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 11 Directors’ report for 2023 Wilh. Wilhelmsen Holding ASA Highlights for 2023 • Increased operating income and operating profit. • Delivered 37% total shareholder return. • Expanded the Maritime Services network through new bolt-on acquisition. • All time high net profit in Wallenius Wilhelmsen ASA. MAIN DEVELOPMENT AND STRATEGIC DIRECTION The Wilh. Wilhelmsen Holding group (Wilhelmsen or group) is a comprehensive global maritime group. 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, and related infrastructure through active ownership. We also seek to develop new opportunities in renewables, zero-emission shipping, and marine digitalization. Our vision is to shape the maritime industry. In 2023, Wilhelmsen further expanded the global operation through bolt-on acquisitions, organic growth, and new innovative business solutions. Wilhelmsen also delivered solid return to its shareholders, with an increase in operating result and net profit, and a 37% total shareholder return for the year. The main global challenges related to geopolitical tension, climate change, and high inflation and interest rates, escalated in 2023. The renewed conflict in the Middle East and the ongoing Russian war in Ukraine have, in addition to all the direct human suffering, also a direct impact on the maritime industry. In this business environment, the Wilhelmsen operating companies continue to perform and develop, taking necessary efforts to protect the safety of employees and other parties. The board would once again like to thank all employees for their efforts and contributions, ensuring that Wilhelmsen could continue shaping the maritime industry. The Wilhelmsen group is organised around three business segments: • Maritime Services, • New Energy, and • Strategic Holdings and Investments. In 2023, all three business segments continued their 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 2023, Wilhelmsen further developed its Maritime Services’ offering and footprint through full integration of previous acquisitions across all the three business units, and with a new bolt-on acquisition in Ship Management announced in December. Together with organic growth, this delivered an increase in both total income and EBITDA for the year. New Energy builds on the existing Wilhelmsen infrastructure and competence serving the offshore and maritime industries to create an ecosystem supporting energy transition. In 2023, Wilhelmsen continued to serve the European offshore industry, using the competence and infrastructure to build a platform within renewables and future shipping solutions. Total income and EBITDA for New Energy were stable for the year when adjusting for non-recurring 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 supported by a strong shipping market, reaching an all-time high net profit. Hyundai Glovis also continued to deliver positive results, but with net profit down for the year. In December, Wilh. Wilhelmsen Holding ASA and Wallenius Lines AB decided to extend the duration of the limited shareholders agreement related to Wallenius Wilhelmsen ASA for three years, until 31 December 2026. The Wilhelmsen group equity base remains strong. In 2023, total equity was up with 17%, to USD 2.9 billion, and the equity ratio based on book values increased to 70% by year end. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 12 Cash and cash equivalents in group companies totalled USD 224 million by the end of the year, The financing structure is long term and the main loan facilities in Maritime Services and New Energy were both refinanced in 2022 for a period of five years. 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 main components of the long-term incentive scheme for senior executives are total shareholder return and a positive change in an index of underlying asset values. To further strengthen the alignment with shareholders, senior executives and board members are encouraged to use part of their remuneration to buy shares in the company. The Wilhelmsen share price had a strong development in 2023, outperforming the general equity market and marking five consecutive years with positive shareholder return. In 2023, total weighted return including share price development and paid dividend was 37.1%, based on a total return of 36.7% for the WWI share and a total return of 38.5% for the WWIB share. Wilhelmsen has an objective of consistent yearly dividend paid twice annually. In connection with release of the full year results of 2023, the objective was updated to include a target of an annual dividend yield of 3-5% over time. In 2023, a first dividend of NOK 6.00 per share was paid in May, and a second dividend of NOK 4.00 per share was paid in November. For 2024, the board is proposing a first dividend of NOK 10.00 per share payable in the second quarter, and that the Annual General Meeting authorises the board to distribute additional dividend of up to NOK 8.00 per share. Wilhelmsen also uses share buybacks as one of its financial tools, latest in May 2023. 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 2023, ESG regulations, greenhouse gas emissions, human rights, ethics and anti-corruption, health and safety, equality, diversity and inclusion, supply chain management, and green growth and decarbonisation received particular attention. In 2024, Wilhelmsen will continue to develop the group to the benefit of customers, shareholders, employees, and the wider society, building on a more than 160-year history of shaping the maritime industry. The board of Wilh. Wilhelmsen Holding ASA Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Trond Westlie Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023933 852 2,346 (26) 901 797 2,042 (29) 4,105 3,711 2,702 2,857 2,278 2,438 70% 66% 163 194 105 55 34 63 170 (107) (196) (52) (72) (71) 231 64 31 44 (11) 6 50 (44) (138) (33) 18 (124) PAGE 13 Total assets and equity Total assets and equity (USD million) 31.12.2023 31.12.2022 Maritime Services New Energy Strategic Holdings and Investments Elimination FINANCIAL RESULTS The investment in Hyundai Glovis has been reclassified from fair value financial asset through income statement to associate and equity method in financial reporting. The balance per 31.12.2021 and the accounts for 2022 have been restated accordingly. Income statement USD million 2023 2022 Total income of which operating revenue of which other income EBITDA Operating profit/EBIT 1,029 1,027 1 147 88 958 943 15 153 83 Total assets Shareholders’ equity Total equity Equity ratio Share of profit from JVs and associates 431 397 Financial items of wich change in fair value financial assets of wich other financial income/(expenses) Profit before tax/EBT Tax income/(expenses) Profit for the period Profit to equity holders of the company (4) 11 (15) 515 (27) 487 466 (40) (5) (36) 440 (13) 427 400 EPS (USD) 10.52 8.98 Other comprehensive income Total comprehensive income Total comp. income equity holder of the company (11) 476 457 (88) 339 326 Total assets were USD 4,105 million by the end of 2023, up 11% for the year. The largest increase was for Strategic Holdings and Investments. Total equity was up 17% for the year, increasing the equity ratio to 70%. Cash flow, liquidity, and debt Cash flow (USD million) 2023 2022 Cash and cash equivalents 1.1 From operative activities of wich Maritime Services of wich New Energy other operating activities From investing activities of wich dividend from JVs and associates other investing activities Total income for Wilhelmsen was USD 1,029 million in 2023, up 7% from 2022. Income was up for Maritime Services but down for New Energy. From financing activities of wich dividend and buy back parent of wich net debt repayment (excluding leasing) other financing activities Group EBITDA came in at USD 147 million for the year, down 3%. EBITDA was up for Maritime Services but down for New Energy. Adjusting for a 2022 sales gain and a step-up gain from acquisition of a joint venture, the EBITDA for New Energy was stable. Share of profit from joint ventures and associates was USD 431 million for the year, up from USD 397 million one year earlier. The improvement was due to a further increase in net profit in Wallenius Wilhelmsen ASA. The change in fair value financial assets was positive with USD 11 million, while other financials were a net expense of USD 15 million. Interest expenses were up for the year, but this was more than offset by the improved contribution from investment management. Tax was included with an expense of USD 27 million, mainly related to Maritime Services. Net profit to equity holders of the company was USD 466 million in 2023, up from USD 400 million in 2022. Net cash flow 61 (68) Cash and cash equivalents 31.12 224 163 The group had cash and cash equivalents of USD 224 million by the end 2023, up from USD 163 million by the end of 2022. Cash flow from operating activities was USD 194 million in 2023. This compares with a net EBITDA and tax expense of USD 120 million. Cash flow from investing activities was USD 63 million, lifted by USD 170 million in dividend from joint ventures and associates. Investments in fixed assets was USD 43 million while investments in subsidiaries, joint ventures and associates totalled USD 50 million in 2023. Cash flow from financing activities was negative with USD 196 million in 2023. This mainly included net repayment of debt, dividend payments, share buybacks, and normal financial cost. Other comprehensive income was negative with USD 11 million, resulting in a total comprehensive income to equity holders of the company of USD 457 million for the year. By the end of 2023, the group had liquid financial assets of USD 435 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. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Liquid assets (USD million) 31.12.2023 31.12.2022 USD million 2023 2022 PAGE 14 732 467 153 87 26 105 14% 77 11% 7 (19) (20) 45 6% 2 42 628 394 136 68 29 94 15% 57 9% 7 (20) (16) 28 4% 1 27 Cash and cash equivalents of wich Maritime Services of wich New Energy of wich Strategic Holdings and Investments Current financial investments Financial assets to fair value of wich New Energy of wich Strategic Holdings and Investments 224 144 21 59 124 87 5 82 163 131 8 24 104 75 4 71 Total income of which Ships Service of which Port Service of which Ship Management of which other activities/eliminations EBITDA EBITDA margin (%) Total 435 342 Operating profit/EBIT EBIT margin (%) 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 124 million at the end of 2023. The group’s investments classified as financial assets to fair value had a combined value of USD 87 million by the end of the year. The largest investment was the 1.4% shareholding in Qube Holdings Limited, valued at USD 55 million. Interest bearing debt (including lease liabilities) (USD million) 31.12.2023 31.12.2022 Maritime Services New Energy Strategic Holdings and Investments Elimination Total 213 377 33 (15) 227 374 62 (10) 608 654 The main group companies fund their investments and operations on a standalone basis, with no recourse to the parent company. The primary funding source is the commercial bank loan market. By end of 2023, the group’s total interest-bearing debt including lease liabilities was USD 608 million. Debt was down for the year due to reduced drawdown on loan facilities in Maritimes Services and Strategic Holdings and Investments. 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. Share of profit/(loss) from JVs and associates Financial items Tax income/(expence) Profit/(loss) Profit margin (%) Non controlling interests Profit/(loss) to equity holders of the company Share of profit from associates was USD 7 million, in line with previous year. Financial items for Maritime Services amounted to an expense of USD 19 million, including a USD 12 million loss on currency and financial instruments. Tax was an expense of USD 20 million. Profit to equity holders of the company was USD 42 million in 2023, up from USD 27 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 MARITIME SERVICES This includes Ships Service, Port Services, Ship Management, and other business units and activities reported under the Maritime Services segment. Total income for Maritime Services was USD 732 million in 2023, up 17% from 2022. Income was up for all main business units. EBITDA for the year was USD 105 million, up 12 % from the previous year. The increase was supported by higher income but held back by the higher cost of goods and increased personnel expenses. The Maritime Services’ EBITDA margin was 14% in 2023, down from 15%. Ships Service Wilhelmsen Ships Service offers a portfolio of maritime solutions to the merchant fleet. Total income from Ships Service was USD 467 million in 2023, up 19% from the previous year. Income was lifted by a combination of higher volumes, price increases, and acquisitions. Volume was up for most product categories despite some fallback at the tail end of the year. The price increases mainly reflected higher product and freight costs, which have been gradually passed on to the customer. Acquisition growth included Stromme, a specialised cargo hold cleaning company in the marine industry acquired in September 2022, and Navadan, a tank and cargo hold cleaning company acquired in January 2023. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 15 Port Services Wilhelmsen Port Services provides full agency, husbandry, and protective agency services to the merchant fleet. Total income for New Energy was USD 291 million in 2023. This was down 13% from 2022, mainly due to the wind down of NorSea Wind. Total income from Port Services was 153 million in 2023, up 13%. The increase was mainly due to the acquisition of Vopak Agencies, completed in December 2022. Vopak Agencies is a leading provider of hub services and port agency within the tanker segments in Europe. A higher number of appointments (port calls) also had a positive impact. Income per appointment was down, but with some improvement during the fourth quarter. EBITDA came in at USD 51 million, down 32%. The 2022 EBITDA was lifted by a combined USD 23 million step-up gain and sales gain in NorSea. Adjusting for these gains, EBITDA was in line with the previous year. The EBITDA margin was 17% for the year. Share of profit from associates was USD 10 million, up from USD 8 million. Ship Management Wilhelmsen Ship Management provides full technical management, crewing, and related services for all major vessel types. Financial items were an expense of USD 18 million, and tax was an expense of USD 2 million. Total income for Ship Management was USD 87 million in 2023, up 26% from 2022. income was lifted by a higher number of vessels under full technical management and an increase in crew management. In December, Wilhelmsen and MPC Capital agreed to acquire 100% of the company Zeaborn Ship Management. Zeaborn manages a fleet of around 100 vessels. The closing of the transaction is expected for the first quarter of 2024 and is subject to approval by the competent antitrust authorities. Zeaborn will be integrated into the joint technical management activities of Wilhelmsen and MPC Capital. Other 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 26 million in 2023. Income was up for both Wilhelmsen Chemicals and Wilhelmsen Insurance Services. Income is partly generated from inter-company services and product sales to other Maritime Services entities which is eliminated in the segment accounts. NEW ENERGY This includes NorSea, Edda Wind ASA, and other business units and activities reported under the New Energy segment. USD million Total income of which NorSea (Energy Infrastructure) of which other activities/eliminations EBITDA EBITDA margin (%) Operating profit/EBIT EBIT margin (%) Share of profit from JVs and associates of which NorSea (Energy Infrastructure) of which other activities/eliminations Financial items Tax income/(expence) Profit Profit margin (%) Non controlling interests Profit/(loss) to equity holders of the company 2023 2022 291 283 7 51 17% 23 8% 10 5 5 (18) (2) 12 4% 1 12 333 292 41 75 22% 46 14% 8 7 1 (14) (2) 38 11% 7 31 Profit to equity holders of the company was USD 12 million for the year, down from USD 31 million in 2022. New Energy • Wilhelmsen New Energy AS • NorSea Group (owned 99.0%) • Edda Wind ASA (owned 25.4%) • Reach Subsea ASA (owned 19.2%) • Topeka (owned 100%/50%) • Massterly (owned 50%) • RaaLabs (owned 75.1%) • Nordlys Studio (owned 45%) • Loke Marine Minerals (owned 15%) 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 283 million in 2023. This was down 3% from 2022, which included USD 23 million in step-up gain and sales gain. When adjusting for these gains, total income was up 5%. Income was lifted by a new material offshore contract in the Danish sector which became operational during the third quarter of 2022. Income from property activities was also up. Income in local currency from the Norwegian logistics operations was stable, while income measured in USD was down due to a weaker NOK versus USD. Share of profit from joint ventures and associates in NorSea was USD 5 million. Edda Wind ASA Edda Wind ASA provides services to the global offshore wind industry and is listed on Oslo Børs. Wilhelmsen owns 25.4% of the company, which is reported as associate in Wilhelmsen’s accounts. Share of profit from Edda Wind ASA was included with USD 1 million in 2023. In March, Edda Wind ASA announced contracts for four commissioning service operation vessels (CSOV) newbuilds and a private equity placement. Wilhelmsen participated in the equity placement with NOK 300 million (USD 29 million). Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023The book value of the 25.4% shareholding in Edda Wind ASA was USD 84 million at the end of year, up from USD 53 million one year earlier. Other business units and activities This includes Reach Subsea ASA (owned 19.2%), Raa Labs AS (owned 75.1%), Massterly AS (owned 50%), and certain other activities reported under the New Energy segment. Total income from other New Energy activities was USD 7 million in 2023, down from USD 41 million. The reduction was due to NorSea Wind, which lost the tender for renewal of its main contract at the tail end of 2022. The company ceased operation during the first half of 2023. Share of profit from other activities was included with USD 4 million for the year. PAGE 16 Change in fair value financial assets was a gain of USD 7 million, while other financial items were a net income of USD 64 million. This included USD 41 million in dividend and other contribution from group companies which is eliminated in the group results. Tax was an expense of USD 5 million. Profit to equity holders of the company was USD 449 million for the year, compared with a profit of USD 342 million in 2022. Strategic Holdings and Investments In February, Wilhelmsen participated in a private equity placement in Reach Subsea with USD 2 million. The book value of Wilhelmsen’s 19.2% shareholding in Reach Subsea ASA was USD 23 million at the end of the year. Wilhelmsen also has an option to subscribe for additional shares in Reach Subsea ASA in accordance with a three-year warrant issued in the first quarter of 2022. • Wallenius Wilhelmsen ASA (owned 37.9%) • Treasure ASA (owned 78.7%) – Hyundai Glovis (owned 11.0% by Treasure ASA) • WilNor Governmental Services • Financial investments • Holding activities 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. USD million Total income of which operating revenue of which other gain/(loss) EBITDA Operating profit/EBIT Share of profit from JVs and associates of which Wallenius Wilhelmsen ASA of which Hyundai Glovis of which other/eliminations Change in fair value financial assets Other financial income/(expenses) of which investment management of which financial income from group companies of which other financial income/(expence) Tax income/(expence) 01.01– 31.12.23 01.01– 31.12.22 15 16 (0) (7) (12) 414 324 89 0 7 64 15 41 7 (5) 10 17 (7) (16) (20) 382 281 102 0 (6) 0 (3) 0 (10) 4 Profit 468 361 Non controlling interests Profit/(loss) to equity holders of the company 18 449 19 342 Total income for the Strategic Holdings and Investments segment was USD 15 million in 2023, while EBITDA came in at a loss of USD 7 million. Adjusting for a 2022 fraud case, both total income and EBITDA were in line with the previous year. 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 5,149 million in 2023, an increase of 2%. Shipping revenue was down due to lower fuel surcharges while revenue from logistics and government services were up. EBITDA ended at USD 1,807 million, up 17%. Wilhelmsen’s share of profit from Wallenius Wilhelmsen ASA was USD 324 million in 2023, up from USD 281 million in 2022. The Wallenius Wilhelmsen ASA share price was down 8.3% in 2023, closing at NOK 89.00. As of 31 December 2023, the market value of Wilhelmsen’s investment was USD 1,402 million, while the book value of the shareholding was USD 1,337 million. In 2023, Wallenius Wilhelmsen ASA paid total dividend of USD 0.85 per share. Total cash proceeds to Wilhelmsen were USD 136 million. In December, Wilh. Wilhelmsen Holding ASA and Wallenius Lines AB decided to extend the duration of the limited shareholders agreement related to Wallenius Wilhelmsen ASA for three years, until 31 December 2026. The agreement shall automatically renew thereafter for successive periods of three years, unless and until terminated by a party on no less than six months’ written notice given before the relevant end date. Treasure ASA Treasure ASA holds a 11.0% ownership interest in Hyundai Glovis and is listed on Oslo Børs. Wilhelmsen owns 78.7% of Treasure ASA. Share of profit from associates was a gain of USD 414 million, up 8%, mainly related to the 37.9% ownership in Wallenius Wilhelmsen ASA and the 11.0% shareholding in Hyundai Glovis. The investment in Hyundai Glovis has been reclassified from fair value financial asset through income statement to associate Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 17 and equity method in financial reporting. Further information is provided in note 21 to the 2023 group accounts. million at the end of the year. The largest investment was the 25 million shares held in Qube Holdings Limited with a market value of USD 55 million. Share of profit from Hyundai Glovis was included with USD 89 million in 2023, down from USD 102 million in 2022. The book value of the 11.0% shareholding in Hyundai Glovis was USD 675 million at the end of the year. In 2023, Treasure ASA continued to buy back and thereafter liquidate own shares. On 17 February, Treasure ASA announced buybacks of 517,771 own shares. On 24 May, Treasure ASA completed the liquidation of 2,594,566 own shares bought in 2022. Finally, on 6 December Treasure ASA completed the liquidation of the shares bought in 2023. Through these transactions, the number of issued shares was reduced from 207,835,000 to 204,722,663. On 7 June, Wilhelmsen announced a voluntary offer to acquire all outstanding shares in Treasure ASA that were not already owned by Wilhelmsen. A total of 1,066,705 shares were acquired. Following completion of the share transactions, Wilhelmsen owns 161,066,705 shares, representing 78.7% of the total registered share capital and voting rights in the Treasure ASA. The Treasure ASA share price was up 20.2% for the year, closing at NOK 21.10. As of 31 December 2023, the market value of Wilhelmsen’s shareholding in Treasure ASA was USD 334 million. In 2023, Treasure ASA paid total dividend of NOK 1.00 per share. Total cash proceeds to Wilhelmsen were USD 16 million. Financial investments Financial investments include cash and cash equivalents, current financial investments and other financial assets held by the parent and fully owned subsidiaries. Other business units and activities This includes WilNor Governmental Services (owned 51% directly and 49% through NorSea), Wilservice AS, holding company activities, and certain other activities reported under the Strategic Holdings and Investments segment. Operating revenue for holding company activities was USD 16 million for the year, in line with the previous year. Except for WilNor Governmental Services, most income is 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. 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. Net income from investment management was USD 15 million in 2023. The value of the current financial investment portfolio held by the parent company was USD 124 million by the end of the year, up from USD 104 million one year earlier. The portfolio primarily included listed equities and investment-grade bonds. Main risks An overview of main risks and mitigation efforts defined in the group risk matrix are outlined in the table below. Compared with the risk picture seen one year ago, geopolitical risk has increased while financial risk related to the group’s dividend capacity has been reduced. Change in fair value of non-current financial assets was a gain of USD 7 million in 2023. The value of the assets was USD 82 The group’s exposure to, and mitigation of, certain financial risk is further described in note 18 to the 2023 group accounts. Group risk matrix Risk type Entity Risk Mitigation action Macro Macro All All Geopolitical issues Balanced and liquid portfolio. Global economic outlook Balanced and liquid portfolio. Financial Parent Dividend capacity Conservative risk, cash flow focus, and parent net debt free. Financial Group External financing Conservative risk, balanced portfolio, alternative funding sources. Governance Group Cyber security Strong security governance system and mandatory cyber security essentials training. Governance Group Energy transition Pro‐active approach, innovation, and business development. Governance Group Competence and culture Invest in competence and skills and be an attractive employer. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Products PAGE 18 Wilhelmsen’s products have been industry-tested over decades. With trusted brands in the maritime industry, and investment in research & development to meet evolving customer needs, the innovative product portfolio is known for consistent and dependable performance. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 19 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. offices in 57 countries within its controlled structure. The group employed 11,340 seafarers and 5,316 land-based employees at the end of 2023. Equality, diversity and inclusion (EDI) Wilhelmsen has a clear policy stating that employees have the right to equal opportunities. Harassment and discrimination based on race, gender or similar grounds, or other behaviour that may be perceived as threatening or degrading, is not acceptable. Exposure hours In 2023, there were around 46.9 million exposure hours (work hours) in the group. Vessel based operations accounted for 80% of total exposure hours and onshore operations accounted for 20%. Females represent 36% of the land-based work force, 31% of senior management positions (25% in 2022), and 1.5% of the seafarer work force. The group’s target is to have at least 40% of each gender in top three management positions by 2030. Sickness absence and occupational disease In 2023, 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. The sickness absence rate was 2.46% for onshore operations and 0.02% on vessels, in line with the previous year. There were six onshore occupational disease cases recorded in 2023. 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 2023, several initiatives related to working arrangements, succession management, recruitment practices, and unconscious bias training 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. Turnover The turnover rate for employees was 13% in 2023, in line with previous years. The turnover rate varies between entities. Lost time injuries and total recordable cases Regrettably, there was one seafarer work-related fatality during year. An incident occurred during a gangway operation involving an able-bodied seafarer. Despite the immediate response and emergency measures taken, the seafarer did not survive the injuries sustained. The initial actions were to evaluate the overall usage of personal protective equipment (PPE) and review actions for more focus of correct usage of PPE by ship and shore personnel when visiting vessel. An investigation is ongoing. The lost-time injury frequency (LTIF) rate for seafarers was 0.35, within the target not to exceed 0.40. The total recordable case frequency (TRCF) rate was 2.27, within the target not to exceed 2.80. The targets will remain the same for 2024. During the year, campaigns for seafarers were focused on loss prevention and going back to basics in all safety related matters. Safety KPIs were emphasized, and awareness raised throughout the year as new vessels entered into management resulting in new seafarers joining the fleet. ESG focus was also emphasized with new topics being introduced gradually onboard. For onshore operations, campaigns focused on safety risks and mental and physical health and wellness. The LTIF rate onshore was 0.40 in 2023, within target not to exceed 0.40. The TRCF rate result of 0.66 was within the target not to exceed 1.00. The targets will remain the same for 2024. 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 241 Driving performance Wilhelmsen strives to maintain a performance culture where engaged employees deliver the right results the right way and are rewarded accordingly. Employee performance and engagement are measured through annual engagement survey and performance appraisals. In 2023, 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. A 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 Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023problem-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 per year. In 2023, there was an average of ten 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 2023, the learning focused on unconscious bias and inclusion. Whistle blowing and anti-corruption In 2023, there were 44 whistles received related to allegations of fraud/corruption, data protection, health and safety, bullying and harassment, and human rights related matters. In 37 of the whistles, the reported issues have been concluded with appropriate action taken, while seven were pending a conclusion at year end. There were no confirmed incidents of corruption (there are three alleged cases pending outcome of internal investigations), and six confirmed incidents of discrimination and harassment. 16 of the whistles were categorised as human rights concerns. At the end of the year, the possibility of filing whistle reports in multiple languages through our web-based whistleblowing system was introduced to comply with new EU whistleblowing requirements. This is in accordance with best practice and what other companies with a global footprint have established. Compliance audits on location were conducted in three of our major hubs as part of our scheduled ESG audits. In addition, the follow up of potential irregularities was mainly conducted through desk top audits and by providing guidance and instructions to local and regional resources. In previous years, a limited number of fraud cases have been detected. As a principle such cases are reported to the police. In 2023 we have not detected any cases that have been reported to the police. 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. 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 2023 been an increase in M&A activities resulting in an extended number of integrity due diligence assessments being conducted. To continue competence building with employees, a new Code of Conduct was rolled out in 2023 and the mandatory business conduct training completion rate was 97%. The training addresses anti-corruption, theft and fraud, GDPR and data protection, competition law, bullying and harassment and whistleblowing. PAGE 20 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. Our commitment is implemented through our human rights due diligence process, 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 2023, a new Wilhelmsen Supplier Code of Conduct (SCoC) was implemented with new suppliers in defined tiers. Significant activity was also dedicated to supplier screening, assessment and audits. Ten human rights due diligence assessments were conducted, and 69 scenarios were identified (54 in 2022) to prioritise measures to implement to cease, prevent or mitigate impacts. 16 whistles related to alleged human rights allegations were processed during the year. An account of Wilhelmsen’s human rights due diligence pursuant to Section 5 of the Norwegian 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 new growth arenas. In practise, Wilhelmsen focuses on climate change and decarbonisation, biodiversity and ecosystems, and circular economy. 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 optimise vessel and voyage operations, collaboration on the decarbonisation of shipping, and the development and transition to 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 companies 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 2023, the group’s New Energy segment invested USD 150 million in entities related to both renewable and energy transition segments through own ventures, and together with partners. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Climate 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 and storage. 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). In 2023, the group achieved a total 12.32% reduction for Scope 1 and Scope 2 (market based) emissions compared to the 2022 base year. An initial screening of Scope 3 emissions was also completed in 2023, and a base year and targets for these emissions will be set in 2024. 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, manage 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 2023 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 2 May 2024. SUSTAINABILITY The group includes environmental, social, and governance (ESG) issues in its investment analysis, business decisions, ownership practises, and financial reporting. The group has detailed ownership requirements to clarify its expectations towards companies where it has a significant shareholding. The group has also established an internal ESG index of 17 KPIs with consolidated companies to assess progress in strategic ESG focus areas. The results are reported on a quarterly basis to the board of directors and the market, and used as input to executive remuneration. The group actively contributed to collective action on decarbonisation of shipping; climate action; 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. PAGE 21 From 2023, Wilhelmsen’s EU Taxonomy report is also included in the ESG report. The 2023 ESG report is available on wilhelmsen.com. In 2023, the following areas received particular attention: • Double Materiality Assessment, • Greenhouse gas emissions (GHG), • Green growth and decarbonisation, • EU Taxonomy, • Health, safety and wellness, • Equality, diversity and inclusion, • Human Rights, • Supply chain management, • Business conduct, ethics and anti-corruption, • Information and Cyber security, and • Corporate Sustainability Reporting directive (CSRD). The company’s achievements included: • GHG emissions reductions and maturing reporting, • Initial screening of scope 3 emissions, • Increased gender diversity in top three management, • Health and safety metrics within targets, • Positive and consistent employee engagement, • Rollout of Supplier Code of Conduct, • Increased supplier screenings, assessments and audits, • Mandatory participation in Code of Conduct and cyber security training, and • Several key investments and ongoing projects contributing to the decarbonisation of shipping and growth in new areas. Double materiality assessment In 2023, the group conducted a double materiality assessment based on requirements contained in the Corporate Sustainability Reporting Directive (CSRD). Ten topics are considered material for Wilhelmsen and are grouped into five strategic areas for activities and reporting: • Climate change and decarbonisation, • Health and safety, • Equality and diversity, • Supply chain management, and • Compliance. These topics are integrated in the group’s strategy and disclosed in the ESG report. Stakeholder engagement Wilhelmsen is regularly in dialogue with key stakeholders who engage in issues relating to the maritime industry and the activities of the group. The dialogue contributes to understanding the expectations of the community and transferring them to the group. It also enables the group to communicate decisions to stakeholders and provide them with explanations for our underlying motives. In 2023, Wilhelmsen engaged in dialogues with investors, governments, non-governmental organisations and other stakeholders discussing topics related to the group or industry at large. Topics covered included capital allocation, dividend and share buybacks, financial performance, management incentive schemes, 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 2023 accounting year placed with reputable insurers with appropriate ratings. The Insured names Wilh. Wilhelmsen Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Holding 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. At the same time, inflation and new system costs are putting pressure on operating margins. We expect these factors to remain in 2024. Looking further ahead, we believe that the Maritime Services market will continue to grow, supported by a growing world economy. With global networks, strong brands built over many years, and a long history of innovation and market adaptation, Wilhelmsen is in a good position to service this market. PAGE 22 ALLOCATION OF PROFIT, DIVIDEND, AND SHARE BUYBACKS 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 2,283,539 1,664,828 441,937 176,775 2,283,539 The board is proposing a NOK 10.00 dividend per share payable during the second quarter of 2024, representing a total payment of NOK 442 million. The board also proposes that the Annual General Meeting authorises the board to distribute additional dividend of up to NOK 8.00 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 2024, but no longer than until 30 June 2024. The company presently owns 386,300 own shares split on 286,300 A-shares and 100,000 B-shares. OUTLOOK Group business drivers and strategic focus Wilhelmsen is a comprehensive global maritime group. 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 vision is “shaping the maritime industry”. The group’s strategic direction remains firm. • Wilhelmsen will continue to create value through leveraging our strong positions in the maritime industry to seek growth. • Our focus is on maritime services, shipping, infrastructure, logistics and sustainable products and solutions. • We will create profitable and sustainable operations through active ownership and strong governance. • We will leverage our customer relationships, people and expertise, and the world’s largest maritime network. 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 predominantly positive global shipping market, with income also lifted by bolt-on acquisitions and inflationary impact. 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. Supply risk following the Russian invasion of Ukraine continues to put 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. 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 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 favourable supply-demand balance in global ro-ro shipping has lifted the earnings and dividend capacity of our strategic holdings. We expect this situation to remain in 2024. Long term, 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 and geopolitical tension, the group retains its capacity to support and grow the portfolio, and to deliver consistent yearly dividends. Lysaker, 20 March 2024 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) Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 23 Wilh. Wilhelmsen Holding ASA group Income statement Comprehensive income Balance sheet Cash flow statement Equity General accounting principle Notes Page 25 Page 25 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Accounts and notes – Group Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 24 Investments Securing a natural fit in relevant value chains remains the key priority for the Wilhelmsen group. That means sticking to ocean and maritime- related investments, where the group can have the most impact through leveraging our experience and skills. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Income statement Wilh.Wilhelmsen Holding group USD mill Operating revenue Other income Total income Operating expenses Cost of goods and change in inventory Employee benefits Other expenses Depreciation, amortisation and impairment Total operating expenses Operating profit Share of profit 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 year Of which: Profit attributable to the equity holders of the company Profit attributable to non-controlling interests PAGE 25 Note 2023 2022* 1/3/19 1 027 1 15 6 1/19 7/8 4 14 1 1 9 943 15 958 (313) (341) (151) (69) (875) 1 1 029 (340) (387) (153) (59) (940) 88 83 431 397 11 39 (54) 515 (27) 487 466 21 (5) 19 (55) 440 (13) 427 400 27 Basic / diluted earnings per share (USD) 10 10.52 8.98 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 2023 2022* 487 427 18 11 5 (15) (1) (11) 476 457 19 476 4 6 (99) 1 (88) 339 326 13 339 * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Balance sheet Wilh.Wilhelmsen Holding group USD mill ASSETS Non current assets Deferred tax assets 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 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 PAGE 26 Note 31.12.2023 31.12.2022* 9 7 7 8 4 14/18 12 15 16/18 12/18 17 11 9 17/18 8/17 9 17/18 8/17 12 51 132 623 112 61 129 623 102 2 247 1 962 87 42 75 28 3 294 2 981 121 124 342 224 811 114 104 349 163 730 4 105 3 711 118 2 585 2 702 155 2 857 23 12 456 101 11 603 10 18 27 24 567 645 4 105 118 2 160 2 278 160 2 438 21 17 473 93 11 615 10 13 65 23 547 658 3 711 * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. Lysaker, 20 March 2024 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed: Carl E Steen Trond Westlie Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Thomas Wilhelmsen (group CEO) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cash flow statement Wilh.Wilhelmsen Holding group USD mill Note 2023 2022* PAGE 27 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, joint ventures and associates Loans granted to joint ventures and associates Dividend received from and proceeds from sale of financial investments Purchase of current financial investments Interest received 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 Cash from/(to) financial derivatives Purchase of non-controlling interests (Investment)/disposal own shares 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 4 14 1 7/8 1 4 7 4/5 1 8 1/8 515 (431) (11) 15 59 (1) 1 (7) 75 (21) 194 170 2 (43) (50) (11) 41 (53) 8 63 84 (157) (28) (33) (4) (2) (11) (46) 440 (397) 5 36 69 (15) (2) (21) (32) (17) 64 50 27 (49) (55) (1) 53 (22) 4 6 310 (292) (28) (27) (3) (53) (4) (42) (196) (138) 61 163 224 (68) 231 163 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. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 28 Equity Wilh.Wilhelmsen Holding group CONSOLIDATED STATEMENT OF CHANGES IN EQUITY USD mill Share capital Own shares Retained earnings Total Non-controlling interests Total equity Balance at 31.12.2022 118 2 160 2 278 160 2 438 Comprehensive income for the period: Profit for the period Other comprehensive income Total comprehensive income for the period Transactions with owners: Change in non-controlling interests Net purchase of own shares* Paid dividend to shareholders Balance at 31.12.2023 466 (9) 457 19 (10) (41) 466 (9) 457 19 (10) (41) 2 585 2 702 21 (2) 19 (19) (5) 155 487 (11) 476 (11) (46) 2 857 (1) (1) 118 * Wilh. Wilhelmsen Holding ASA held 386 300 own shares 31 December 2023. USD mill Share capital Own shares Retained earnings Total Non-controlling interests Total equity Balance at 31.12.2021 as reported Effect of restatement, see note 21 Balance 01.01.2022 restated Comprehensive income for the period: Profit for the period Other comprehensive income Total comprehensive income for the period Transactions with owners: Change in non-controlling interests Purchase of own shares Treasure ASA* Paid dividend to shareholders Balance at 31.12.2022 118 118 118 * Treasure ASA held 2 594 566 own shares 31 December 2022. 1 891 (20) 1 871 400 (74) 326 (4) (33) 2 160 2 009 (20) 1 989 400 (74) 326 (4) (33) 2 278 221 (7) 214 27 (14) 13 (57) (9) 160 2 230 (27) 2 203 427 (88) 339 (57) (4) (42) 2 438 Dividend for fiscal year 2022 was NOK 10.00 per share and was paid in May 2023 (NOK 6.00 per share) and in November 2023 (NOK 4.00 per share). general meeting on 2 May 2024. The proposed dividend is not accrued in the year- end balance sheet. Dividend for fiscal year 2021 was NOK 7.00 per share and was paid in May 2022 (NOK 4.00 per share) and in November 2022 (NOK 3.00 per share). The dividend will have effect on retained earnings in second quarter of 2024. The proposed dividend for fiscal year 2023 is NOK 10.00 per share payable in the second quarter of 2024. A decision on the proposal will be taken by the annual Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 29 General accounting policies Wilh. Wilhelmsen Holding group GENERAL INFORMATION Wilh. Wilhelmsen Holding ASA (referred to as the parent company) is domiciled in Norway. The consolidated accounts for fiscal year 2023 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 20 March 2024. BASIS OF PREPARATION Compliance with IFRS The consolidated accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS®) accounting standards, as adopted 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 7 February 2022. 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) • Right-of-use assets and lease liabilities (Note 8) • Loss allowance on accounts receivable (Note 13) • Provisions and other non-current liabilities (Note 12) Accounting principles applied, estimates and assumptions used by management are presented in the respective notes. 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. The following items are assessed to be most affected by climate related considerations: • Tangible assets and Goodwill (Note 7) • Right-of-use assets and lease liabilities (Note 8) • Contingencies (Note 22) • Financial risk (interest bearing debt, note 18) For consolidated accounts for fiscal year 2023, 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Note 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 income Investment management Interest income Dividend from financial assets Gain on sale of financial investments Other financial items Net financial income 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) PAGE 30 Note 2023 2022 2/3 2/3 2/3 2/3 2/3 19 8 19 8 477 155 87 290 19 1 027 1 1 (14) (36) (31) (12) (3) (12) (46) 394 136 68 333 12 943 15 15 (14) (36) (28) (8) (3) (14) (48) (153) (151) 15 8 3 1 2 29 (33) (5) (4) (43) (2) (6) (3) 10 (1) 4 5 9 (4) (22) (6) (4) (35) 10 (8) (3) (9) (9) Financial income/(expenses) (15) (36) Spesification of financial income and expenses Net financial income Net currency - income Net currency derivatives - income Financial income Net financial expenses Net currency - expenses Net currency derivatives - expenses Financial expenses See note 18 on financial risk and the section of the accounting policies concerning financial derivatives. 29 10 39 (43) (8) (3) (54) 9 10 19 (35) (8) (11) (55) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 31 Note 2 Segment reporting FINANCIAL REPORTING PRINCIPLES The operating segments are reported in a manner consistent with the internal financial reporting provided to the chief operating decision-makers. The chief operating decision-makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the board and group management team, consisting of the group chief executive officer (group CEO) and four executive managers. SEGMENTS The chief operating decision-makers monitor the business by combining entities with similar operational characteristics such as product, services, market and underlying asset base, into operating segments. The 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 241 offices in 57 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 like operational management, legal, finance, portfolio management, communication and human relations which fail to meet the definition for other core activities. The group’s investments in Wallenius Wilhelmsen ASA (WAWI) and Hyundai Glovis Co., Ltd. are 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 statements 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 2023 is as follows: Maritime Services New Energy Strategic Holdings and Investments Eliminations Total 2023 2022 2023 2022 2023 2022* 2023 2022 2023 2022* USD mill 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 732 1 732 (266) (259) (102) 105 (28) 77 628 628 (225) (215) (93) 94 (37) 57 Share of profit from associates 7 7 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 (19) 65 (20) 45 (2) 42 (20) 44 (16) 28 (1) 27 290 1 291 (73) (117) (51) 51 (28) 23 10 4 (22) 14 (2) 12 (1) 12 310 23 333 (87) (111) (60) 75 (28) 46 8 2 (16) 40 (2) 38 (7) 31 16 15 (1) (12) (9) (7) (4) (12) 414 7 64 473 (5) 468 (18) 449 17 (7) 10 (1) (15) (9) (16) (4) (20) 382 (6) 356 4 361 (19) 342 (11) (12) 1 027 1 (10) (12) 1 029 12 (340) (387) (153) 147 (59) 88 431 11 (15) 515 (27) 487 (21) 466 8 (1) 1 (0) (37) (37) (37) (37) 943 15 958 (313) (341) (151) 153 (69) 83 397 (5) (36) 440 (13) 427 (27) 400 New Energy; one customer represents about 20% of the total revenue. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. 2023: Total income USD mill 2023: Profit before tax USD mill 2022: Total income USD mill 2022: Profit before tax USD mill 15 291 473 10 333 356 732 65 14 628 44 40 Maritime Services Maritime Services New Energy New Energy Strategic Holdings and Investments Strategic Holdings and Investments Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 2 Segment reporting The amounts provided to the chief operating decision-makers with respect to total assets, liabilities and equity are measured in the same way as in the financial statements. USD mill Maritime Services New Energy Strategic Holdings and Investments Eliminations Total 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022* 31.12.2023 31.12.2022 31.12.2023 31.12.2022* PAGE 32 BALANCE SHEET ASSETS Non current assets Deferred tax assets 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 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 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 40 125 168 36 30 8 408 45 122 155 36 26 8 392 121 114 261 144 526 933 177 2 179 15 11 174 28 6 233 8 10 12 492 522 933 264 131 509 901 158 (2) 156 14 14 188 28 5 249 8 7 11 470 496 901 1 6 439 61 204 5 38 754 6 452 49 171 4 27 10 1 16 24 16 1 16 27 2 012 1 766 82 71 3 708 2 146 1 899 (10) (9) (5) (14) (9) (19) 76 21 98 80 8 88 124 17 59 200 104 14 24 143 852 797 2 346 2 042 (11) (10) (11) (26) (10) (29) 382 5 388 1 279 61 5 346 7 27 9 73 117 852 337 3 340 2 142 1 783 148 160 2 291 1 942 7 8 22 37 1 1 4 13 18 7 4 25 9 45 1 30 3 21 55 2 346 2 042 281 48 9 339 1 5 35 10 67 117 797 (5) (9) (14) (1) (11) (12) (26) 2 (9) (12) (18) (1) (10) (11) (29) 51 132 623 112 61 129 623 102 2 247 1 962 87 42 75 28 3 294 2 981 121 124 342 224 811 114 104 349 163 730 4 105 3 711 2 702 2 278 155 160 2 857 2 438 23 12 456 101 11 603 10 18 27 24 567 645 21 17 473 93 11 615 10 13 65 23 547 658 4 105 3 711 Investments in tangible assets 20 17 18 160 1 1 40 178 * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. Maritime Services New Energy Strategic Holdings and Investments 31.12.2023: Equity controlling interest 31.12.2022: Equity controlling interest 7% 14% 7% 15% 79% 78% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 33 Cont. note 2 Segment reporting The amounts provided to the chief operating decision-makers with respect to cash flows are measured in a manner consistent with that of the balance sheet. USD mill CASH FLOW Profit before tax Changes in fair value financial assets Share of (profit)/loss from joint ventures and associates Net financial (income)/expenses Depreciation, amortisation and impairment Change in working capital Other (gain)/loss Net cash provided by operating activities Dividend received from joint ventures and associates Net sale/(investments) in fixed assets Net sale/(investments) in entities and segments 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 Maritime Services New Energy Strategic Holdings and Investments 2023 2022 2023 2022 2023 2022* 65 (7) 19 28 1 (1) 105 7 (20) (10) 2 (21) (29) (15) (27) (70) 13 131 144 44 (7) 20 37 (63) 31 5 (10) (4) 2 (7) (22) (12) (33) (67) (43) 174 130 14 (4) (10) 22 28 5 (1) 55 11 (19) 2 3 (3) (20) (19) (39) 12 9 21 39 (8) 16 28 (7) (23) 45 8 (2) (50) (5) (48) 13 (15) 7 5 1 7 8 473 (7) (414) (64) 4 (13) (21) 169 (2) (5) 162 (34) (5) (67) (107) 34 25 59 356 5 (382) 1 4 (8) 7 (16) 37 (1) (1) 25 59 6 (3) (73) (69) (26) 50 24 * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. 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. Total income and total assets attributed to Norway as the group companies’ country of domicile 2023 Total income 2022 Total income 3% 4% 32% 55% 30% 57% 10% 10% 2023 Total assets 2022Total assets 2% 26% 1% 1% 24% 1% 71% 74% USD mill 2023 2022 2023 Investment in tangible assets 2022 Investment in tangible assets Total income attributed to Norway Total assets attributed to Norway 313 2 544 344 3 031 30% 1% 33% 2% 2% 2% 67% 63% Europe Americas Asia & Africa Oceania Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 34 Note 3 Revenue from contracts with customers FINANCIAL REPORTING PRINCIPLES Revenue derived from customer contracts in scope of IFRS 15 Revenue from contracts with customers are assessed using the five-step model, where only customer contracts with a firm commitment is used as basis for revenue recognition. USD mill Maritime Services New Energy Strategic Holdings and Invest- ments Group elimination Total Revenue Segments 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 Ships Service Port Services Ship Manage- ment Other/ elimination Infra- structure Technology & Decarbon- isation Other/ elimination 477 477 477 477 394 394 394 394 155 155 155 155 136 136 136 136 87 87 87 87 68 68 68 68 14 14 10 4 14 29 29 26 3 29 283 283 283 283 270 270 270 270 2 2 2 2 3 3 3 3 5 5 5 5 37 37 37 37 16 16 16 16 17 17 17 17 2023 1 027 1 027 494 533 (11) (11) (11) (11) 1 027 2022 943 943 428 516 943 (12) (12) (12) (12) MARITIME SERVICES Ships service - 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. Technology & decarbonisation 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. 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 35 Note 4 Investments in joint ventures and associates FINANCIAL REPORTING PRINCIPLES Interests in joint ventures and associates are accounted for using the equity method after initially being recognised at cost in the consolidated balance sheet. The carrying amount of equity-accounted investments is tested for impairment when impairment indicators are present. 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. 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. 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. 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 New Energy Coast Center Base AS KS Coast Center Base CCB Energy Holding AS Elevon AS SørSea AS Polar Lift AS Massterly AS Topeka MPC Maritime AS Maritime Services Wilhelmsen Ahrenkiel group Business office country 2023 2022 Voting share/ownership Norway Norway Norway Norway Norway Norway Norway Norway Germany 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% 50.0% 50.0% 50.0% 50.0% 50.0% Coast Center Base AS is a joint venture between NorSea Group and Bernh. Larsen Holding AS and was established in 1998. It delivers services related to logistics, quay, project and maintenance to the offshore industry in addition to maritime industry. 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. KS Coast Center Base 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. There are no other contingent liabilities relating to the group’s interest in the joint ventures. 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 neutral solutions. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 4 Investments in joint ventures and associates USD mill 2023 2022 Summarised financial information - according to the group's ownership PAGE 36 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 Book value Excess value (goodwill) Investments in joint ventures 80 (65) (5) (1) (1) 7 41 59 100 111 (93) (6) (2) (2) 8 43 60 104 USD mill 2023 2022 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 01.01 Share of profit for the period Dividend Acquisitions Disposals Other comprehensive income Share of equity at 31.12 Share of non current liabilities Share of current liabilities Total share of liabilities 85 37 4 126 43 7 (10) 1 (1) 41 53 33 85 87 33 6 126 68 8 (5) (21) (7) 43 46 37 83 Total share of equity and liabilities 126 126 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 4 Investments in joint ventures and associates Set out below are the summarised financial information on a 100% basis for Coast Center Base (CCB), which in the opinion of the directors is a material joint venture to the group. Joint ventures not considered to be material, are defined under “other” (on a 100% basis). PAGE 37 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 Cash and cash equivalents Other current assets Total assets Non current liabilities Current liabilities Total liabilities Net assets CCB Other 2023 2022 2023 2022 140 (123) 16 (3) 13 (2) 11 11 9 194 (175) 20 (3) 16 (3) 14 14 4 23 (23) 4 3 3 (2) 1 1 27 (22) 5 5 (1) 5 5 1 CCB Other 31.12.2023 31.12.2022 31.12.2023 31.12.2022 159 72 231 102 61 163 165 4 58 227 88 62 150 68 77 10 (13) 6 3 (13) 3 (10) 13 7 6 5 17 3 5 8 9 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 01.01 Acquisition net assets Disposals of joint ventures* Profit for the period Other comprehensive income Dividend to shareholders Closing net assets 31.12 The group's share Goodwill / excess value Carrying value 31.12 CCB Other 2023 2022 2023 2022 77 81 11 (2) (19) 68 34 51 85 14 (9) (8) 77 39 53 91 9 3 3 1 (2) 13 6 8 14 63 1 (42) 5 (12) (6) 9 5 8 13 * 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 4 Investments in joint ventures and associates INVESTMENTS IN ASSOCIATED COMPANIES Strategic Holdings and Investments Wallenius Wilhelmsen ASA (WAWI) Hyundai Glovis Co., Ltd. (Hyundai Glovis) * Maritime Services Diana Wilhelmsen Management Limited Barklav (Hong Kong) Limited BWW LPG Limited Wilhelmsen-Smith Bell Manning, Inc Denholm Port Services Limited Triangle Shipping Agencies LLC Barwil Abu Dhabi Ruweis LLC Wilhelmsen WPS Dubai Port Services LLC Wilhelmsen Port Services LLC - Fujairah Almoayed Wilhelmsen (Ltd) W.L.L Wilhelmsen Huayang Port Services (Shanghai) Co. Ltd. Wilhelmsen Huayang Ships Service (Beijing) Co., Ltd. Barwil Arabia Shipping Agencies SAE Wilhelmsen Port Service Georgia LLC Wilhelmsen Hyopwoon Port Services Ltd Alghanim Wilhelmsen Shipping Co.W.L.L Diize B.V. Wilhelmsen-Smith Bell Shipping, Inc. Wilhelmsen-Smith Bell (Subic), Inc. Perez Torres Portugal Lda Pelagus 3D Pte Ltd Wilhelmsen Sunnytrans Co., Ltd New Energy Eldøyane Holding AS / Eldøyane Næringspark AS Konciv AS Hammerfest Næringsinvest AS Strandparken Holding AS Dusavik Utvikling AS Risavika Eiendom AS Love Miljøbase AS CCB Subsea AS Polar Algae AS WindWorks Jelsa AS Energy Innovation Holding AS AM North AS RTN AS Nordlys.Studio AS Topeka Hagland Greenbulk AS Reach Subsea ASA Edda Wind ASA Country Norway Republic of Korea Cyprus Hong Kong Hong Kong Philippines United Kingdom United Arab Emirates United Arab Emirates United Arab Emirates United Arab Emirates Bahrain China China Egypt Georgia Republic of Korea Kuwait Netherlands Philippines Philippines Portugal Singapore Vietnam Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway PAGE 38 2023 2022 Voting share/ownership 37.9% 11.0% 50.0% 50.0% 49.0% 50.0% 40.0% 50.0% 50.0% 50.0% 42.5% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 49.0% 50.0% 49.0% 50.0% 50.0% 50.0% 50.0% 50.0% 43.1% 32.2% 33.1% 33.5% 42.0% 33.3% 42.5% 52.0% 38.5% 50.0% 33.3% 50.0% 46.0% 50.0% 19.2% 25.4% 37.9% 11.0% 50.0% 50.0% 49.0% 50.0% 40.0% 50.0% 50.0% 50.0% 42.5% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 49.0% 50.0% 49.0% 50.0% 50.0% 50.0% 50.0% 38.0% 47.5% 32.2% 33.1% 33.5% 42.0% 33.3% 42.5% 46.8% 33.3% 50.0% 33.3% 50.0% 46.0% 50.0% 20.5% 25.7% * The group has changed the classification to consider the investment in Hyundai Glovis Co., Ltd as an associated company, see note 21. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 4 Investments in joint ventures and associates USD mill Share of profit/(loss) from associates WAWI Hyundai Glovis Associates Maritime Services Reach Subsea Edda Wind Other associates New Energy Share of profit from associates Book value of material associates WAWI Hyundai Glovis Reach Subsea Edda Wind Specification of share of equity and profit/loss: Share of equity 01.01 Share of profit for the year Capital increase in / acquisition of associates in Maritime Services Capital increase in / acquisition of associates in New Energy Dividend Other comprehensive income Share of equity 31.12 PAGE 39 2023 2022 324 89 5 5 1 (1) 281 102 6 2 (1) 424 390 1 337 675 23 84 1 858 424 4 35 (160) (14) 2 147 1 146 620 17 52 1 519 389 18 (41) (25) 1 858 There are no contingent liabilities relating to the group’s interest in the associates. The group holds a 37.9% share in listed company Wallenius Wilhelmsen (WAWI), headquartered at Lysaker, Norway. WAWI is a market leader in RoRo shipping and vechile logistics, managing the distrubution of cars, trucks, rolling equipment and breakbulk to customers all over the world. WAWI controls more than 125 vessels and servicing 15 trade routes to six continents, together with a global inland distribution network, more than 120 in-land processing centres, and 9 marine terminals. The group holds a 11.0% share in Hyundai Glovis, a logistics company headquartered in Seoul, Republic of Korea, listed on the Korean Stock Exchange. Hyundai Glovis’ principal activity is logistics and distribution services. The company provides overseas logistics services, including vehicle export logistics, air freight forwarding, ocean freight forwarding and international express service. Hyundai Glovis also has a growing shipping segment with its own fleet of car carriers and bulk carriers. The group holds a 19.2 % ownership in the listed company Reach Subsea ASA. During the year the group did a capital increase of USD 8 mill. 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. The group holds a 25.4 % ownership in the listed comapny Edda Wind ASA. During the year the group did a capital increasse of USD 28 mill. 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 and Hyundai Glovis, which, in the opinion of the directors, are the material associates to the group. Associates not considered to be material are 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 for the period Non-controlling interests Profit after non-controlling interests Other comprehensive income Total comprehensive income (shareholder's equity) WWH share of dividend from associates WAWI Hyundai Glovis Other 2023 2022 2023 2022 2023 2022 5 149 (3 924) 1 225 (189) 1 035 (68) 967 (121) 846 (1) 845 136 5 045 (4 114) 931 (102) 829 (35) 794 (116) 678 (1) 678 19 634 (18 364) 1 270 (166) 1 104 (293) 811 (2) 809 11 820 20 894 (19 501) 1 393 (156) 1 237 (313) 924 (2) 921 13 934 24 19 13 302 (252) 50 (3) 47 (8) 39 39 39 5 207 (174) 33 34 (5) 29 29 (4) 25 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 4 Investments in joint ventures and associates PAGE 40 USD mill SUMMARISED BALANCE SHEET Non current assets Other current assets Cash and cash equivalents Total assets Non current liabilities Current liabilities Non-controlling interests Total liabilities WAWI Hyundai Glovis Other 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 5 951 985 1 705 8 642 3 163 1 423 413 4 998 6 242 936 1 216 8 394 3 659 1 226 355 5 241 4 596 4 806 1 966 4 540 4 879 1 642 743 123 136 11 368 11 061 1 003 1 909 3 460 11 5 381 2 116 3 462 11 5 588 423 199 623 380 351 107 133 591 154 147 301 290 Net assets 3 644 3 153 5 987 5 472 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 Net asset at 01.01 Profit for the period Net assets of acquired associates/capital increase Convertion KRW to USD and EUR to USD Other comprehensive income Transactions with non controlling interests Dividend Net assets at 31.12 WWH share Goodwill and other intangible assets Currency Fair value adjustment vessels and goodwill * Carrying value at 31.12 WAWI Hyundai Glovis Other 2023 2022 2023 2022 2023 2022 3 153 846 (1) 5 (359) 3 644 2 539 679 (2) (63) 3 153 1 380 1 194 (1) (43) 1 337 (1) (48) 1 146 5 472 809 (143) 11 2 (164) 5 987 659 17 4 882 924 (236) 13 (110) 5 472 602 18 675 620 290 39 132 (59) (4) (18) 380 135 8 (9) 135 239 7 57 (4) (4) (5) 290 91 7 (6) 93 * 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 2023 was USD 1 408 million (2022: USD 1 575 million). WAWI is a separately listed company on Oslo Børs. The market capitalisation of its shares at year end is 5% higher (2022: 38% 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. The group market value of the investment in Hyundai Glovis at 31 December 2023 was USD 610 million (2022: USD 538 million). The shares have historically traded at or below a market capitalization to book value of equity ratio of 1 without this indicating a significant decline of the asset’s value. Value in use calculations prepared by management of Hyundai Glovis indicate that the recoverable amount is higher than the Hyundai Glovis’ carrying amount for key assets. The higher underlying value of the share is supported by external market analysts. Based on this, the recoverable amount attributable to the shares in Hyundai Glovis is assessed to be higher than the group’s carrying amount. USD mill RECONCILIATION OF THE GROUP’S INCOME STATEMENT AND BALANCE SHEET Share of profit from joint ventures Share of profit from associates Share of profit from joint ventures and associates Share of equity from joint ventures including net excess value Share of equity from associates including net excess value Share of equity from joint ventures and associates including net excess value 2023 2022 7 424 431 100 2 147 2 247 8 390 397 104 1 859 1 962 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 41 Note 5 Principal subsidiaries Business office country Nature of business Proportion of ordinary shares directly held by parent (%) Proportion of ordinary shares held by the group (%) Maritime Services Wilhelmsen Maritime Services AS Wilhelmsen Ships Service AS Wilhelmsen Port Services AS Wilhelmsen Ship Management Holding AS Wilhelmsen Chemicals AS New Energy Norway Norway Norway Norway Norway Maritime services 100.00% Maritime products and services Port services Ship management Manufactoring Wilhelmsen New Energy AS Norway New energy investments 100.00% NorSea Group AS Norway Infrastructure and supply services Strategic Holdings and Investments Treasure ASA Wilh. Wilhelmsen Holding Invest Malta Ltd Norway Malta Investment Investment 78.68% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 98.96% 78.68% 100.00% The group’s principal subsidiaries at 31 December 2023 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 2023 the group acquired the subsidiary Navadan A/S through business combination, reported under the Maritime Services segment. The investment cost, net after cash in new subsidaries was USD 11 million. During 2022 the group acquired the subsidiaries Strømme AS and Vopak Agencies B.V through business combinations, both reported under the Maritime Services segment. The group 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 principal subsidiary. The investment cost, net after cash in new subsidiaries was USD 37 million. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 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. PAGE 42 USD mill Payroll Payroll tax Pension cost Other remuneration Total employee benefits Number of employees: Group companies in Norway Group companies abroad Seagoing personnel Ship Management Total employees Average number of employees EXPENSED AUDIT FEE USD mill Statutory audit Tax advisory fee Other assurance services Total expensed audit fee The fees above cover the group expenses to all external auditors and tax advisors. Note 2023 2022 11 (278) (36) (23) (50) (387) (247) (30) (18) (47) (341) 2023 2022 1 217 4 099 11 340 16 656 1 121 3 910 10 868 15 899 16 278 15 682 2023 2022 (2) (1) (3) (3) (1) (4) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 7 Tangible and intangible assets FINANCIAL REPORTING PRINCIPLES The group uses the cost method for property, plant and equipment. Tangible assets are depreciated over the following expected useful lives: PAGE 43 10-50 years 25 years 3-10 years Properties: Vessels: Other tangible assets: TANGIBLE ASSETS USD mill 2023 Cost at 01.01 Acquisition Business combinations Reclass/disposal Currency translation differences Cost at 31.12 Accumulated depreciation and impairment at 01.01 Depreciation/amortisation Reclass/disposal Impairment Currency translation differences Accumulated depreciation and impairment at 31.12 Carrying amounts at 31.12 2022 Cost at 01.01 Acquisition Business combinations Reclass/disposal Currency translation differences Cost at 31.12 Accumulated depreciation and impairment at 01.01 Depreciation/amortisation Reclass/disposal Currency translation differences Accumulated depreciation and impairment at 31.12 Carrying amounts at 31.12 Economic lifetime Depreciation schedule Properties Vessels Other tangible assets Total tangible assets 692 16 3 33 (14) 730 (206) (18) (36) (1) 3 (258) 472 601 23 140 (73) 692 (207) (19) (1) 22 (206) 486 226 23 (7) 1 243 (89) (11) 7 1 (92) 151 229 23 (16) (10) 226 (93) (9) 5 8 (89) 137 918 40 3 26 (13) 973 (295) (29) (29) (1) 4 (350) 623 866 46 140 (49) (86) 918 (323) (29) 26 32 (295) 623 35 (33) (3) (23) (1) 22 2 10-50 years Linear 25 years Linear 3-10 years Linear Climate related considerations Physical climate risk such as changes to weather patterns and severity of rain, flooding, wind and other climate related events are taken into consideration when assessing the useful life of assets. The group has not identified material assets to have significantly shorter life due to climate related risks. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 7 Tangible and intangible assets FINANCIAL REPORTING PRINCIPLES The group uses the cost method for intangible assets. 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 PAGE 44 INTANGIBLE ASSETS USD mill 2023 Cost 01.01 Acquisition Business combinations Reclass/disposal Currency translation differences Cost at 31.12 Accumulated amortisation and impairment 01.01 Amortisation/impairment Reclass/disposal Currency translation differences Accumulated amortisation and impairment 31.12 Carrying amounts 31.12 Goodwill Software and licences Other intangible assets Total intangible assets 112 17 (1) (2) 126 (24) 3 (22) 104 37 3 (4) (1) 35 (29) (4) 5 (28) 7 52 (8) 2 46 (19) (3) (4) (26) 20 The group recognised goodwill of USD 17 million in 2023. USD 9 million was recognised from the acquisition of Navadan and USD 8 million was reclassified from other intangible asset to goodwill related to the acquisition of Vopak in December 2022. 2022 Cost 01.01 Acquisition Business combinations Currency translation differences Cost at 31.12 Accumulated amortisation and impairment 01.01 Business combinations Amortisation/impairment Currency translation differences Accumulated amortisation and impairment 31.12 Carrying amounts 31.12 123 1 (11) 112 (13) (13) 1 (24) 88 36 3 2 (3) 37 (26) (2) (4) 2 (29) 8 34 1 21 (4) 52 (19) (2) 2 (19) 33 201 3 10 (3) (3) 207 (73) (8) 4 1 (75) 132 193 3 23 (18) 201 (57) (2) (19) 5 (73) 129 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 45 Cont. note 7 Tangible and intangible assets Impairment testing of goodwill Goodwill is mainly related to the Maritime Services segment (USD 102 million). The goodwill figures are originally calculated in NOK and USD (2022: 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 various business areas. As of 31 December 2023 management has performed impairment testing for the group’s recognised goodwill. Based on the tests performed, no impairment was recognised in 2023 (2022: USD 13 million). When performing the goodwill impairment test, recoverable amount is calculated using estimated fair value less cost of disposal. In calculating the fair value less cost of disposal, the group considers relevant information generated by market transactions involving similar group of assets, including qualitative and quantitative information. Risks factors related to climate and environmental changes as well as regulatory changes responding to such changes are included in the assessment of the recoverable amount. Such factors are assessed in the same way as other uncertain input factors, impacting cash flow estimates used for the tests. 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 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 2023 2022 10.13 7.5 1-4% 4-7% 3-5% 3-5% 9.84 7.5 1-4% 4-7% 3-5% 3-5% The values assigned to the key assumptions represent management’s assessment of future trends in the maritime industry and are based on both external sources and internal sources. No reasonable 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 31 December 2023. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 46 Note 8 Right-of-use assets and lease liabilities FINANCIAL REPORTING PRINCIPLES Identifying a lease At the inception of a contract, the group assesses whether the contract is, or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. 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 expects to exercise this option. For lease contracts containing a non-lease component, the non-lease component is separated and expensed in the income statement based on the relative stand-alone price. 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. The group does 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. Measuring the right-of-use asset The right-of-use asset is initially measured at cost. Subsequent measurements of right-of-use assets follow the same principles as for other non-financial assets, 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 8 Right-of-use assets and lease liabilities RIGHT-OF-USE ASSETS The group leases several assets such as buildings, land, machinery, equipment and vehicles. The group’s right-of-use assets are categorised and presented in the table below: PAGE 47 USD mill 2023 Cost at 01.01 Additions including remeasurements Reclass/disposal Change of estimates Cost at 31.12 Accumulated depreciation and impairment at 01.01 Depreciation Reclass/disposal Change of estimates Accumulated depreciation and impairment at 31.12 Carrying amount of right-of-use assets at 31.12 USD mill 2022 Cost at 01.01 Additions including remeasurements 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 Lower of remaining lease term or economic life Depreciation method Properties and land Machinery, equipment and vehicles 134 28 (7) 5 160 (40) (18) 3 (5) (60) 100 15 8 (4) 19 (6) (3) 3 (7) 12 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 5-12 years Linear 3-8 years Linear Total 149 36 (12) 5 179 (47) (21) 6 (5) (66) 112 Total 214 42 (89) (18) 149 (59) (20) 28 5 (47) 102 Climate related considerations Physical climate risk such as changes to weather patterns and severity of rain, flooding, wind and other climate related events are taken into consideration when assessing the remaining lease term and termination options related to right-of-use assets. The group has not identified material right-of-use assets where reduction in lease term or termination is deemed relevant due to climate related risks. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 8 Right-of-use assets and lease liabilities Lease liabilities USD mill Undiscounted lease liabilities and maturity of cash outflows Less than 1 year 1-2 years 2-3 years 3-4 years 4-5 years More than 5 years PAGE 48 2023 2022 (30) (24) (20) (13) (11) (81) (25) (21) (16) (12) (8) (45) Total undiscounted lease liabilities at 31.12 (179) (128) USD mill 2023 2022 Summary of the lease liabilities in the financial statements Total lease liabilities 01.01 Lease liabilities recognised in the year Lease liabilities derecognised in the year Cash payments for the principal portion of the lease liability Interest expense on lease liabilities 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. 116 36 (5) (28) 5 1 125 24 101 125 169 42 (61) (28) 6 (16) 4 116 23 93 116 USD mill 2023 2022 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 (8) (2) (2) (12) (9) (2) (2) (14) 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 2023 (2022: USD 0 million) 99 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 include 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. Extension options: The group’s lease of buildings and land have lease terms that varies from 5 years to Subleases: The group has subleased an immaterial part of its redundant office buildings, classified as an operating lease. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 49 Note 9 Tax FINANCIAL REPORTING PRINCIPLES 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. 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 tax / deferred tax asset: Deferred tax is calculated using the liability method on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred 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. Withholding tax: Withholding tax and any related tax credits are generally recognised in the period they are incurred. OECD Pillar Two model rules The Pillar two model rules, issued by OECD as part of their BEPS project, come into effect from 1 January 2024. On 20 December 2023, the Norwegian parliament approved the legislation, defining the framework for Norwegian ultimate parent entities. The group has assessed the implications of the new legislation, with the resulting estimated financial impact on the group’s income tax being immaterial. Effective from 23 May 2023, the International Accounting Standard Board (the IASB) issued an amendment to IAS 12, with the amendment including a mandatory temporary exemption to the accounting for deferred tax arising from the jurisdictional implementation of the Pillar Two model rules. The group has implemented the mandatory temporary exemption, effective from 1 January 2023. Ordinary taxation The ordinary rate of corporation tax in Norway is 22% of net profit for 2023 (2022: 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 domiciled outside 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% (2022: 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. When dividends are paid, local withholding taxes may be applicable. This generally applies to dividends paid by companies domiciled outside the EEA. USD mill 2023 2022 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 from joint ventures and associates Reversal impairment deferred tax asset Withholding tax and payable tax previous year Calculated tax income/(expense) for the group (5) (17) (4) (27) 515 (113) (11) 7 95 (5) (27) (10) (16) 12 (13) 440 (97) (4) 87 7 (7) (13) Effective tax rate for the group 5.3% 3.0% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 9 Tax USD mill 2023 2022 PAGE 50 Net deferred tax assets Net deferred tax assets at 01.01 Charged through income statement Charged directly to equity Currency translation differences 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 44 (4) (1) (2) 2 40 51 (12) 40 53 12 (1) (7) (14) 44 61 (17) 44 USD mill Other Fixed assets Total Deferred tax liabilities At 01.01.2023 Charged through income statement Currency translation differences Acquistion / disposal Deferred tax liabilities at 31.12.2023 At 01.01.2022 Charged through income statement Charged directly to equity Currency translations Acquistion / disposal Deferred tax liabilities at 31.12.2022 (7) (4) (11) (7) (8) 2 2 (11) (4) 5 3 (11) (7) (7) (15) (2) 2 (22) (4) 5 3 (11) (7) USD mill Non current assets and liabilities Current assets and liabilities Tax losses carried forward Current assets and liabilities Tax losses carried forward Deferred tax assets At 01.01.2023 Charged through income statement Charged directly to equity Currency translations Deferred tax assets at 31.12.2023 Deferred tax assets At 01.01.2022 Charged through income statement Charged directly to equity Currency translations Acquistion / disposal Deferred tax assets at 31.12.2022 3 4 4 2 (1) (2) 3 (4) 15 (1) 1 11 4 (5) (3) (4) 56 (5) (1) 51 45 13 (3) 56 (4) (4) 4 (3) (2) (3) (4) 51 10 (1) 1 62 57 8 (1) (10) (3) 51 The majority of tax loss carry forward is related to entities in Norway and the United States, without expiration of the tax loss carry forward. Through the acquisition of the external shares in Norsea group, the group reversed the impairment of deferred tax assets in 2022. 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 51 Note 10 Earnings per share FINANCIAL REPORTING PRINCIPLES The calculation of basic and diluted earnings per share is based on the income attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding. Own shares shares are not included in the weighted average number of ordinary shares. Weighted average number of diluted and ordinary shares is the same, as the company currently does not have any dilutive instruments. Earnings per share Earnings per share taking into consideration the number of outstanding shares in the period. At 31 December 2023 the company owns 386 300 own shares (nil for 31 December 2022). Earnings per share is calculated based on an average of 44 283 425 shares for 2023 and 44 580 000 shares for 2022. See note 11 in the parent accounts for an overview of the largest shareholders at 31 December 2023. Total outstanding ordinary shares as of 31 December 2023 are 33 713 700 A-shares and 10 480 000 B-shares. Note 11 Pension 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. 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 USD mill 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 PAGE 52 Funded Unfunded 2023 2022 2023 2022 4 138 142 8 139 147 5 23 28 5 24 29 Expenses Commitments 2023 2022 31.12.2023 31.12.2022 3.60% 3.50% 3.50% 1.70% 1.80% 2.25% 2.25% 0.10% 3.70% 3.50% 3.50% 2.40% 3.60% 3.50% 3.50% 1.70% 2023 2022 (22) (23) (1) (1) (17) (18) 1 USD mill 31.12.2023 31.12.2022 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 Return on plan assets (excluding interest income) Gross pension assets at 31.12 Defined benefit obligation Fair value of plan assets Net liability 37 (2) 1 1 37 15 (1) (1) 14 37 14 23 43 (4) 1 1 (2) (1) 37 17 (2) (1) 15 37 15 21 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 12 Combined items, balance sheet FINANCIAL REPORTING PRINCIPLES 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. 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. Loans and receivables are recognised initially at their fair value plus transaction costs. PAGE 53 USD mill Note 2023 2022 OTHER NON CURRENT ASSETS Non current equity investments Non current loans to associates and joint ventures Non current loans to others Non current financial derivatives Other non current assets Total other non current assets OTHER CURRENT ASSETS Account receivables Prepaid expenses Accrued revenue Other current assets Total other current assets OTHER CURRENT LIABILITIES Account payables Accrued employee benefits Other accrued expenses Financial derivatives Other current liabilities Cylinder deposit * Total other current liabilities 18 18 18 18 18 17/18 18 7 12 20 3 2 5 42 240 52 13 36 342 303 35 55 59 115 567 14 5 3 6 28 241 56 9 42 349 277 31 56 9 74 101 547 * Wilhelmsen Maritime Services has cylinders recognised as other tangible asset in the balance sheet, see note 7. The cylinders are valued at USD 111 million (2022: USD 102 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 54 Note 13 Receivables FINANCIAL REPORTING PRINCIPLES 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 2023 Expected loss rate Gross carrying amount - trade receivables Loss allowance * 31 December 2022 Expected loss rate Gross carrying amount - trade receivables Loss allowance * Current Less than 90 days past due Between 90 and 180 days past due More than 180 days past due 0% 222 0% 227 6% 8 (1) 16% 6 (1) 13% 11 (1) 13% 8 (1) 49% 3 (1) 44% 4 (2) * Loss allowance is rounded to nil for trade receivables less than 90 days overdue. ACCOUNT RECEIVABLES At 31 December 2023, USD 18 million (2022: USD 14 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 2023 2022 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 7 10 1 4 3 177 63 240 5 7 2 3 1 4 183 55 4 241 Balance at 01.01 Net provision for receivables impairment Balance 31.12 Account receivables per segment Maritime Services New Energy Strategic Holdings and Investments Total account receivables See note 18 on credit risk. Maritime Services New Energy Strategic Holdings and Investments 2023 Account receivables 2022 Account receivables 0% 26% 1% 23% 74% 76% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 14 Non-current 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. PAGE 55 USD mill 2023 2022* Financial assets to fair value At 01.01 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 at 31.12 Financial assets to fair value Qube Holdings Limited Australian PE funds Other Total financial assets to fair value at 31.12 75 1 11 87 55 19 12 87 105 2 (22) (5) (5) 75 45 21 8 75 Financial assets to fair value are held in subsidiaries with different reporting currency and thereby creating translation adjustments. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. 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 2023 the group held 25 million shares, 1.4% of total (2022: 25 million shares, 1.4% of total). The shares in Qube Holdings Limited serve as collateral for a credit facility. See note 17. 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. USD mill Inventories Raw materials Goods/projects in process Finished goods/products for onward sale Total inventories at 31.12 Obsolescence allowance, deducted above 2023 2022 9 2 110 121 3 7 3 104 114 3 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 16 Current financial investments FINANCIAL REPORTING PRINCIPLES Current financial investments consists of financial assets held for trading. Derivatives are also placed in this category unless designated as hedges. PAGE 56 USD mill 2023 2022 Market value current financial investments Equities Bonds Total current financial investments at 31.12 The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market. USD mill The net unrealised gain at 31.12 88 36 124 71 33 104 2023 2022 13 6 The parent company’s portfolio of equities and bonds of USD 124 million is held as collateral within a securities’ finance facility. See note 17. 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 17 Interest-bearing debt and undrawn credit facilities 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. PAGE 57 USD mill Note 2023 2022 Interest-bearing debt Bank and mortgages loan Lease liabilities Total interest-bearing debt 483 125 608 538 116 654 18 The groups bank and mortages loan facilities are held in the Maritime Services segment and the New Energy segment, amounting to USD 175 million and USD 308 million per 31 December 2023. The loan facilitiy in the Maritime Services segment matures in 2027. The New Energy debt comprise two loan facilities, where the primiary facility, amounting to USD 294 million per 31 December 2023, matures in 2027. The group refinanced 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 2023. USD mill Note 2023 2022 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 1 211 834 1 045 150 849 999 The parent company’s portfolio of financial investments is held as collateral within a securities’ finance facility. USD mill Note 2023 2022 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 51 19 28 435 76 608 88 17 22 24 503 654 18 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 17 Interest-bearing debt and undrawn credit facilities USD mill Note 2023 2022 PAGE 58 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 USD mill Guarantee commitments Guarantees for group companies Bank guarantees Payroll tax guarantees Total The carrying amounts of the group’s bank loans are denominated in the following currencies USD NOK DKK Total See otherwise note 18 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 16 456 101 27 24 608 224 124 260 473 93 65 23 654 163 104 386 2023 2022 15 20 5 40 175 294 14 483 18 4 22 188 336 15 538 2023 2022 224 124 (51) (557) (260) 349 (608) (260) 163 104 (88) (566) (386) 267 (654) (386) * 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 59 Cont. note 17 Interest-bearing debt and undrawn credit facilities USD mill Total interest-bearing debt at 31.12.2022 Reclass Cash flows Business combinations Foreign exchange adjustments Other non-cash movements Total interest-bearing debt at 31.12.2023 Total interest-bearing debt at 01.01.2022 Reclass Cash flows Business combinations Foreign exchange adjustments Other non-cash movements Total interest-bearing debt at 31.12.2022 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 23 19 (27) 10 24 30 (2) (5) (2) 1 23 93 (19) 1 26 101 139 2 (23) 1 (12) (14) 93 65 (2) (41) (2) 7 27 270 8 (200) (5) (5) (3) 65 473 2 (31) 2 (8) 19 456 203 (8) 218 72 (28) 16 473 654 (99) 2 (10) 62 608 642 (10) 68 (47) 654 Cash and cash equivalents, undrawn credit facilities 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. Wilh. Wilhelmsen Holding 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. Wilhelmsen Maritime Services 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. USD mill Committed undrawn credit facilities Committed undrawn credit facilities are key part of the liquidity reserve. USD mill Cash and cash equivalents Banks 2023 2022 321 172 2023 2022 224 163 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 60 Note 18 Financial risk FINANCIAL REPORTING PRINCIPLES The group uses derivatives to address financial risk. Derivatives are included in current assets or current liabilities, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets or other non-current liabilities as they form part of the group’s long-term economic hedging strategy and are not classified as held for trading. 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. Changes in the valuation of qualified hedges are recognised directly in other comprehensive income until the hedged transactions are realised. 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. 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. 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). To mitigate risk, the group holds financial instruments for the following purposes: • Financing: to raise finance for the group’s operations or, in the case of short-term deposits, to invest surplus funds. The types of instruments used include bank debt, cash and short-term deposits. • Operational: the group’s activities generate financial instruments, including cash, trade receivables, trade payables and finance advances. • Risk management: to reduce risks arising from the financial instruments described above, including foreign exchange contracts, interest rate swaps and cross- currency interest rate swaps. Changes in the market value of foreign exchange financial derivatives are recognised through the income statement. New Energy segment apply hedge accounting for interest rate hedges 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 and Hyundai Glovis group in Strategic Holdings and Investments segment and the joint venture investment Coast Center Base group in New Energy segment. The group’s largest foreign exchange exposures are NOK, EUR and SGD - 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. The sensitivity analysis below shows the impact that a reasonably possible change in foreign exchange rates over a financial year would have on profit after tax and equity, based solely on the group’s foreign exchange risk exposures existing at the balance sheet date. The group has used the observed range of actual historical rates for the preceding one-year period, in determining reasonably possible exchange movements to be used for the current year’s sensitivity analysis. USD mill Note 2023 2022 Currency through Income Statement Included in other financial income/(expenses) Operating 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 (2) (3) 10 (1) (15) (16) 10 (3) (9) (9) (99) (108) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 18 Financial risk For Maritime Services, New Energy and Strategic Holdings and Investments, material translation risks are booked to other comprehensive income due to the functional currency for most of the entities being different from the reporting currency USD. The group’s segments perform sensitivity analyses on the unhedged part of the transaction risk on a regular basis. The portfolio of derivatives used to hedge the group’s transaction risk (described on the previous page), exhibit the following income statement sensitivity: PAGE 61 USD mill Sensitivity Income statement sensitivities of economic hedge program Transaction risk USD/NOK spot rate Income statement effect Equity effect EUR/USD spot rate Income statement effect Equity effect USD/SGD spot rate Income statement effect Equity effect (Tax rate used is 22% that equals the Norwegian tax rate). (10%) (5%) 0% 5% 10% 9.12 14 14 1.00 (10) (10) 1.19 6 6 9.62 10.13 10.64 11.14 7 7 1.05 (5) (5) 1.25 3 3 1.11 1.32 (7) (7) 1.16 5 5 1.39 (3) (3) (14) (14) 1.22 10 10 1.45 (6) (6) INTEREST RATE RISK Interest rate risk is identified as the effect on the Group’s future cash flows or fair value of financial instruments when interest rates change. Changes in interest rates expose the Group to changes in the fair value of borrowings subject to fixed interest rates (fair value risk), and changes in future interest payments on borrowings subject to floating interest rates (cash flow 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 main source of exposure to interest rate risk arises from the risk associated with fair value interest rates. Within Strategic Holdings and Investments and Maritime Services respectively, no interest rate hedging is implemented due to low net interest-bearing debt (NIBD), whereas New Energy have hedged about 40% of its interest-bearing debt (Interest bearing debt of USD 308 million, with hedged amout totalling USD 120 million) as of 31 December 2023. The Group has financial liabilities that are exposed to NIBOR and USD Term SOFR reference rates. The Group has interest-bearing liabilities of USD 175 million that have a USD Term SOFR reference rate. Other interest-bearing debt is primarily linked to NIBOR and NOWA. No date has been set for the transition of NIBOR, however the Group is monitoring the development of the IBOR reform. The risk exposure related to financial instruments as a consequence of the transition is considered to be low. The IBOR reform will not change the risk management strategy. Sustainability-linked loans During the year, the group amended the loan agreements in the Maritime Services and New Energy segment, including sustainability-linked KPIs in the agreements. Based on the annual fulfilment of the KPI targets, the interest rate on the loans may be adjusted up to maximum of +/- 5 basis points. The first measurement period in both agreements is the fiscal year of 2023, with the resulting interest rate adjustment, based on fulfillment of targets, to be conducted in 2024. USD mill 2023 2022 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 23 39 58 120 41 28 100 169 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. instruments are subject to risk from changes in the general level of interest rates, primarily in USD and NOK. 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 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 18 Financial risk USD mill Interest rate derivatives New Energy Total interest rate derivatives Currency derivatives Maritime Services Total currency derivatives Total market value of financial derivatives Book value equals market value PAGE 62 2023 2022 Assets Liabilities Assets Liabilities 2 2 2 1 1 2 10 10 10 The following sensitivity analysis shows the impact that a reasonably possible change in interest rates over a financial year would have on profit after tax and equity. The impact is determined by assessing the effect of a reasonably possible change in interest rates would have had on interest income and expense and the impact on financial instrument fair values existing at the balance sheet date. The analysis is performed assuming a parallel shift in the relevant interest rate curves of 1%- and 2 %-points. USD mill Fair value sensitivities of interest rate risk Change in interest rates' level Income statement effect Equity effect (2%) (4) (4) (1%) (2) (2) 0% 1% 2 2 2% 4 4 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. The investment portfolio is divided between stocks and bonds, holding positions in various sectors. All investments are concentrated within the Nordic countries and are diversified across more than 30 different companies. The bond positions exclusively fall within the Investment Grade space. Below table summarizes the equity market sensitivity towards the market value of all listed equities held as current financial investments, see note 16. USD mill Change in equity prices Change in market value Income statement effect Equity effect (Tax rate used is 22% that equals the Norwegian tax rate) (20%) (24) (24) (10%) (12) (12) 0% 10% 12 12 20% 24 24 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 63 Cont. note 18 Financial risk 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. TRADE RECEIVABLES The group’s exposure to credit risk on its receivables varies across segments and subsidiaries. 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. 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 2023 (analogous for 2022). 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 17 for further details. 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 Note 2023 2022 Exposure to credit risk Financial derivatives (liability) Account receivables Bonds Cash and bank deposits Total exposure to credit risk 12 12 16 17 240 36 224 501 (9) 241 33 163 429 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. The group’s liquidity risk is low in that it holds significant liquid assets in addition to credit facilities with the banks. At 31 December 2023, the group had in excess of USD 404 million (2022: USD 313 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 321 million (2022: USD 172 million) in committed undrawn credit facilities. USD mill Less than 1 year Between 1 and 2 years Between 2 and 5 years Later than 5 years Undiscounted cash flows financial liabilities 2023 Mortgages Finance lease liabilities Bank loan Interest due Total undiscounted cash flow financial liabilities Current liabilities (excluding next year's instalment on interest-bearing debt) Total gross undiscounted cash flows financial liabilities 31.12.2023 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 31.12.2022 14 24 36 73 477 550 35 23 30 10 33 132 547 679 13 18 35 67 67 12 4 33 50 50 265 24 174 67 529 529 25 20 2 33 79 79 14 59 3 33 109 109 244 69 189 32 535 535 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 18 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. PAGE 64 CAPITAL RISK MANAGEMENT The group’s overall policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain future business development. The board of directors monitors various return metrics, where Return on Equity and dividend levels are predominant. The group seeks to maintain a balance between the potential higher returns stemming from higher levels of financial gearing and the advantages of a strong balance sheet. The financial strategy and setting of thresholds for capital structure, return requirements and risk are revised by the board of directors. FAIR VALUE ESTIMATION The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. The fair value of financial instruments not traded in an active market (over-the-counter contracts) is based on third party quotes. These quotes use observable market rates for price discovery. Specific valuation techniques used by financial counterparties (banks) to value financial derivatives include: • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to net present value. • The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curves and time-to-maturity parameters at the balance sheet date, resulting in an option premium. Options are typically valued by applying the Black-Scholes model. • Quoted market prices or dealer quotes for similar derivatives. • The fair value of interest rate swaps is calculated as the net present value of the estimated future cash flows based on observable yield curves. • The fair value of interest rate swap option (swaption) contracts is determined using observable volatility, yield curve and time-to-maturity parameters at the balance sheet date, resulting in a swaption premium. Options are typically valued by applying the Black-Scholes model. The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The group estimates the fair value of financial liabilities for disclosure purposes by discounting the future contractual cash flows at current market interest rates available to the group for similar financial derivatives. USD mill Interest-bearing debt Mortgages Finance lease liabilities Bank loan Total interest-bearing debt 31.12.2023 Mortgages Finance lease liabilities Bank loan Total interest-bearing debt 31.12.2022 Note Fair value Book value 306 125 178 610 317 116 224 657 306 125 177 608 316 116 222 654 17 17 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 18 Financial risk USD mill Level 1 Level 2 Level 3 Total PAGE 65 Financial assets to fair value Equities Bonds Financial derivatives Financial assets to fair value Total financial assets 31.12.2023 Financial liabilities to fair value Financial derivatives Total financial liabilities 31.12.2023 Financial assets to fair value Equities Bonds Financial derivatives Financial assets to fair value Total financial assets 31.12.2022 Financial liabilities to fair value Financial derivatives Total financial liabilities 31.12.2022 88 36 55 179 71 33 45 150 24 24 22 22 2 8 10 1 7 8 (10) (10) 88 36 2 87 214 71 33 1 75 180 (10) (10) USD mill 2023 2022 Changes in level 3 instruments Opening balance 01.01 Gain/(loss) recognised through income statement Closing balance 31.12 22 2 24 24 (2) 22 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 2023 are liquid investment grade bonds and listed equities (analogous for 2022). 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 18 Financial risk 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 31.12.2023 Liabilities Non current interest-bearing debt Current interest bearing liabilities Other non current liabilities Other current liabilities Liabilities at 31.12.2023 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 Note Financial assets at amortised cost Fair value through the income statement 12 14 16 12 12 17 17 12 12 30 276 224 531 12 87 124 2 225 Liabilities at fair value through the income statement Other financial liabilities at amortised cost 11 11 557 51 477 1 085 Note Financial assets at amortised cost Fair value through the income statement 12 14 16 12 12 17 17 12 12 12 6 284 163 453 14 75 104 2 195 Liabilities at fair value through the income statement Other financial liabilities at amortised cost 10 11 21 566 88 452 1 106 PAGE 66 Total 42 87 124 2 276 224 756 Total 557 51 11 477 1 096 Total 20 75 104 2 284 163 648 Total 566 88 10 11 452 1 127 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 67 Note 19 Related party transactions FINANCIAL REPORTING 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: Wallenius Wilhelmsen ASA Coast Center Base AS / KS Business office, country Ownership Norway Norway 37.9% 50.0% USD thousand 2023 2022 KEY MANAGEMENT PERSONNEL COMPENSATION Base salary Bonus Pension Other benefits Total Detailed remuneration discloures are provided in the remuneration report. 2 086 1 436 513 341 4 376 2 067 3 456 534 383 6 440 USD thousand 2023 2022 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 TO 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 New Energy Non current assets to related party 22 7 1 31 (1) (28) (29) 4 4 4 3 7 1 1 20 4 1 25 (2) (1) (3) 12 12 6 6 3 3 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 68 Note 20 Subsidiaries with material non-controlling interests Treasure ASA * Norway 78.68% * At 31 December 2023 Treasure ASA had nil own shares (31 December 2022 had 2 594 566 own shares) Business office, country 2023 Voting/control share 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. In 2023, the group changed the classification to consider Hyundai Glovis as an associated company and to recognise the investment according to the equity method. Please refer to note 21 for more information. USD mill Summarised balance sheet Non current assets Current assets Total assets Non current liabilities Current liabilities Total liabilities Net assets Accumulated non-controlling interests (NCI) 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 Treasure ASA 2023 675 4 680 1 1 679 145 84 (16) 68 15 4 13 (19) (5) 2022 620 10 630 630 145 100 (26) 73 16 5 10 (27) (17) USD mill 2023 2022 Total allocation to NCIs Profit for the period to material NCIs Profit for the period to other immaterial NCIs Profit for the period to NCIs 18 3 21 26 1 27 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 21 Change in classification of asset - restated financial figures PAGE 69 Change in classification of the group’s investment in Hyundai Glovis Co., Ltd. As of 31 December 2023 the group holds a 78.68% share in the company Treasure ASA, who through the fully owned subsidiary Den Norske Amerikalinje AS holds a 11% share in Hyundai Glovis, a logistics company headquartered in Seoul, Republic of Korea, listed on the Korean Stock Exchange. Hyundai Glovis’ principal activity is logistics and distribution services. The company provides overseas logistics services, including vehicle export logistics, air freight forwarding, ocean freight forwarding and international express service. Hyundai Glovis also has a growing shipping segment with its own fleet of car carriers and bulk carriers. Basis for change in accounting method The group has previously recognised the investment as financial assets to fair value (”FV”) measurement with changes in FV recognised in profit or loss in accordance with IFRS 9 - Financial Instruments. In 2023 the group has changed the classification to consider Hyundai Glovis as an associated company and to recognise the investment according to the equity method in accordance with IAS 28 - Investments in Associates and Joint Ventures, with the group’s share of changes in net assets of Hyundai Glovis reported as share of profit from associates and dividends from associates. This change comes as a result from discussions with Financial Supervisory Authority of Norway (the ”NFSA”). The group received a preliminary notice from the NFSA regarding it’s accounting treatment of the Hyundai Glovis investment in the group’s consolidated financial RESTATED FINANCIAL FIGURES FOR THE PERIOD ENDING 31 DECEMBER 2022 Income statement and comprehensive income statements for the period ending 31 December 2021. In the notice, the NFSA has concluded the group has significant influence over Hyundai Glovis, and is therefore required to classify the investment as an associated company, and to measure the investment using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. The change in classification should be corrected retrospectivly as an error according to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. Presentation of restated comparable amounts Applying IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, the group have in this note presented the restated comparable amounts for each period presented as if the investment in Hyundai Glovis had been recognised in accordance with the equity method, starting from the reporting period beginning 1 January 2022. Impact of the change on accounting method on the group’s consolidated financial statements The impact on the consolidated balance sheet as of 1 January 2022 is a decrease in total equity and retained earnings of USD 27 million, with a decrease of USD 20 million attributable to equity holders of the parent and a decrease of USD 7 million attributable to non-controlling interests. The group’s restated financial statements for the previous period is presented below. USD mill Operating profit Share of profit from joint ventures and associates Change in fair value financial assets Other financial income Other financial items Profit before tax Tax income/(expense) Profit for the period Profit attributable to the equity holders of the company Profit/(loss) attributable to non-controlling interests Other comprehensive income Comprehensive income from associates Currency translation differences Other items in other comprehensive income Total comprehensive income Attributable to the equity holders of the company Attributable to non-controlling interests Basic / diluted earnings per share (USD) 2022 2022 2022 as reported adjustments restated 83 296 (50) 32 (55) 306 (13) 293 296 (3) 4 (73) 5 229 240 (11) 6.63 102 46 (13) 134 134 105 30 1 (26) 110 86 23 2.35 83 397 (5) 19 (55) 440 (13) 427 400 27 6 (99) 5 339 326 13 8.98 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 21 Change in classification of asset - restated financial figures RESTATED FINANCIAL FIGURES FOR THE PERIOD ENDING 31 DECEMBER 2022 PAGE 70 Balance sheet USD mill Assets Investments in joint ventures and associates Financial assets to fair value Other non current assets Total non current assets Total current assets Total assets Equity and liabilities Attributable to equity holders of the parent Non-controlling interests Total equity Total liabilities Total equity and liabilities Cash flow statement USD mill Profit before tax Share of (profit)/loss from joint ventures and associates Changes in fair value financial assets Financial (income)/expenses Other net cash flow provided by operating activities Net cash provided by operating activities Dividend received from joint ventures and associates Proceeds from dividend and sale of financial investments Other net cash flow provided by investing activities Net cash flow from investing activities 31.12.2021 01.01.2022 01.01.2022 31.12.2022 31.12.2022 31.12.2022 as reported adjustments restated as reported adjustments restated 1 093 688 921 2 702 746 3 448 2 009 221 2 230 1 218 3 448 556 (583) (27) (27) (20) (7) (27) (27) 1 649 105 921 2 675 746 3 421 1 989 214 2 203 1 218 3 421 1 342 613 943 2 898 730 3 628 2 212 144 2 355 1 273 3 628 620 (538) 83 83 66 17 83 83 1 962 75 943 2 981 730 3 711 2 278 160 2 438 1 273 3 711 2022 2022 2022 as reported adjustments restated 134 (102) (46) 13 13 (13) 306 (296) 50 23 (19) 64 37 66 (97) 6 440 (397) 5 36 (19) 64 50 53 (97) 6 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 22 Contingencies 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. Risks factors related to climate and environmental changes as well as regulatory changes responding to such changes are taken into consideration when assessing the risk of events occurring that could significantly affect the group’s financial position. The group has not identified any material exposure that could significantly affect the group’s financial position. PAGE 71 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 group’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 group does not report EBITDA adjusted on a regular basis, but may use it on a case by case basis to better explain operational performance. Enterprise Value (EV) is defined as the market capitalization of a company plus NIBD. EV/EBITDA is derfined as Enterprise Value (EV) divided by EBITDA. Note 24 General accounting policies SUMMARY OF MATERIAL 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. 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: Amendment to IAS 1 Disclosure of Accounting Policies. The amendment requires an entity to disclose material accounting policy information. The group has assessed the new requirements arising from the amendment and conducted an update of accounting policy information disclosed in the group’s financial statements notes disclosures. Amendment to IAS 12 International Tax Reform – Pillar Two Model rules. The amendment includes a mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules. In addition, the amendment introduces disclosure requirements for affected entities in relation to entities exposure to Pillar Two income taxes arising from that legislation. Refer to Note 9 - Tax for more information. Other new or amended standards and interpretations issued during the current period are not expected to have material impact on the entity in the current or future periods. New standards and interpretations not yet adopted Certain new or amended accounting standards and interpretations have been published that are not mandatory for 31 December 2023 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. 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. 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 are presented on a net basis in the income statement, within finance income/expenses. 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Note 25 Events after the balance sheet date In January 2024, Wilhelmsen Ship Management, a fully owned subsidiary of Wilh. Wilhelmsen Holding ASA together with MPC Capital agreed to acquire 100 % of the company Zeaborn Ship Management. The closing of the transaction is expected for Q1 2024 and is subject to approval by the competent antitrust authorities. No other material events occured between the balance sheet date and the date when the accounts were presented providing new information about the conditions prevailing on the balance sheet date. PAGE 72 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 73 Wilh. Wilhelmsen Holding ASA parent company Income statement Comprehensive income Balance sheet Cash flow statement Equity Notes Auditor’s report Page 75 Page 75 Page 75 Page 76 Page 77 Page 78 Page 79 Page 96 Responsibility statement Page 101 Accounts and notes – Parent company Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023People PAGE 74 People have always been key to the Wilhelmsen group. An experienced and highly skilled workforce leads to quality, expertise, and value for customers. In addition, a sharp focus on equality, diversity and inclusion and employee development, has and will continue to be the Wilhelmsen way of working. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Income statement Wilh.Wilhelmsen Holding ASA NOK thousand Operating income Operating expenses Employee benefits Operating expenses Depreciation, amortisation and impairment Total operating expenses Operating profit/(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 equity Proposed dividend Interim dividend paid Total transfers and allocations 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 PAGE 75 Note 2023 2022 1 2 1 3/4 1/4 1/4 34 030 35 343 (94 466) (59 474) (7 036) (106 778) (53 891) (4 997) (160 976) (165 666) (126 946) (130 323) 2 541 250 704 592 (76 676) (101 875) 2 464 574 602 717 2 337 628 472 394 5 (54 089) 74 552 2 283 539 546 946 1 664 828 441 937 176 775 2 283 539 145 726 267 480 133 740 546 946 2023 2022 2 283 539 546 946 (5 851) 5 789 2 277 689 552 735 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 76 Note 31.12.2023 31.12.2022 5 3 3 4 6 7/14 4/15 15 8/14 15 4/15 10 9 88 778 10 329 13 377 41 689 141 899 6 592 8 344 46 896 6 328 989 5 594 516 76 075 212 185 246 252 41 048 35 912 6 812 469 6 080 411 1 263 938 1 024 970 102 107 34 067 69 180 636 489 3 425 32 708 133 727 118 308 2 105 782 1 313 137 8 918 252 7 393 549 11 891 600 891 600 6 940 774 5 385 736 7 832 374 6 277 336 12 4 15 4/15 10/15 74 417 253 680 328 097 66 900 291 917 358 817 5 278 9 055 38 236 705 212 757 781 4 853 11 079 36 517 704 947 757 396 8 918 252 7 393 549 Balance sheet Wilh.Wilhelmsen Holding ASA NOK thousand ASSETS Non current assets Deferred tax assets Intangible assets Properties and other tangible assets Right-of-use assets Investments in subsidiaries and associates Financial assets to fair value Sublease receivable Other non current assets Total non current assets Current assets Current financial investments Trade and other receivables Sublease receivable Other current assets Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Equity Paid-in capital Retained earnings and other reserves Total equity Non current liabilities Pension liabilities Non current lease liabilities Total non current liabilities Non current liabilities Public duties payable Trade and other payables Current portion of lease liabilities Other current liabilities Total current liabilities Total equity and liabilities Lysaker, 20 March 2024 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Trond Westlie Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Thomas Wilhelmsen (group CEO) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cash flow statement Wilh.Wilhelmsen Holding ASA NOK thousand Note 2023 2022 PAGE 77 Cash flow from operating activities Profit before tax Financial (income)/expenses Depreciation, amortisation and impairment Other (gain)/loss Change in net pension asset/liability Change in working capital Withholding tax (paid)/received Net cash provided by operating activities Cash flow from investing activities Dividend/group contribution received from group companies Investments in tangible and intangible assets Net proceeds from sale of entity Investments in subsidiaries, joint ventures and associates Repayment of financial sublease Loans (to)/from subsidiaries, cash pool Proceeds from sale of financial investments Purchase of current financial investments Dividend and other financial income received from financial assets Interest received included interest of sublease receivable 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 included interest of financial lease debt Cash from/(to) financial derivatives Net purchase of own shares 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 The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities. 1 3/4 5 15 3 6 6 4 1 4 2 337 628 472 394 (2 464 574) (602 717) 7 036 2 922 16 55 017 682 4 997 4 102 28 224 (7 149) (61 273) (100 150) 2 197 628 687 195 (10 598) (6 592) 700 (656 584) (411 729) 32 708 40 356 126 603 (101 116) 263 965 (146 482) (163 942) 36 186 25 054 12 841 15 744 1 605 215 336 722 600 000 755 000 (977 671) (655 000) (43 901) (20 315) (43 292) (10 477) (44 717) (105 350) (444 255) (312 060) (1 025 761) (276 276) 518 182 118 308 636 489 (39 704) 158 012 118 308 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 78 Equity Wilh.Wilhelmsen Holding ASA STATEMENT OF CHANGES IN EQUITY NOK thousand Note Share capital Own shares Retained earnings Total Current year's change in equity Equity 31.12.2022 Interim dividend paid Proposed dividend Purchase of own shares Sale of own shares Repayment of previous years dividend Profit for the year Comprehensive income for the year Equity 31.12.2023 891 600 5 385 736 6 277 336 (8 000) 274 (176 775) (441 937) (101 500) 3 880 1 407 (176 775) (441 937) (109 500) 4 154 1 407 2 283 539 2 283 539 (5 851) (5 851) 11 891 600 (7 726) 6 948 500 7 832 374 NOK thousand Note Share capital Own shares Retained earnings Total Current year's change in equity Equity 31.12.2021 Interim dividend paid Proposed dividend Profit for the year Comprehensive income for the year Equity 31.12.2022 891 600 5 234 221 6 125 821 (133 740) (267 480) 546 946 5 789 (133 740) (267 480) 546 946 5 789 891 600 5 385 736 6 277 336 At 31 December 2023 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. The proposed dividend for fiscal year 2023 is NOK 10.00 per share. A decision on the proposal will be taken by the annual general meeting on 2 May 2024. Dividend for fiscal year 2022 was NOK 10.00 per share, with NOK 6.00 per share paid in April 2023 and NOK 4.00 per share paid in November 2023. In May 2023 the company aquired 400 000 own shares (300 000 A - shares and 100 000 B - shares). In November 2023, a total of 13 700 own A- shares were sold to employees as part of the employee share program. At 31 December 2023 the company had 386 300 own shares (corresponding figures at 31 December 2022 was nil own shares). Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 1 Combined items, income statement NOK thousand Note 2023 2022 PAGE 79 OPERATING INCOME Other income Income from group companies Other gain/(loss) Total operating income OTHER OPERATING EXPENSES Expenses to group companies Communication and IT expenses External services Travel and meeting expenses Marketing expenses Lease expenses Other 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 Total financial income Financial expenses Investment management Interest expenses Interest expenses financial lease Other financial expenses Total financial expenses Net financial income Note 2 Employee benefits NOK thousand Payroll Payroll tax Pension cost Other remuneration Total employee benefits Average number of employees Detailed remuneration disclosures are provided in the remuneration report. 15 15 2 8 15 15 8 4 15 1 397 35 555 (2 922) 34 030 (14 367) (6 402) (22 608) (2 724) (3 537) (6 724) (3 112) (59 474) 1 137 34 206 35 343 (11 962) (7 352) (14 735) (4 445) (2 102) (2 332) (10 963) (53 891) 160 804 8 391 10 583 5 493 11 904 2 243 531 687 195 117 941 2 541 250 704 592 (10 477) (12 511) (53 688) (52 211) (8 411) (11 903) (29 349) (76 676) (101 875) 2 464 574 602 717 Note 2023 2022 12 (63 888) (14 597) (12 513) (3 468) (82 638) (8 811) (12 576) (2 753) (94 466) (106 778) 30 35 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 2 Employee benefits NOK thousand 2023 2022 PAGE 80 EXPENSED AUDIT FEE (EXCLUDING VAT) Statutory audit Tax advisory fee Other assurance services Total expensed audit fee Note 3 Intangible and tangible assets (758) (2) (419) (868) (29) (1 179) (897) NOK thousand 2023 Cost at 01.01 Additions Reclass Cost at 31.12 Accumulated depreciation/amortisation at 01.01 Depreciation/amortisation Reclass Accumulated depreciation/amortisation at 31.12 Intangible assets Properties Other tangible assets Total 12 976 5 029 (43) 17 962 (6 384) (1 292) 43 (7 633) 10 582 5 510 16 092 (4 714) (535) (5 248) 9 084 59 (3 386) 5 757 (6 609) (2) 3 386 (3 224) 32 642 10 598 (3 429) 39 811 (17 706) (1 828) 3 429 (16 105) Carrying amounts at 31.12 10 329 10 844 2 533 23 705 Depreciation/amortisation intangible and tangible assets Depreciation of right-of-use assets Total depreciation 2023 2022 Cost at 01.01 Additions Reclass Cost at 31.12 Accumulated depreciation/amortisation at 01.01 Depreciation/amortisation Reclass (1 828) (5 207) (7 036) 26 050 6 592 6 383 6 592 10 582 9 084 12 976 10 582 9 084 32 642 (6 324) (59) (4 290) (423) (6 448) (160) (17 063) (643) Accumulated depreciation/amortisation at 31.12 (6 384) (4 714) (6 609) (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 Useful life Amortisation/depreciation schedule 3-5 years Linear Up to 25 years Linear 3-10 years Linear (643) (4 354) (4 997) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 4 Right-of-use assets and lease liabilities THE LEASE CONTRACTS The company has leases related to property and land. The main part of the leasing liability refers to headquarter and parking places. The external lease of headquarter is subleased to group company. The right-of-use assets relate to internal lease of the company’s location in Strandveien 20. PAGE 81 Summary of the lease liabilities in the financial statements NOK thousand 2023 Lease liability 01.01 Cash payments for the principal portion of the lease liability Interest expense on lease liabilities Lease liability 31.12 2022 Lease liability 01.01 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 31.12 All financial lease is leased from external party Summary of sublease receivable NOK thousand 2023 Sublease receivable 01.01 Repayment of sublease receivable Total financial sublease receivable 31.12 Non current sublease receivable Current sublease receivable Total financial sublease receivable 31.12 2022 Sublease receivable 01.01 New sublease agreements/change of estimates Repayment of sublease receivable Total financial sublease receivable 31.12 Non current sublease receivable Current sublease receivable Total financial sublease receivable 31.12 Property including parking places are subleased to the subsidiary WilService AS in 2023 and 2022. 328 434 (49 028) 12 511 291 917 309 495 (43 281) (13 646) 13 646 62 099 120 328 434 278 961 (32 708) 246 252 212 185 34 067 246 252 273 585 45 732 (40 356) 278 961 246 252 32 708 278 961 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 4 Right-of-use assets and lease liabilities Summary of right of use assets not subleased to subsidiary NOK thousand 2023 Right-of-use assets at 01.01 Right-of-use assets cost at 31.12 Accumulated depreciation at 01.01 Depreciation Accumulated depreciation at 31.12 Carrying amounts 31.12 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 31.12 PAGE 82 Note Property 3 3 62 443 62 443 (15 548) (5 207) (20 755) 41 689 45 776 16 368 300 62 443 (11 636) (4 354) 442 (15 548) 46 896 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Note 5 Tax NOK thousand Allocation of tax income/(expense) for the year Payable tax/withholding tax Change in deferred tax Total tax income/(expense) Basis for tax computation Profit before tax 22% tax Tax effect from Net permanent differences Withholding tax Reversal impairment deferred tax asset Current year calculated tax income/(expense) Effective tax rate Deferred tax assets Tax effect of temporary differences Fixtures Current assets and liabilities Non current liabilities and provisions for liabilities Tax losses carried forward Deferred tax assets Deferred tax assets 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 assets at 31.12 PAGE 83 2023 2022 682 (54 771) (54 089) (7 149) 81 701 74 552 2 337 628 472 394 (514 278) (103 927) 459 507 138 236 682 (54 089) 243 40 000 74 552 2.3% neg. 1 248 (814) 37 945 50 400 88 778 141 899 (45 098) 1 650 (9 673) 1 728 1 797 31 903 106 470 141 899 61 830 (909) (1 633) 42 610 40 000 88 778 141 899 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 6 Investments in subsidiaries and associates FINANCIAL REPORTING PRINCIPLES Shares in subsidiaries, joint ventures and associated companies are presented according to the cost method in the parent company. Group contribution received is included in dividends from subsidiaries. Group contributions and dividends from subsidiaries are recognised in the parent company the year for which they are proposed by the subsidiary to the extent the parent company can control the decision of the subsidiary through its shareholdings on the balance sheet date. Shares in subsidiaries, joint ventures and associates are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may exceed the recoverable amount of the investment. An impairment loss is reversed if the impairment situation is deemed to no longer exist. PAGE 84 NOK thousand Business office country Voting share/ ownership share 2023 Book value 2022 Book value Associate Wallenius Wilhelmsen ASA Lysaker, Norway 37.9% 1 142 694 1 142 694 Subsidiaries Treasure ASA * Wilhelmsen New Energy AS Wilhelmsen Maritime Services AS WilNor Governmental Services AS ** Wilhelmsen Accounting Services AS *** Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Lysaker, Norway Wilh. Wilhelmsen Holding Invest Malta Limited **** Valetta, Malta WilService AS Wilh. Wilhelmsen Invest AS Wilhelmsen GRC Sdn Bhd Lysaker, Norway Lysaker, Norway Kuala Lumpur, Malaysia 78.7% 100.0% 100.0% 51.0% 0.0% 100.0% 100.0% 100.0% 100.0% 1 065 301 2 128 714 1 264 440 10 700 000 1 550 26 273 8 1 043 967 2 128 714 1 264 440 9 499 3 622 1 550 23 8 Total investments in subsidiaries and associates 6 328 989 5 594 516 * At 31.12.2023 Treasure ASA had nil own shares (31.12.2022: 2 594 566 own shares) ** *** **** Wilh. Wilhelmsen Holding Invest Malta Limited was bought from Wilhelmsen New Energy in 2023 Impairment of investment in WilNor Governmental Services AS with NOK 9.489 in 2023 Wilhelmsen Accounting Services AS was sold to Wilh. Wilhelmsen Invest AS in 2023 Note 7 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. NOK thousand 2023 2022 Financial assets to fair value At 1 January Acquisition Total financial assets to fair value Financial assets to fair value Nordic Corporate Bank ASA Total financial assets to fair value 76 075 76 075 76 075 76 075 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 85 Note 8 Current financial investments NOK thousand 2023 2022 Market value asset management portfolio Equities Bonds Financial derivatives Total current financial investments 891 565 368 937 3 436 701 333 323 647 (11) 1 263 938 1 024 970 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 31.12 181 006 60 238 The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 13. Note 9 Restricted bank deposits and undrawn committed drawing rights NOK thousand 2023 2022 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 1 191 266 666 128 636 489 636 489 118 308 118 308 17 304 17 304 7 026 7 026 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 2023 the guarantee amounted to NOK 20 million (31 December 2022 NOK 10 million). Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 10 Current financial investments NOK thousand Note 2023 2022 PAGE 86 OTHER CURRENT ASSETS Cash pool intercompany receivables Other current assets Resticted 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 15 9 13 15 40 863 11 014 17 304 69 180 441 937 167 466 95 809 705 212 33 141 93 560 7 026 133 727 300 000 267 480 28 512 108 955 704 947 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 14. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 11 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. PAGE 87 The largest shareholders at 31 December 2023 Shareholders Tallyman AS Pareto Aksje Norge Verdipapirfond Verdipapirfondet Nordea Norge Verdi J.P. Morgan SE Citibank Europe plc Intertrade Shipping AS Citibank Europe plc VJ Invest AS Stiftelsen Tom Wilhelmsen The Bank Of New York Mellon Forsvarets Personellservice J.P. Morgan SE Varner Equities AS Wilh. Wilhelmsen Holding ASA Salt Value AS MP Pensjon PK Clearstream Banking S.A. UBS Europe SE Verdipapirfondet Nordea Avkastning JPMorgan Chase Bank Other Total number of shares 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% 1 502 898 725 980 2 228 878 318 268 1 069 361 1 387 629 425 784 460 547 261 000 414 438 171 941 370 400 277 836 562 300 126 875 108 222 286 300 225 462 79 965 333 701 319 329 102 359 248 356 823 624 1 249 408 348 865 527 000 313 946 532 587 236 000 297 674 415 630 323 520 100 000 143 828 276 636 4 345 165 619 809 412 788 000 728 384 704 528 606 400 575 510 562 300 542 505 431 742 386 300 369 290 356 601 338 046 319 329 267 978 248 356 5.00% 3.11% 2.80% 1.82% 1.77% 1.63% 1.58% 1.36% 1.29% 1.26% 1.22% 0.97% 0.87% 0.83% 0.80% 0.76% 0.72% 0.60% 0.56% 4.42% 0.94% 1.25% 1.35% 0.77% 1.22% 0.51% 1.09% 0.82% 1.65% 0.37% 0.32% 0.84% 0.66% 0.24% 0.98% 0.94% 0.30% 0.73% 6 619 289 1 994 341 8 613 630 19.32% 19.47% 34 000 000 10 580 000 44 580 000 100.00% 100.00% Nominee Nominee Nominee Nominee Nominee Nominee Nominee Nominee At 31 December 2023 Wilh. Wilhelmsen Holding ASA had 386 300 own shares (corresponding figure at 31 December 2022 was nil own shares). Shares on foreigners hands At 31 December 2023, 4 679 625 (13.76%) A shares and 2 860 813 (27.04%) B shares were held by foreign shareholders. Corresponding figures at 31 December 2022 were 4 737 284 (17.11%) A shares and 2 891 999 (29.39%) B shares. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 88 Note 12 Pension Description of the pension scheme The company’s defined contribution pension schemes for Norwegian employees are with financial institute, similar solutions with different investment funds. The company has “Ekstrapensjon”, a contribution plan for all Norwegian employees with salaries exceeding 12 times the Norwegian National Insurance base amount (G). The contribution plan replaced the company obligations mainly financed from operation. In addition the company has agreements on early retirement. These 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 include 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 2023 2022 2023 2022 1 1 1 1 3 4 7 2 4 6 Expenses Commitments 2023 2022 31.12.2023 31.12.2022 3.60% 3.50% 6.50% 1.70% 1.80% 3.25% 3.25% 1.50% 3.70% 3.50% 3.50% 2.40% 3.60% 3.25% 3.25% 1.50% 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. NOK thousand Pension expenses Service cost Net interest cost Cost of defined contribution plan Net pension expenses 2023 2022 Funded Unfunded Total Funded Unfunded Total (1 995) (358) (7 508) (9 861) (825) (1 827) (2 820) (2 185) (7 508) (2 652) (12 513) (2 391) (246) (5 098) (7 735) (3 919) (922) (6 310) (1 168) (5 098) (4 841) (12 576) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 12 Pension NOK thousand 2023 2022 PAGE 89 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 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 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 5 087 1 577 837 7 501 (1 650) 5 851 (4 962) (2 195) (297) (7 454) 1 665 (5 789) 87 100 88 421 2 820 2 971 (1 738) 5 087 1 577 6 030 1 510 (1 704) (4 962) (2 195) 97 817 87 100 20 200 18 200 786 3 613 (362) (837) 342 1 673 (312) 297 23 400 20 200 7 501 (1 650) 5 851 (7 454) 1 640 (5 814) 38 601 59 216 23 400 74 417 31 783 55 317 20 200 66 900 Premium payments in 2024 are expected to be NOK 11 million (2023: NOK 10 million). Payments from operations are estimated at NOK 1.8 million in 2024 (2023: NOK 1.7 million). Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Note 13 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 PAGE 90 2023 2022 300 000 300 000 300 000 300 000 0 0 1 260 502 1 024 980 The parent company had in addition undrawn revolving facilities at 31 December 2023. 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 2023 (analougue for 31 December 2022). FINANCIAL RISK See note 14 to the parent accounts and note 18 to the group accounts for further information on financial risk, and note 17 to the group accounts concerning the fair value of interest-bearing debt. Note 14 Financial risk CREDIT RISK Guarantees The group’s policy is that the parent company will not provide any financial guarantees. 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. 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. 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. 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 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 parent’s liquidity risk is considered to be low in the sense that it holds significant liquid assets in addition to undrawn credit facilities. 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. 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. 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Cont. note 14 Financial risk NOK thousand 2023 Interest-bearing debt Bank loan Total interest-bearing debt at 31.12 2022 Interest-bearing debt Bank loan Total interest-bearing debt at 31.12 PAGE 91 Fair value Carrying amount 0 0 300 000 300 000 300 000 300 000 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. The fair value of financial instruments not traded in an active market is determined 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. 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 Note Level 1 Level 2 Level 3 Total balance NOK thousand 2023 Financial assets to fair value through income statement – Bonds – Equities – Financial derivatives – Financial assets to fair value Total assets 31.12 2022 368 937 891 565 3 436 7 1 260 502 3 436 76 075 76 075 Financial assets to fair value through income statement – Bonds – Equities – Financial derivatives Total assets 31.12 323 647 701 333 1 024 980 (11) (11) 368 937 891 565 3 436 76 075 1 340 014 323 647 701 333 (11) 1 024 970 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 92 Cont. note 14 Financial risk Financial instruments by category NOK thousand 2023 Assets Sublease receivable non current Other non current assets Financial assets to fair value Current financial investments Financial derivatives Sublease receivable Other current assets Cash and cash equivalent Assets at 31.12.2023 Note Financial assets at amortised cost Fair value through income statement Total 4 7 8 8 4 9 212 185 41 048 34 067 171 287 636 489 1 095 077 76 075 1 260 502 3 436 212 185 41 048 76 075 1 260 502 3 436 34 067 171 287 636 489 1 340 014 2 435 090 Note Other financial liabilities at amortised cost Fair value through income statement Liabilities Property lease liabilities non current Current portion of property lease liabilities Other current liabilities Liabilities 31.12.2023 4 4 10 253 680 38 236 705 212 997 128 NOK thousand 2022 Assets Sublease receivable non current Other non current assets Current financial investments Financial derivatives Sublease receivable Other current assets Cash and cash equivalent Assets at 31.12.2022 Note Financial assets at amortised cost Fair value through income statement 4 8 8 4 9 246 252 35 912 32 708 137 152 118 308 570 332 1 024 980 (11) 1 024 970 1 595 302 Note Other financial liabilities at amortised cost Fair value through income statement Total Liabilities Property lease liabilities non current Current interest-bearing debt Current portion of property lease liabilities Other current liabilities Liabilities 31.12.2022 4 13 4 10 291 917 300 000 36 517 404 947 1 033 380 See note 18 to the group financial statement for further information about the group risk factors. 291 917 300 000 36 517 404 947 1 033 380 Total 253 680 38 236 705 212 997 128 Total 246 252 35 912 1 024 980 (11) 32 708 137 152 118 308 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 93 Note 15 Related party transactions The ultimate owner of Wilh. Wilhelmsen Holding ASA is Tallyman AS, which controls about 60% of voting shares of the group. Tallyman AS is controlled by Thomas Wilhelmsen. Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2023 Name A shares B shares Total number of shares % of total shares % 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 2023 2022 KEY MANAGEMENT PERSONNEL Short-term employee benefits Key management personnel compensation Detailed remuneration discloures are provided in the remunertation report. 23 104 23 104 24 086 24 086 NOK thousand Note 2023 2022 OPERATING REVENUE FROM GROUP COMPANIES WAWI group Maritime Services New Energy Strategic Holdings and Investments 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 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 1 1 3 369 10 109 14 189 7 888 35 555 2 815 10 120 2 138 19 133 34 206 (8 456) (5 911) (3 178) (8 784) (14 367) (11 962) 1 446 039 267 508 386 099 160 547 2 260 193 (261) (1 466) (1 295) (3 022) 221 364 300 000 7 222 175 401 703 987 (45) (105) (5 360) (5 509) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Cont. note 15 Related party transactions NOK thousand Note 2023 2022 ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH RELATED PARTY PAGE 94 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 companies Cash pool payables Maritime Services New Energy Strategic Holdings and Investments Cash pool payables to group companies 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 1 119 186 1 305 (8) (111) (118) 4 189 542 4 731 (642) (722) (1 365) 34 033 6 830 48 863 15 884 17 257 33 141 10 (1 020) (148 478) (17 969) (1 572) (26 579) (361) 10 (169 466) (28 512) 41 048 41 048 35 912 35 912 100 996 100 996 26 281 26 281 212 185 212 185 246 252 246 252 34 067 34 067 32 708 32 708 4 4 Note 16 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 95 Partnerships Since 1861, Wilhelmsen’s strong partnerships have been key to performance, growth, and new markets. Close and trusted partners are the reason Wilhelmsen continues to shape the maritime industry. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Auditor’s Report PAGE 96 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 2023, the income statement, comprehensive income, 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 2023, the income statement, comprehensive income, equity and cash flow statement for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion ● ● ● the financial statements comply with applicable statutory requirements, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2023, and its financial performance and 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 2023, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group 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. We have been the auditor of the Company for 14 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 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 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Auditor’s Report PAGE 97 2023 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 Revenue from contracts with customers in the Maritime Services and New Energy segments was USD 733 million and USD 290 million respectively for the year ended 31 December 2023. We have focused on revenue from contracts with customers because of the significant amounts involved, and because of the inherent risk of errors when a business handles multiple revenue streams that consist of large numbers of transactions that add up to material amounts. Further, the inherent risk of errors increases from the complexity that sometimes accompanies the required application of management judgment, particularly in determining the transaction price and deciding when performance obligations are satisfied. We refer to note 3 Revenue from contracts with customers, where management explains 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 management’s 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 found that management’s assumptions were reasonable. We compared the related disclosures in note 3 to the financial statements for the Group to the requirements of the applicable financial reporting framework, IFRS. We found that the disclosure appropriately explained the revenue from contracts with customers and lease revenue. 2 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Auditor’s Report PAGE 98 Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report ● ● is consistent with the financial statements and contains the information required by applicable 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 of the Company 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 of the consolidated financial statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ● identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of 3 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Auditor’s Report PAGE 99 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, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on Compliance with 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-2023-12-31-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 4 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Auditor’s Report PAGE 100 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, 20 March 2024 PricewaterhouseCoopers AS Thomas Fraurud State Authorised Public Accountant (This document is signed electronically) 5 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023 Responsibility statement We confirm, to the best of our knowledge, that the condensed set of financial statements for the period 1 January to 31 December 2023 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. PAGE 101 Lysaker, 20 March 2024 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Trond Westlie Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Thomas Wilhelmsen (group CEO) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structureWilh. Wilhelmsen Holding ASA Annual report 2023Wilh. Wilhelmsen Holding group main structure Page 104 Strategic Holdings and Investments segment Page 105 Maritime Services segment New Energy segment Page 106 Page 114 PAGE 102 Corporate structure Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 103 Governance Wilhelmsen has strong corporate governance practices. The well- defined governance structure and clear policies and procedures that are crafted from long-term strategies, ensure ethical and transparent operations, and create a robust governing structure for long-term resilience. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 104 Corporate structure At 31 December 2023 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 78.68% Wilhelmsen Maritime Services AS, Norway Wilhelmsen New Energy AS, Norway Maritime Services Segment New Energy Segment Unless otherwise stated, the company is wholly-owned. For group company list sorted by segment and business area see below list Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 105 Strategic Holdings and Investments segment Wilh. Wilhelmsen Holding ASA, Norway Wallenius Wilhelmsen ASA 37.87% Treasure ASA 78.68% WilNor Governmental Services AS 100% *) Wilhelmsen GRC Sdn.Bhd. Malaysia WilService AS Wilhelmsen Invest Infrastructure AS Den Norske Amerikalinje AS Olavsvern Group AS 66% Hyundai Glovis Ltd Republic of Korea 11.00% Wilh. Wilhelmsen Invest AS Wilh. Wilhelmsen Holding Invest Malta Ltd Unless otherwise stated, the company is wholly-owned. *) 51% owned by Wilh Wilhelmsen Holding ASA and 49% of the shares are owned by NorSea Group Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 106 Maritime Services Wilhelmsen Maritime Services AS, Norway Wilhelmsen Ship Management Wilhelmsen Ships Service Wilhelmsen Port Services Wilhelmsen Global Business Services Wilhelmsen Chemicals AS, Norway Wilhelmsen Ship Management Holding 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 segment and business area see below list. Denholm Port Services Ltd 40%, UK Unless otherwise stated, the company is wholly-owned. Maritime Services Company name Country Ownership % Wilhelmsen Maritime Services Wilhelmsen Global Business Services Sdn. Bhd. Malaysia Wilhelmsen Insurance Services AS Wilhelmsen Maritime Services AS Wilhelmsen Chemicals AS Wilhelmsen Global Business Services AS Wilhelmsen Maritime Services Invest AS C-Loop AS Consigli Portuali AS WavesApp AS Ceataec AS Marine Supply System AS Wilhelmsen Business Service Center Sp z o.o. Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Poland Denholm Port Services Limited United Kingdom 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 40.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. Maritime Services Company name Country Ownership % PAGE 107 Wilhelmsen Ship Management Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda. Brazil 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 Wilhelmsen Marine Personnel Germany GmbH & Co. KG Croatia Cyprus Germany Germany Germany Germany Wilhelmsen Marine Personnel Germany Verwaltungs GmbH Germany Barklav (Hong Kong) Limited BWW LPG Limited Wilhelmsen Marine Personnel (Hong Kong) Limited Wilhelmsen Ship Management Limited WSM Global Services Limited Wilhelmsen Marine Personnel D.O.O. Wilhelmsen Ship Management (India) Private Limited Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Hungary India Wilhelmsen Ship Management Korea Ltd Korea, Republic of Wilhelmsen Ship Management Sdn Bhd RightProc Sdn. Bhd. Malaysia Malaysia Wilhelmsen Ahrenkiel Ship Management B.V Netherlands Wilhelmsen Marine Personnel (Norway) AS Wilhelmsen Ship Management (Norway) AS Wilhelmsen Ship Management Holding AS WSM Invest AS Hecla Emissions Management AS Norway Norway Norway Norway Norway 100% 100% 50% 80% 100% 50% 100% 100% 50% 49% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 50% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. Maritime Services Company name Country Ownership % PAGE 108 Wilhelmsen Ship Management OOPS (Panama) S.A Wilhelmsen-Smith Bell Manning, Inc Wilhelmsen Marine Personnel Sp. z o.o. Barklav S.R.L. Wilhelmsen Ship Management Singapore Pte Ltd. RightProc Pte.Ltd Panama Philippines Poland Romania Singapore Singapore Wilhelmsen Ship Management Denizcilik Ve Ticaret Anonim Sirketi Turkey Wilhelmsen Marine Personnel (Ukraine) Ltd Ukraine Wilhelmsen Ship Management (USA), Inc. United States 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 Wilhelmsen Port Services Antwerp N.V. Wilhelmsen Port Services Belgium N.V Wilhelmsen Port Services Brasil Ltda Wilhelmsen Port Services Bulgaria Ltd Wilhelmsen Huayang Ships Service (Beijing) Co., Ltd. Wilhelmsen Huayang Ships Service (Shanghai) Co. Ltd. Algeria Australia Australia Australia Australia Australia Australia Bahrain Belgium Belgium Brazil Bulgaria China China 100% 25% * 100% 50% 100% 100% 100% 100% 100% 49.00% * 100.00% 80.00% 80.00% 100.00% 100.00% 100.00% 40.00% * 100.00% 100.00% 100.00% 100.00% 50.00% 49.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. Maritime Services Company name Country Ownership % PAGE 109 Wilhelmsen Port Services Barwil Arabia Shipping Agencies SAE Barwil Egytrans Shipping Agencies S.A.E. Scan Arabia Shipping Agencies S.A.E. Auxiliaire Maritime SAS Wilhelmsen Marine Products France SAS Tbilisi Dry Port LLC Wilhelmsen Ships Service Georgia Ltd Wilhelmsen Port Services Germany GmbH Wilhelmsen Port Services Hamburg GmbH Wilhelmsen Port Service (Gibraltar) Limited Wiltrans (Gibraltar) Limited Wilhelmsen Port Service (Gibraltar) Limited Egypt Egypt Egypt France France Georgia Georgia Germany Germany Gibraltar Gibraltar Greece Wilhelmsen Port Services (Hong Kong) Limited Hong Kong Wilhelmsen Port Services India Private Limited Barwil For Maritime Services Co. Ltd. Iraqi-Norwegian Co For Marine Navigation & Maritime Services Ltd Wilhelmsen Port Services Japan Co., Ltd. Wilhelmsen Port Services (Japan) Pte. Ltd. - Japan Branch Wilhelmsen Ships Service Ltd. (Kenya) India Iraq Iraq Japan Japan Kenya Wilhelmsen Hyopwoon Port Services Ltd Korea, Republic of Alghanim Wilhelmsen Shipping Co.W.L.L Wilhelmsen Freight & Logistics Sdn Bhd Wilhelmsen Port Services Malaysia Sdn Bhd Wilhelmsen Ships Service Holdings Sdn. Bhd. Kuwait Malaysia Malaysia Malaysia 50.00% * 49.00% * 49.00% 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% 100.00% 50.00% 49.00% 100.00% 100.00% 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. Maritime Services Company name Country Ownership % PAGE 110 Wilhelmsen Port Services Wilhelmsen Ships Service Malta Limited Malta Wilhelmsen Ships Service (Mozambique), Limitada Mozambique Diize B.V. Wilhelmsen Port Services Holding B.V. Wilhelmsen Port Services Rotterdam B.V. Wilhelmsen Port Services Terneuzen B.V. Wilhelmsen Port Services Amsterdam B.V. Wilhelmsen Port Services Limited Wilhelmsen Port Services AS Wilhelmsen Port Services Norway AS Wilhelmsen Towell Co. L.L.C. Wilhelmsen Port Services, 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 Port Services Portugal S.A. Wilhelmsen Ships Service QFZ LLC Wilhelmsen Ships Service Qatar Ltd. Netherlands Netherlands Netherlands Netherlands Netherlands New Zealand Norway Norway Oman Panama Panama Panama Panama Panama Philippines Philippines Poland Portugal Portugal Portugal Qatar Qatar 100.00% 100.00% 50.00% 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% * Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. Maritime Services Company name Country Ownership % PAGE 111 Wilhelmsen Port Services Wilhelmsen Port Services Romania S.R.L. Romania Wilhelmsen Ships Service OOO Russian Federation Wilhelmsen Port Services (S) Pte. Ltd. Wilhelmsen Port Services Global Pte. Ltd. Wilhelmsen Port Services (Japan) Pte. Ltd. Barwil (South Africa) Pty Ltd Krew-Barwil (Pty) Ltd. Wilhelmsen Port Services South Africa (Pty) Ltd Wilhelmsen Port Services Spain S.L Wilhelmsen Port Service Canarias SA Ocean Shipping Co. Ltd Wilhelmsen Port Services Sweden AB Singapore Singapore Singapore South Africa South Africa South Africa Spain Spain Sudan Sweden Wilhelmsen Port Services (Taiwan) Inc. Taiwan (Province of China) Wilhelmsen Ships Service Limited [Tanzania] Tanzania, United Republic of Wilhelmsen Port Services (Thailand) Ltd. Wilhelmsen Denizcilik Hizmetleri Ltd. Sti Wilhelmsen Ships Service Ukraine Ltd. Thailand Turkey Ukraine Triangle Shipping Agencies LLC United Arab Emirates Wilhelmsen Marine Products LLC -Abu Dhabi United Arab Emirates Wilhelmsen Port Services LLC United Arab Emirates Wilhelmsen Port Services LLC - Fujairah United Arab Emirates Wilhelmsen W P S Dubai Port Services LLC United Arab Emirates Barwil Abu Dhabi Ruweis L.L.C. United Arab Emirates Wilhelmsen Port Services, Inc. United States 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 100.00% 100.00% 100.00% 0.00% * 50.00% 100.00% 49.00% * 49.00% * 100.00% 100.00% 49.00% * 49.00% * 50.00% * 42.50% 49.00% * 0.00% * 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. Maritime Services Company name Country Ownership % PAGE 112 Wilhelmsen Port Services Wilhelmsen Sunnytrans Co., Ltd International Shipping Co. Ltd. Wilhelmsen Ships Service Vietnam Yemen Wilhelmsen Ships Service Argentina S.A. Argentina Wilhelmsen Port Services Belgium N.V Wilhelmsen Ships Service do Brasil Ltda. Wilhelmsen Ships Service Bulgaria Ltd 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 ShipDan ApS Navadan 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) Belgium Brazil Bulgaria Canada Chile China Cyprus Denmark Denmark Denmark Egypt Finland France Germany Greece India Italy Japan Wilhelmsen Ships Service Co., Ltd (S.Korea) Korea, Republic of Wilhelmsen Ships Service Trading Sdn. Bhd. Malaysia 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% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. Maritime Services Company name Country Ownership % PAGE 113 Wilhelmsen Ships Service Unitor De Mexico, S.A. de C.V. Wilhelmsen Ships Service B.V. 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. Havtec Pte. Ltd. Unitor Cylinder Pte. Ltd. Wilhelmsen Ships Service (S) Pte. Ltd. Timm Slovakia s.r.o Wilhelmsen Ships Service Spain S.A. Wilhelmsen Ships Service AB Wilhelmsen Lojistik Hizmetleri Ticaret Ltd. Sti Mexico Netherlands Norway Norway Panama Philippines Poland Singapore Singapore Singapore Slovakia Spain Sweden Turkey Wilhelmsen Ships Service (L.L.C.) United Arab Emirates Wilhelmsen Ships Service AS - Dubai Branch United Arab Emirates Wilhelmsen Marine Products LLC – Abu Dhabi United Arab Emirates Wilhelmsen Ships Service Limited (UK) United Kingdom Unitor Holding Inc. Wilhelmsen Ships Service Inc. (USA) United States United States * additional profit share agreement 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% 49.00% * 100.00% 100.00% 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023PAGE 114 New Energy Wilh. Wilhelmsen Holding ASA, Norway Wilhelmsen New Energy AS NorSea Wind Holding AS* Edda Wind ASA 25.38% NorSea Group AS 98.96% Topeka Holding AS RaaLabs AS 75.1% Massterly AS 50% Nordlys Studio AS 45.98% Loke Marine Minerals AS 15% Ivaldi Group Inc 10% Reach Subsea ASA 19.18% New Energy Company name Norsea Group (Australia) Pty Ltd Norsea Denmark A/S NorSea Denmark Property A/S Norsea Wind A/S NSG Wind A/S Norsea Wind GmBH Norsea Wind BV Energy Innovation Holding AS Hammerfest Næringsinvest AS For group company list sorted by segment and business area see below list Topeka Nattruten AS Topeka Hagland Greenbulk AS 50% Topeka MPC Maritime AS 50% *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 Ownership % 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 32.26% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023New Energy Company name Maritime Waste Management AS Orvikan Eiendom AS Polarbase Eiendom AS Strandparken Holding AS Tangen 7 AS Tangen 7 Eiendom AS Tangen 7 Invest AS Elevon AS KONCIV AS Norsea Impact AS Nsg Maritime AS Ventyr Energy AS Westport AS Westport Bergen AS Windworks Jelsa AS Norsea Logistics AS Norsea Norbase AS Norsea Polarbase AS OS Expressene AS Polar Algae AS Polar Lift AS Averoy Eiendom AS Dusavik Utvikling AS Eldøyane Holding AS Eldøyane Næringspark AS PAGE 115 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 100.00% 100.00% 97.97% 50.00% 100.00% 100.00% 100.00% 50.00% 43.10% 100.00% 85.00% 50.00% 66.67% 100.00% 38.52% 100.00% 78.95% 95.14% 100.00% 60.02% 50.00% 100.00% 93.50% 50.00% 50.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. New Energy Company name 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 RTN 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 Narvikeiendommen AS Nordlys Studio AS Edda Wind ASA Massterly AS Norsea Group AS PAGE 116 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 13.45% 33.33% 100.00% 100.00% 100.00% 100.00% 42.00% 100.00% 50.00% 50.00% 100.00% 100.00% 100.00% 50.00% 50.00% 68.00% 50.00% 49.75% 68.00% 100.00% 100.00% 45.98% 25.38% 50.00% 98.96% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023Cont. New Energy Company name RAA Investment AS Raa Labs AS Reach Subsea ASA Topeka Holding AS Topeka MPC Maritime AS Topeka Hagland Greenbulk AS Topeka Nattruten AS Wilhelmsen New Energy AS Norsea Offshore Wind I AS Norsea Offshore Wind II AS Norsea Wind Holding AS AQ-Utvikling AS Blåse Energy AS Finnstadjordet 12 AS Elevon AB Norsea 123 Limited Norsea UK Ltd Norsea Wind Limited Country Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Sweden United Kingdom United Kingdom United Kingdom PAGE 117 Ownership % 69.87% 75.1% 19.18% 100.00% 50.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTUREWilh. Wilhelmsen Holding ASA Annual report 2023wilhelmsen.com E b e r l i n P h o t o s : H a n s F r e d r i k A s b ø r n s e n j Wilh. Wilhelmsen Holding ASA Phone: (+47) 67 58 40 00 Postal address: PO Box 33, NO-1324 Lysaker, Norway Visiting address: Strandveien 20, NO-1366 Lysaker, Norway Follow us on Twitter | Facebook | LinkedIn | Instagram

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