Annual report

2025

Contents

North Energy at a glance ........................................... 3

Directors’ Report ..................................................... 7

Corporate Governance ............................................. 18

Financial Statements ................................................ 25

Responsibility Statement .......................................... 59

Shareholder Information ........................................... 57

Company’s identity.

The year 2025 in brief:

substantial changes with investments in new positions during 2025, utilizing

The Board has considered whether North Energy

interest. The main purpose of this is to achieve

returns primarily by ownership in companies

that generate value from their operations, and

not through buying and selling companies and

financial instruments. Against this background, it

is thus the Board's conclusion that North Energy

should not be classified as an AIF.

North Energy’s current mandate from

shareholders is to own, manage and provide

financing for activities within the energy industry,

and other industries where the company has

relevant competence. The Company is an

industrial holding company with a portfolio

of independent investments, both listed and

unlisted, organized in two separate segments.

pace. The year kicked off with the new Trump

administration initiating a tariff war against all

its trade partners, which created significant

uncertainties as to the impact on global trade,

economic growth and inflation. Simultaneously,

the war in Ukraine continued at full force, while

Israel’s war on Hamas in Gaza found a temporary

solution when the US-brokered ceasefire plan

was announced in October. While the real

economic effects of these geopolitical events

Wind Catching Systems continued making good

progress in developing its innovative solution for

floating offshore wind production and attracted

further financial support through additional

The following information is presented according

to the same structure as the code and contains

the same 15 main elements.

It is the executive management’s job to ensure

that the areas of responsibility, individually and

collectively, are prioritized according to the

Company’s values and business codes. The

Company has established clear guidelines for

for activities within the energy industry, and

other industries where the company has relevant

North Energy targets to become a successful and

respected investment company. The Company

will achieve this through solid fundamental

analysis and a focus on long-term value creation.

Where relevant, the company seeks to create

value for the shareholders in a sustainable

used since the accounting year 2022, states that

“The Company intends to distribute an annual

dividend that approximates 3% of year end Net

Asset Value”. In accordance with the policy, the

Board intends to propose a dividend of NOK 0.13

per share for 2025. The Company’s dividend

policy is also outlined on its website.

Pursuant to section 3, sub-section 3b of the Norwegian Accounting Act, North Energy is required to include a description of

its principles for good corporate governance in the Directors’ report of its Annual Report or, alternatively, refer to where this

information can be found. The Norwegian Corporate Governance Board (NCGB) has issued the Norwegian code of practice

General Meeting, and elections are organized

such that it is possible to vote individually for

candidates nominated to serve in the Company’s

elected bodies. Shareholders who cannot attend

the General Meeting in person are able to appoint

a proxy to vote on their behalf. Proxy forms are

provided that allow the proxy to be instructed how

The Board determines the agenda for the General

Meeting. However, the most important items on

the agenda are dictated by the Public Limited

The Nomination Committee submits

recommendations for candidates to be elected,

along with a justification, to the General

Meeting, as well as nominates the Chair of the

Board. Furthermore, the Committee will submit

substantiated proposals for the remuneration of

Directors and recommend Committee members.

in the Company may be purchased or disposed.

Any transactions that is carried out in own shares

The North Energy share is listed on the Euronext

Expand Oslo exchange. All shares are freely

negotiable. The Articles of Association impose no

restrictions on the negotiability of the share

The AGM is North Energy’s highest authority. The

Company’s AGM in 2025 was held in accordance

with the Public Limited Liability Companies Act.

The Board endeavors to ensure that the General

Meeting is an effective forum for communication

between the Board and the Company’s

shareholders. Thus, the Board makes provision

for the highest possible participation by the

At the AGM on April 10, 2025, the Company’s

Board was granted authorization to increase the

share capital with 23,450,318 shares, equaling

an increase of 20 per cent. This authorization

is not limited to a defined purpose. The

purpose of this authorization is to enable the

Board of Directors to strengthen the equity to

With reference to the Board’s authorization to

increase the share capital described above the

Board of Directors can, in order to accommodate

the purpose of the authorization, waive the

preemption rights of existing shareholders. If the

Board decides to use the authority, and waive the

preemption rights of existing shareholders, then

the Board will specifically set out and justify the

reason and specifically state how the principle of

equal treatment is safeguarded.

that the work of the Board is conducted in an

efficient and correct manner in accordance with

relevant legislation is the responsibility of the

Chair. The Board ensures that the auditor fulfils

a satisfactory and independent control function.

It presents the auditor’s report to the General

Meeting, which also approves the remuneration

internal control and management system.

Work on further development and improvement

of the Company’s executive management and

significant business partners. At present, all

three Directors own shares directly or indirectly

in North Energy. No director holds options

to buy further shares, but have as part of the

Company’s long-term incentive plan purchased

synthetic shares (see 11. Remuneration of the

Board of Directors for further details).

Apart from Chairman Anders Onarheim, North

assessment where the main emphasis in the

variable part of the remuneration is based on

achieved results and implementation of the

ethical guidelines. The Board also considers the

responsibility involved, qualifications required,

and the complexity of the work.

During 2025 the Company established a

long-term incentive plan for the Management

and the Board where the participants were

offered to purchase synthetic shares in the

The Board issues a yearly remuneration report

according to the requirements as set out in the

Public Limited Liability Companies Act § 6-16 b,

and the Regulations on guidelines and report on

account of their responsibility, qualifications,

time spent and the complexity of the business.

Directors’ fees are not profit-related. None of the

shareholder-elected Directors have undertaken

special assignments for North Energy other than

those presented in this report. During 2025 the

Company established a long-term incentive plan

for the Management and the Board where the

participants were offered to purchase synthetic

a right to sell the synthetic shares back to the

On 10 April 2025 the AGM adopted the proposal

from the Board of Directors for new guidelines,

which included a new long-term incentive

plan, for remuneration of leading personnel in

and considers the auditor’s report after the

financial statements for the relevant year have

been audited. The auditor submits an annual plan

for the conduct of audit work and attends board

meetings when the consideration of accounting

matters requires their presence. In at least one of

these meetings, the auditor makes a presentation

on the Oslo Stock Exchange website and on

Oslo, 18 March 2026

Anders Onarheim Elin Karfjell Jogeir Romestrand

Financial Statements