Annual Report 2025

Hermana Holding ASA (“Hermana”, “the Group”) is an investment and royalty company based in Oslo and listed on the Oslo Stock Exchange since June 2024.

The Group has evolved from the legacy business of Sevan Marine ASA (“Sevan Marine”) and Magnora ASA (“Magnora”). Sevan Marine designed floating production, storage and offloading units (FPSOs) for the offshore oil and gas industry. Sevan Marine’s business was sold to SembCorp Marine in 2018, except for two license agreements remaining with Sevan Marine alongside the company’s deferred-tax assets. Sevan Marine changed name to Magnora which in 2020 started to invest in renewables and is today a well-established developer of data center and renewable-energy projects.

In 2023-2024 a strategic review led to the conclusion that the two different businesses of renewables and royalties, respectively, would progress most effectively separately: Magnora as a renewables and digital infrastructure developer and the new company Hermana Holding as a royalty business based on the legacy from Sevan Marine.

Hermana was carved out and demerged from Magnora during the second quarter of 2024 and then listed on the Oslo Stock Exchange. Magnora’s shareholders got 70 percent of the shares in Hermana Holding whereas Magnora retained 30 percent initially and later, in June 2025, exited completely.

Hermana’s current proceeds are from FPSO design royalties. Cash flow related to the Shell Penguins FPSO was received in 2025, in the form of settlement of a receivable from Magnora, totalling NOK 88.7 million – thus completing the proceeds concerning this FPSO.

Hermana’s remaining royalty rights are related to the Western Isles FPSO, which has a production capacity of 44,000 boe (barrels of oil equivalents) per day and a storage capacity of 400,000 boe. The licence agreement entitles Hermana to USD 0.50 per barrel produced over the lifetime of the FPSO, irrespective of operating location and field. The FPSO’s first period of operations was from 2017 to 2024. Through 2025 and as of year-end 2025, the FPSO was awaiting redeployment. Media reported in January 2026 that the FPSO was being marketed for sale and that there were several potential new owners. Hermana is generally positive to events that advance the redeployment of the FPSO and the corresponding royalty revenue. The Western Isles FPSO is expected to generate revenue for Hermana for more than two decades ahead, the hull having a design life of 30-50 years.

In parallel, Hermana evaluates potential investments that may represent a sensible allocation of existing funds and the royalty proceeds. Hermana maintains continuous contact with banks, investors, owners of growth companies, and others regarding attractive opportunities.

Hermana has a basis in the management of royalties, but direct investments in equity are equally relevant.

The Group is primarily a long-term owner, while also acquiring or selling shares, royalty rights, and other assets, depending on the situation. The Group is opportunity-driven, pragmatic regarding industry scope, and focused on the Nordic region. Preference is for profitable businesses which stand out and have solid management. Investments may be well diversified or in a larger company/asset, e.g. involving a transformational deal.

Operating costs are low and flexible and continuously adapted to the prevailing activity level.

Hermana aims to enter, manage, and sometimes exit, investments with a financial return significantly above the cost of capital. Any return of capital to shareholders will currently be in the form of repayment of paid-in capital.

Hermana Holding ASA is listed on the Oslo Stock Exchange (Oslo Børs) and aims to conduct its business in accordance with the recommendations in the Norwegian Code of Practice for Corporate Governance of 28 August 2025 (the “Code of Practice”, see www.nues.no). The Group’s principles of corporate governance are also based on relevant Norwegian laws such as the Norwegian Accounting Act and the Norwegian Public Limited Liability Companies Act.

The Group is committed to high ethical standards in its business dealings. Corporate social responsibility for the Group is integrated in the way the Group conducts its business.

The Group has established guidelines (see www.hermanaholding.com) aimed at ensuring openness, integrity, and equal treatment of its shareholders. Practicing good corporate governance, including appropriate division of roles between shareholders, the Board of Directors (“the Board”) and senior management, should contribute to reduced business risk and better shareholder value over time.

The parent company Hermana Holding ASA has a corporate governance structure as follows.

The roles of each governing body are further explained later in this chapter.

In accordance with section 2-9 of the Norwegian Accounting Act, the Group shall in connection with its annual financial statements provide a statement on how the Group has implemented the principles of, and account for any deviations from, the recommendations in the Code of Practice.

Below is an outline of the Group’s principles for corporate governance, in accordance with the 15 sections of the Code of Practice.

The Board ensures that the company implements sound corporate governance. The Board has considered the Code of Practice and in cases where the Group does not fully comply, the subsequent sections of this chapter include information about the Group’s choice and the reason for it.

The Articles of Association clearly describe the business that the company shall operate. The Articles, available at the Group’s website, state that the company’s objective is “the conduct of industry, trade and business associated with energy, intellectual property rights and commodities, and sectors directly or indirectly related to these, including investing in licences, in addition to investments in and acquisitions of businesses, securities, financial instruments and other assets, and participating in other businesses, directly or indirectly linked to these”.

The Board has defined clear objectives, strategies and risk profiles for the Group’s business activities. When carrying out this work, the Board takes into account financial, social and environmental considerations, and evaluates the objectives, strategy and risk profile at least yearly.

The Group seeks to maintain a healthy financial structure which is appropriate to the Group’s objectives, strategy and risk profile and which is adjusted to its business and market fluctuations.

The Group has established and disclosed a clear and predictable dividend policy. The Board continually reviews the capital situation in light of the Group’s targets, strategy and risk profile. The Group aims to provide its shareholders with a competitive return on investment over time, and targets that the underlying values shall be reflected in the Group’s share price. The Group shall aim to pay dividends to its shareholders on a regular basis to the extent prudent in the circumstances.

The Code of Practice advises that the background to any proposal for the Board to be given a mandate to approve the distribution of dividends should be explained. Such authorisations have been granted, restricted to defined purposes and limited in time.

Authorisations granted to the Board to increase the Group’s share capital are restricted to defined purposes and limited in time to no later than the date of the next Annual General Meeting.

The Group has one class of shares and each share entitles the holder to one vote at General Meetings.

All shareholders shall be treated on an equal basis unless there is a just cause for treating them differently in accordance with applicable laws and regulations. In the event of an increase in share capital of the Company through issuance of new shares, a decision to waive the existing shareholders’ pre-emptive rights to subscribe for shares shall be justified and be publicly disclosed including the reasons for the decision.

Any transactions by the Group in the Group’s own shares shall be carried out through Oslo Børs at prevailing stock exchange prices. If there is limited liquidity in the shares, the Group shall consider other ways to ensure equal treatment of shareholders.

Transactions with close associates shall be on arm’s-length basis and in compliance with the Norwegian Public Limited Liability Companies Act. The Board will arrange for a valuation to be obtained from an independent third party unless the transaction, agreement or arrangement in question is immaterial or covered by the provisions of section 3-16 of the Norwegian Public Limited Liability Companies Act.

The Group may engage in business activities with or in co-operation with its shareholders. Such activities shall be handled at the Board level, with a view of securing a foreseeable and consistent practice which prevents potential conflict of interest situations, arm’s-length treatment, and sound governance.

Directors, the CEO, and any other member of senior management shall notify the Board in advance if they have a significant interest in any agreement which may or is to be entered into by the Group.

The Group’s shares are listed on Oslo Børs and are freely negotiable. There are no limitations on any party’s ability to own, trade or vote for shares in the company.

The General Meeting is the Group’s supreme corporate body. The Articles and the Norwegian Public Limited Liability Companies Act set out the authority and mandate of the Annual General Meeting. The General Meetings of the Group may be held in Oslo or Bærum, Norway.

All shareholders of the Group have the right to attend the General Meetings. Individual shareholders are entitled to have the documents sent to them free of charge, upon request to the Group. Attendance forms for a General Meeting may be sent to the Group up to two days before such a meeting. Shareholders may attend by proxy, and the Group provides the shareholders with proxy forms which enable the shareholder to instruct its representative on each individual item on the agenda. The shareholders may decide between granting proxy to a representative of their own choice, or to the Chairperson of the Board.

The Board ensures that the General Meeting can elect an independent chairperson for the meeting. The Board also ensures that the resolutions and supporting information distributed are sufficiently detailed, comprehensive and specific to allow shareholders to form a view on all matters to be considered at the meeting. Shareholders will normally be able to vote on each individual matter, including each individual candidate nominated for election to the Board, the Nomination Committee and any other corporate bodies to which members are elected by the General Meeting. The minutes of the General Meeting are published on the Group’s website as soon as possible following the General Meeting.

The Annual General Meeting approves the Group’s annual financial statements and elects the members of the Board of Directors and the Nomination Committee as well as the auditor. The meeting is also a forum for presentation and discussion of other issues of general interest to shareholders. The Board ensures that the members of the Board and the chairperson of the Nomination Committee attend the Annual General Meeting, in person or by proxy. The date of the Annual General Meeting is published in the Group’s financial calendar for the year, also posted on the Group’s website. Notice of Annual General Meetings, including documentation relating to the items on the agenda and the recommendation of the Group’s Nomination Committee, is published at the Group’s website no later than 21 days before the Annual General Meeting is to be held.

The Group is not required to and does not have a Corporate Assembly.

The Group has a Nomination Committee comprising of three members elected by the General Meeting, for terms of up to two years. The current committee consists of Stian Folker Larsen (Chair), Fredrik D. Sneve, and Gunerius Pettersen.

The General Meeting elects the Chairperson of the Nomination Committee. In connection with the elections of Directors and members to the Nomination Committee, the Nomination Committee shall provide a proposal for candidates to the notice for the General Meeting. The Nomination Committee shall also present a proposal for the remuneration of the Board and of the Nomination Committee. The mandate described above is stated in Group’s Articles of Association. There are guidelines for the Nomination Committee.

The members of the committee are selected to take into account the interests of shareholders in general. The majority of the committee is independent of the Board and the executive personnel. The committee does not include any executive personnel or any member of the Group’s Board. The Nomination Committee has contact with shareholders, the Board and the Group’s executive team as part of its work. Its recommendations are explained.

Information regarding the composition of the Nomination Committee, which members are up for election, how input and proposals can be submitted to the Nomination Committee, and deadlines are posted on the Group’s website prior to the Annual General Meeting.

The Board is composed in a way that meets the Group’s need for expertise, capacity, and diversity, and with the aim of ensuring that the Board can attend to the common interests of all shareholders and operate independently of any special interests and function effectively as a collegial body. The principles for diversification in the Board are set out in the Group’s Equality and Diversity Policy.

The Board shall pursuant to the Articles consist of three to seven members. All members shall be elected by the General Meeting. The Chairperson is elected by the General Meeting. Members of the Board are elected for a period of up to two years, or a shorter period decided by the General Meeting, and may be re-elected. The Board currently has three members: Erik Sneve (Chair), Lars Ørving Eriksen, and Hannah Høydal. The Directors are presented in a separate chapter in this Annual Report and on the Group’s website.

The composition of the Board is such that it can operate independently of any special interests. The members are independent of the company’s executive management, of which none are in the Board.

The members of the Board are encouraged to own shares in the Group. Information on the Directors’ shareholdings in the Group, and information regarding Board meeting attendance is detailed in note 8 of the Consolidated Financial Statements.

The Board is ultimately responsible for administering the Group’s affairs and ensuring the Group’s operations are organised in a satisfactory manner. Moreover, the Board is responsible for establishing supervisory systems and for overseeing that the business is run in accordance with the Group’s core values and ethical guidelines. The Board prepares an annual plan for its work, with emphasis on objectives, strategy, and implementation. Furthermore, the Board approves the budget for the Group.

The Board has instructions for its own work as well as for the executive management with particular emphasis on clear internal allocation of responsibilities and duties. The instructions state how the Board and executive management shall handle agreements with related parties, including whether an independent valuation must be obtained. The Board should also present any such agreements in their annual Directors’ report.

The Board ensures that members of the Board and executive personnel make the company aware of any material interests that they may have in items to be considered by the Board. In material matters where the Chairman of the Board is, or has been, personally involved, such matters will be chaired by some other member of the Board.

The Group is currently not required to have an Audit Committee. The Board has considered establishing an Audit Committee and has concluded there is not a need for such a committee given the nature of the business. The same is currently the consideration regarding a possible Remuneration Committee.

The Group has a directors and officers liability insurance policy for a maximum liability of USD 10 million.

The Board evaluates its performance and expertise annually.

The Board ensures that the Group has sound internal control functions and appropriate systems for risk management tailored to the extent and nature of its operations and in accordance with the Group’s core values, ethical guidelines and social responsibility policy. A review of the Group’s most important risk areas and its internal control functions is conducted by the Board on an annual basis.

The Group is exposed to risks of various types, like climate risk (physical and transitional), regulatory and political risk, contract and counterparty risk, currency and inflation risk, project and operational risk, asset integrity risk, market and price volatility risk, liquidity and credit risk, key personnel risk, and compliance risk. The Group’s overall risk management seeks to minimise the potential adverse effects on the Group’s performance likely to be caused by its exposure to such risk factors.

The Group publishes quarterly and annual reports which include a risk section. The Group’s consolidated financial statements are prepared in accordance with IFRS® and IFRIC interpretations as adopted by the EU.

The remuneration of the members of the Board reflects the Board’s responsibilities, expertise, and time commitment, and the complexity of the Group’s activities. The remuneration is determined on a yearly basis by the General Meeting. The Directors are reimbursed for travelling, hotel and other expenses incurred by them in attending Board meetings or in connection with the business of the Group. The remuneration of the Board is currently not linked to the company’s performance.

In an Extraordinary General Meeting on 6 August 2025, in accordance with the recommendation from the Nomination Committee and a proposal based on the request from larger shareholders, it was approved to grant share options to the members of the Board. Further details are in Note 8 to the consolidated financial statements. The reason for this deviation from the Norwegian Code of Practice for Corporate Governance is shareholders having expressed a desire for the Board to be more incentivised and therefore to receive share options and to commit to purchasing Hermana shares.

According to the Code of Practice, members of the Board and/or companies with which they are associated should not take on specific assignments for the company in addition to their appointment as a member of the Board. Hermana deviates from this recommendation by procuring services from Magnora ASA through a management-services agreement, while Magnora’s CEO Erik Sneve and Investment Manager Hannah Høydal are members of Hermana’s Board. The reason for the deviation is that such an agreement is cost effective for Hermana after its spin-off from Magnora in 2024, and it is a temporary arrangement to keep costs low in this early stage. The agreement, hourly rates, time allocation and total costs are on market terms and approved by Hermana’s Board.

The remuneration of Board members consists of the fixed annual fee and the options granted in August 2025. Any remuneration in addition to normal Director’s fee is specifically identified in the annual report.

The Group has guidelines for the remuneration of executive personnel, approved by the General Meeting on 29 April 2025. The guidelines are available on the Group’s website and referred to in the Remuneration Report which is part of this annual report. The guidelines are clear and easily understandable, and they contribute to the Group’s commercial strategy, long-term interests and financial viability.

The Group’s arrangements in respect of salary and other remuneration shall help ensure the senior management and shareholders have aligned interests and are simple. The performance-related remuneration to executive personnel is subject to an absolute limit.

An important objective for the Group is to make sure the securities market is in possession of correct, clear and timely information about the Group’s operations and condition at all times. There shall be sufficient information on a timely basis to the market as the basis for a fair valuation of our shares.

The Board has established guidelines for the Group’s contact with shareholders beyond the scope of General Meetings – based on openness and equal treatment of all participants in the securities market. This includes timely and comprehensive reporting of the Group’s interim results and publication of the annual and quarterly financial reports. Information of significance for assessing the Group’s underlying value and prospects is reported through Oslo Børs and are made available on the Group’s website. Further details, such as financial calendar, contact details, shareholder information, and general updates and news about the Group, are published on the Group’s website.

The Group’s CEO is responsible for investor relations.

The Board will handle any possible takeover in accordance with Norwegian corporate law and its fiduciary duties. Neither the Articles of Association nor any underlying steering document prevent or limit the opportunity for investors to acquire shares in the Group, nor do they impose restrictions relative to takeover attempts or authorise measures to be taken by the Board to interfere.

The Board will not seek to hinder or obstruct an offer for the Group’s activities or shares unless there are strong reasons for this. In case of a takeover situation the Board will act in accordance with the provisions of the Norwegian Securities Trading Act and the Code, to ensure that the best interests of the Company and its shareholders are safeguarded.

The Board makes sure the auditor submits the main features of the audit plan to the Board annually. The auditor participates in meetings with the Board throughout the year. Also, the Board meets with the auditor, without executive management of the Group present, at least once a year to discuss the annual reporting including financial statements and sustainability information. At meetings where the annual accounts are dealt with, the auditor shall report on any material changes in the Group’s accounting principles and key aspects of the audit, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the Group’s executive management.

As part of the annual audit, the auditor reviews the Group’s internal control procedures and presents its findings to the Board, including any identified weaknesses and with proposals for improvement to the Board.

In connection with the issue of the auditor’s report, the auditor provides the Board with a declaration of independence and objectivity. The auditor participates in the Board meeting where annual financial statements are approved. The proposed remuneration of the auditor shows remuneration relating to statutory audit tasks and other assignments and is reported to the Annual General Meeting.

The Board has guidelines that cover the use of the auditor by the Group’s executive management for services other than the audit.

The Company’s external auditor is Deloitte AS, since 2023.

With 2025 being the first full year for Hermana following the carve-out and stock exchange listing in the previous year, the Board and management focused on the FPSO royalty revenues and the evaluation of potential additional investments.

Hermana received proceeds of NOK 88.7 million related to the Shell Penguins FPSO royalty agreement, settling the demerger receivable from Magnora ASA established in 2024. The proceeds resulted from the FPSO reaching two defined milestones, which were “first oil” and “first 4 million barrels”, respectively. Hermana has no further proceeds related to this FPSO.

The design royalty rights related to the Western Isles FPSO, currently awaiting redeployment, represent an expected larger and longer-term revenue. Hermana is entitled to USD 0.50 per barrel of oil equivalents produced and offloaded from the FPSO for its lifetime. The hull has a design life of 30-50 years. Media reported in January 2026 that the FPSO is marketed for sale and that there are several potential new owners. As of the reporting date, Hermana does not hold any information about a sale of the FPSO.

While the payments related to the Shell Penguins FPSO represented a significant positive net cash flow, the Group’s revenues and costs in 2025 were moderate. Operating revenue was NOK 1.2 million, operating expenses were NOK 6.4 million, operating profit was negative NOK 5.3 million and net loss was NOK 13.4 million. At year-end, cash and cash equivalents was NOK 104.3 million, there was no long-term debt and book value of assets was NOK 112.8 million.

In August, Lars Ørving Eriksen and Hannah Høydal were elected new members of the Board of Directors, and Morten Strømgren was appointed CEO. The Board and management have broad experience from investments, operations, and corporate development.

During the year, Hermana evaluated approximately 40 potential investments, of which several are still relevant. The company maintains an opportunity-driven and patient approach to capital allocation, exploring options that range from small- and mid-cap investments to transformational deals.

There have been no significant events after the reporting period that would materially affect the Group’s financial position or operations.

The Group is exposed to various types of risks, such as climate risk (both physical and transitional), regulatory and political risk, contract and counterparty risk, currency and inflation risk, project and operational risk, asset integrity risk, market and price volatility, liquidity and credit risk, key personnel risk, and compliance risk. Financial risk is considered to include currency, inflation, liquidity, credit risk, and partially other risk factors, as described in the following. The Group’s overall risk management aims to identify, assess, and mitigate material risks that could adversely impact the Group’s performance.

Climate risk: Both physical and transitional climate risks are considered significant. Rising global temperatures, increased frequency of extreme weather events, and shifting environmental conditions may affect offshore operations. While the Western Isles FPSO is designed to operate in harsh environments, physical climate risk could still impact uptime. Transitional climate risk includes evolving regulatory frameworks, such as changes in taxation, energy policy, and licensing regimes. Changes in licensing and permissions practices can for instance cause delays in field development and the deployment of FPSOs. A key mitigating factor is the mobility of the FPSO, which allows for relocation to more favourable jurisdictions or projects. The Western Isles FPSO is also technically adaptable for future electrification.

Regulatory and political risk: These risks are partially the same as mentioned under transitional climate risk above, but changes in taxation, energy policy, and licensing regimes may also be a result of political, economic, judicial and other factors. Such factors can influence both when and where the Western Isles FPSO is redeployed, and how much it will produce each year, relevant to the Group since royalty revenues are dependent on production volume.

Contract and counterparty risk: With contracts there is generally a possibility that the actual financial or legal outcomes differ from what was expected, due to uncertainty, ambiguity, or failure in performance by one or both parties. With currently one main contract for future royalty revenues, the Group has attention on maintaining clarity around the contract and that counterparties have a robust financial position. With suppliers and customers in general, there is a risk that unforeseen financial difficulties on the counterparty’s side may arise which could have material adverse effects on the cash flows and the financial condition of the Group.

Currency and inflation risk: Licence fees from the Western Isles FPSO are in USD, exposing the Group to currency fluctuations relative to NOK. This represents both risk and opportunity and is actively monitored. Inflation risk is also relevant, particularly as the USD 0.50 per barrel licence fee is not indexed. High inflation could erode the real value of this income stream and influence discount rates used in valuation models. The Group seeks to mitigate this through cost discipline and potentially investments in inflation-resilient assets.

Project and operational risk: Since the Group’s revenue is directly linked to oil and gas production from the Western Isles FPSO, it is dependent on this FPSO being redeployed on a field. Field development projects are complex and involve a final investment decision (FID) and various technical and economic factors determining the timing of production start. After this, production may be vulnerable to operational disruptions, reservoir underperformance and other operational risks that may impact income.

Asset integrity risk: Related to operational risk, we find also the risk of cyber-attacks and other outside factors concerning security and the Western Isles FPSO’s ability to operate. Other examples can be conflicts, wars, sabotage, and global logistics challenges. This accounts for most energy infrastructure, including FPSOs. Hermana maintains high attention on geopolitical and technological developments and on cyber security on a Group level.

Market and price volatility: Fluctuations in oil and gas prices, demand, supply, and the competitiveness of the Western Isles FPSO contribute to uncertainty around both timing and volume of future cash flows for the Group. Low oil and gas prices may, compared to high prices, postpone redeployment of the FPSO and reduce the volumes being produced.

Liquidity and credit risk: Although the Group has a robust balance sheet, and thus limited liquidity and credit risk, this may change if or when additional investments are made. Investments may be partially financed by a bank loan and/or other types of credit. For any new investments, the Group would also face the risk of returns below the cost of capital and potential liquidity constraints. These risks are addressed through rigorous investment analysis, disciplined capital allocation, and a strong balance sheet.

Key personnel risk: Like other small organisations, Hermana may be vulnerable to any loss of key personnel. Complete and timely documentation is important to mitigate this risk. Currently, key resources are hired in from Magnora based on a management services agreement. In a broader perspective, a pandemic or other events limiting personnel’s ability to perform work as planned could affect the Group’s performance.

Compliance risk: More precisely non-compliance risk includes the possibility of failing to maintain a high-standard, ethical business conduct. This concerns business partnerships and relations in both the existing and any new business. Failure to comply with laws, regulations and internal guidelines may harm society and the environment, jeopardise business relations, contracts, permits, employee loyalty, reputation, trust and future market access, and lead to legal processes. The probability of breach is considered low, but consequences could be large. Hermana has zero tolerance for corruption, bribery, money laundering and other behaviour not compliant with laws and regulations.

Overall, the Group continuously monitors its risk exposure at both the corporate and asset level. The main considerations and measures described above include financial risk in various forms.
While risk-taking is necessary to generate attractive returns, the Group avoids risks that do not offer commensurate rewards. The Group emphasises risk awareness, adherence to internal controls, and adequate actions to reduce and mitigate risk.

The Group aims at maintaining sound corporate governance routines that provide the basis for long-term value creation benefiting shareholders, other stakeholders and society at large.

As a guiding basis for its corporate governance, the Group uses the national Norwegian Code of Practice for Corporate Governance, of 28 August 2025. The status of corporate governance is addressed in the Corporate Governance section above.

The Company’s shares are listed on Oslo Stock Exchange and are freely transferable. The Company’s Articles of Association do not place any restrictions on owning, trading or voting for shares in the Company.

The members of the Board of Directors are presented in the Board of Directors and Senior management section above and on the Group’s website www.hermanaholding.com.

The Group maintains a directors and officers liability insurance policy (D&O) for a maximum liability of USD 10 million.

The Group is obliged to carry out due diligence in accordance with the OECD Guidelines for Multinational Enterprises, and to inform publicly about the Group’s organisation of its activities, areas of operation, guidelines, and routines to follow up actual and potential consequences for basic human rights and decent working conditions. Due diligence during the year has not identified material negative human-rights or working-conditions consequences of the Group’s activities. The related risk is discussed in the Sustainability section above. The Group has implemented guidelines, procedures, standards, and routines for due diligence as required by the OECD Guidelines. This together with a high level of awareness among the Group’s hired-in management is considered adequate efforts to mitigate the relevant risks. Further information about this is available on the Group’s website www.hermanaholding.com.

Operating revenue and other income for the year was NOK 1.2 million (compared to NOK 3.9 million in 2024). Revenue in 2025 was from advisory services, while the higher revenue in 2024 was royalties from the Western Isles FPSO which was in production in the first months of the year. Operating costs in 2025 were NOK 6.4 million (NOK 13.1 million in 2024), which is lower than in 2024 when the demerger and listing process generated extra costs. Operating costs in 2025 were mainly for management services delivered to the Group by Magnora ASA. The Group does not have significant activities or costs related to research and development. Profit before tax was negative NOK 13.7 million (positive NOK 0.9 million in 2024), and net loss was NOK 13.4 million (net profit of NOK 1.7 million in 2024). There was no return of cash to shareholders during the year.

The Group has accumulated tax loss carry-forward of NOK 423 million (compared to NOK 409 million as of year-end 2024), most of it is not recognised due to uncertainty of future taxable profit.

During 2025 net cash flow from operations was negative NOK 4.5 million (negative NOK 8.5 million in 2024). Net cash flow from investing activities was NOK 88.7 million (NOK 25.0 million in 2024), and net cash flow from financing activities was NOK 3.6 million (NOK 0 in 2024).

The Group received NOK 88.7 million settling the demerger receivable from Magnora ASA established in 2024. The proceeds were related to the Shell Penguins FPSO reaching two defined milestones.

As of year-end 2025, total assets amounted to NOK 112.8 million (NOK 122.4 million in 2024) whereof cash and cash equivalents was NOK 104.3 million (NOK 16.6 million in 2024). Total equity as of 31 December 2025 amounted to NOK 112.1 million (NOK 121.5 million in 2024) and the equity ratio was 99.3 percent (as in 2024). As of year-end, the Group does not have interest-bearing debt.

The Group has approximately NOK 1.7 billion (NOK 123.7 per share) of paid-in capital in excess of par value available for distribution of equity back to its shareholders.

In accordance with section 2-2 of the Norwegian Accounting Act, the Board confirms that the annual accounts have been prepared on a going concern assumption, which the Board believes is appropriate based on the Group’s financial prognosis, strategy and plans.

Hermana Holding ASA is the parent company of the Group. In 2025, Hermana Holding ASA delivered an after-tax loss of NOK 4.4 million (NOK 14.9 million in 2024). At year-end 2025, Hermana Holding ASA had assets totalling NOK 105.1 million (NOK 105.7 million in 2024), and the equity ratio was 99.4 percent (99.1 percent in 2024).

The Board of Directors has determined that Hermana Holding ASA had adequate equity and liquidity at the end of 2025. The Board has also considered the financial position overall, the results, the outlook for 2026 and the dividend policy.

On this basis, the Board proposes that the annual loss of NOK 4.4 million in the parent company Hermana Holding ASA be transferred in full to other equity as of 31 December 2025.

The design royalty rights related to the Western Isles FPSO represent an expected large and long-term revenue. Hermana is entitled to USD 0.50 per barrel of oil equivalents produced and offloaded from the FPSO for its lifetime, and the hull’s design life is 30-50 years. The Board has registered an active contracting market and several FPSOs having changed owner, as well as media reporting that a sales process is ongoing for the Western Isles FPSO. The Board anticipates new information about the outcome of this process and more clarity on redeployment and resulting royalty revenue for Hermana.

Hermana continues to evaluate investment opportunities in accordance with its capital allocation strategy, with a focus on value-accretive deployment of available funds.

The Board is fully dedicated to the journey ahead.

Hermana Holding ASA (“the Company”) is a limited liability company incorporated and domiciled in Norway. The address of its registered office is Karenslyst Allé 6, 0278 Oslo. The Company is listed on the Oslo Stock Exchange main list, ticker: HERMA.

Hermana Holding ASA and its subsidiary (together “the Group” or “Hermana”) are engaged in FPSO-related royalty activities, with the Group’s remaining royalty entitlement linked to the Western Isles FPSO. In addition, the Group evaluates potential equity and royalty-based investments for the deployment of available capital.

The financial statement of the Company and the consolidated statement of the Group, presented earlier in this report, was approved by the Board of Directors on 11 February 2026. The statements have been prepared under the assumption that the Company is a going concern, and that this assumption was appropriate at the date of approval of the financial statements.

Operating revenue in the current year relates solely to advisory services. The Company had no operating revenue in the prior year.

Revenue by country:

The Company has no employees. All remuneration expenses recognised in the financial statements relate to the Board of Directors and consist of fixed Board fees and share-based payments.

The Company does not maintain a pension scheme.

The remuneration of the Board of Directors was approved by the Annual General Meeting on 29 April 2025 and the Extraordinary General Meeting on 6 August 2025 concurrent with changes in Board composition.

Expenses related to auditor fees:

Deferred-income tax is computed using the liability method on temporary differences at balance sheet date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purpose. Tax-reducing temporary differences and losses carried forward are offset against tax-increasing temporary differences that are reversed in the same time intervals. Taxes consist of taxes payable (taxes on current year taxable income) and change in net deferred taxes.

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred-tax assets are recognised for unused tax losses only to the extent it is probable taxable profit will be available against which the losses can be utilised in the future. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. The recognised deferred-tax asset is most sensitive to expected future taxable profits.

No deferred tax asset has been recognised in respect of accumulated tax losses of approximately NOK 139 million, as the recognition criteria are not considered to be met.

Reconciliation of deferred tax assets:

Reconciliation of nominal tax rate and effective tax rate:

Information on remuneration to members of the Board of Directors is disclosed in Note 4 above.

During 2025, the Company provided advisory services to Magnora ASA. Magnora ASA held an ownership of 30 percent until June 2025, when it disposed of its remaining shares. Following the disposal, Magnora ASA continues to be a related party as it provides key management and administrative services to the Company under a management services agreement at agreed hourly rates.

During the year, the Company recognised expenses of NOK 5.1 million (2024: NOK 2.3 million) for services received from Magnora ASA. The Company also provided advisory services to Magnora ASA, with revenue amounting to NOK 1.2 million (2024: NOK 0 million).
Transactions with related parties are conducted at arm’s length terms.

Trade and other receivables are primarily amounts due from related parties and external service clients. They are non-interest-bearing and are normally due within 30–60 days.

Receivables are measured at nominal value less any provision for expected credit losses. The Company has procedures to monitor overdue balances and evaluate the need for impairment.

As of 31 December 2025, the composition of trade and other receivables was as follows:

Specification of trade and other receivables:

No significant credit losses were recognised during the year.

Cash and cash equivalents comprise cash at bank. These assets are carried at nominal value, which approximates fair value. The Company has no restrictions on the use of cash and cash equivalents as of the balance sheet date.

As of year-end 2025 and 2024, respectively, the composition of cash and cash equivalents was as follows:

Specification of trade payables and other current liabilities:

Shares owned or controlled by Board members and senior management, as of year-end in 2025 and 2024, respectively:

Reference is made to the Hermana Holding Remuneration Report 2025 for details of remuneration of the Board.

The Company’s activities expose it to a variety of financial risks which in a broad sense can include market risk, currency risk, interest rate risk, cash flow risk, price risk, credit risk and liquidity risk.

There have been no significant events after the reporting period that would materially affect the Group’s financial position or operations.

This remuneration report (“the Report”) is prepared by the Board of Directors of Hermana Holding ASA (“the Group”) in accordance with the Norwegian Public Limited Liability Companies Act (“the Companies Act”) Section 6-16 b with regulations. The Report contains information regarding remuneration of the Group’s Board for the financial year of 2025 in line with the applicable requirements. The Group has a management-services agreement with Magnora ASA that covers its executive management. This agreement is referred to in the consolidated financial statements note 16 Related party transactions. There are no employees in the Group.

The guidelines, approved by the Annual General Meeting 29 April 2025, are available on the Group’s website (www.hermanaholding.com) and an extract of these is the following:

• The purpose of the guidelines is to align interests between executive personnel and the Company’s shareholders and stimulate a strong and enduring value-based culture, and such contribute to long-term shareholder value.
• Any executive personnel are offered standard employment contracts with terms and conditions consistent with industry standard and in line with corresponding jobs in the industry.
• In case of termination of employment of CEO, severance payment may not exceed the amount of 12 months’ salary. Other members of Senior Management may not have severance pay, but if the Company invokes non-competition clause in the employment agreement, these shall receive compensation during the restrictive period, which may be up to six months. The total amount of such compensation is limited to maximum 12 G.
• The bonus part of the compensation represents alignment of Senior Management and Company goals and may, dependent on the result of an annual performance review, total up to maximum 150 percent of the fixed salary.
• There is no remuneration for Board directorships of companies within the Group or non-listed companies Hermana Holding ASA invests in.
• Each Board member receives an annual remuneration determined by the General Meeting on an annual basis. The Board remuneration is paid quarterly. The remuneration level is evaluated by the Nomination Committee in advance of each Annual General Meeting.
• The Board can choose to deviate from the guidelines if required by regulatory requirements, material changes in the Group structure or ownership, or if there are situations where the long-term interests of the Group require it. The reason for such deviations shall be included in the minutes of the Board meeting. Any deviations shall also be described in the annual remuneration report.

There have been no deviations from the remuneration guidelines in 2025.

Key events for the Group during the year:

• With 2025 being the first full year for Hermana following the carve-out and stock exchange listing in the previous year, the Group focused on FPSO royalty proceeds as well as evaluation of potential additional investments, while keeping costs on a relatively low level.
• Hermana received proceeds of NOK 88.7 million related to the Shell Penguins FPSO royalty agreement, settling the demerger receivable from Magnora ASA established in 2024.
• The design royalty rights related to the Western Isles FPSO did not generate revenues in 2025, but dependent on the plans for the FPSO, Hermana expects substantial revenue from this contract.
• Net loss was NOK 13.4 million. At year-end, cash and cash equivalents was NOK 104.3 million, and there was no long-term debt. Book value of assets was NOK 112.8 million.
• Hermana evaluated approximately 40 potential investments. The company maintains an opportunity-driven and patient approach to capital allocation, exploring options that range from small- and mid-cap investments to transformational deals.
• Changes in the Board were decided in the Annual General Meeting in April and in an Extraordinary General Meeting in August.
• Also relevant for the remuneration report is the composition of executive management. During the year, Hermana’s management consisted of resources hired in from Magnora ASA. From 1 January to 12 August, the CEO was Stein Bjørnstad (COO in Magnora ASA) and the CFO was Bård Olsen (CFO in Magnora ASA). From 13 August, the CEO and CFO was Morten Strømgren (SVP in Magnora ASA). The management-services agreement with Magnora ASA is referred to in the consolidated financial statements note 16 Related party transactions.

The General Meeting approves the remuneration of the Board of Directors. The directors hold no assignment in the Group other than the Board directorship. The remuneration of the Board consists of a fixed annual fee paid in quarterly instalments and share options. Board members’ relevant travel expenses are reimbursed. The Group also holds and covers the expense of a directors and officers (D&O) insurance covering the Board members for claims related to their directorships in any Group company. There were no claims against any Board member in 2025.

At the Annual General Meeting (AGM) on 29 April 2025, members of the Board of Directors and the Nomination Committee were elected, and the remuneration for these positions was approved. The Board remuneration was updated at an Extraordinary General Meeting (EGM) on 6 August 2025 concurrently with changes in the Board composition.

The following table gives an overview of changes in Board composition, level of fixed annual fee and other remuneration, valid in each of the periods 1 January – 29 April, 29 April – 6 August, and 6 August – 31 December:

The following table shows the remuneration in terms of fees, options, and total received by the members of the Board of Directors in 2025 and 2024, respectively.

2025:

Note: Torstein Sanness’ remuneration in 2025 consists of NOK 25k for being Board member until 6 August 2025 and NOK 41.7k for being observer in the Board from that date. (The Board member remuneration in the year is lower because he received no remuneration for being a Board member before 29 April 2025.)

Shares owned or controlled by members of the Board of Directors and Senior management at year-end 2025 and 2024, respectively:

The granted share options have the following characteristics, approved by the EGM on 6 August 2025: Each option entitles the holder to one share in the Company. The options will vest proportionally on a daily basis over a period of three years from the date of the EGM. All options will be vested and exercisable in case of completion of (i) a sale of a substantially all of the Company's assets and liabilities, (ii) a merger in which the Company is not the surviving entity, and (iii) voluntary or mandatory public offer pursuant to the Norwegian Securities Trading Act. Options granted shall have strike price equal to the average closing price of the Company's shares the last 3 months before the day of the grant plus 30%. The strike price shall be adjusted with dividend or other repayments of capital paid per share after the grant date. Exercisable options must be exercised within 5 years from the vesting date. It is a condition for exercising the options that the option holder is still a member of the Board of the Company, or that the resignation was due to death, serious illness, or significant disability.

No variable remuneration was paid during 2025 and therefore none reclaimed.

The Board considers that the remuneration complies with the company’s guidelines for remuneration of executive personnel. There were no employees in the Group during 2025. The EGM’s approval on 6 August 2025 of share options to the three members of the Board concerns a type of remuneration not explicitly included, and neither discouraged, in the remuneration guidelines. The rationale for the share options was, in line with requests from shareholders, to further incentivise the Board.

No deviations from the remuneration policy or the procedure for the implementation of the remuneration policy has been applied during 2025.

In 2025, there were no employees and no remuneration tied to the performance of the Company.