Year in brief
4
Highlights
5
Key figures
6
About Prosafe
7
CEO message
9
Governance
11
Senior executive management
12
Board of Directors
13
Board of Directors report
14
Corporate governance
24
Shareholder information
32
Sustainability
34
Introduction
35
Environment
43
Social
51
Business conduct
54
Financials
58
Consolidated financial statements
59
Parent Company financial statements
94
Declaration by the BoD and CEO
112
Auditor’s report
113
Appendix
118
Abbreviations
118
CONTENTS
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Highlights 2024
Revenue
139.8
million USD
2023: (67.8)
EBITDA
27.2
million USD
2023: (10.5)
Earnings per share
(2.61)
USD
2023: (USD 6.00)
Net cash flow
from operations
23.1
million USD
2023: (11.5)
Net cash flow
(27.8)
million USD
2023: (17.0)
Net profit (loss)
(46.7)
million USD
2023: (67.8)
Fleet utilisation
57.0%
2023: 41.0%
Operations
1,454
operating days
2023: 1,043
Investments
16.7
million USD
2023: (37.7)
Good operating and safety performance on all vessels
57% fleet utilisation. Four out of seven vessels with 99% utilisation for the year
Year-end backlog of USD 370 million, 44% YoY increase
Safe Boreas contract with 15 months firm period plus options
Safe Caledonia contract from June 2025 for six months plus options in the
UK North Sea sector
Backlog growth and improved market outlook create a platform to strengthen
liquidity and achieve a sustainable capital structure
Events after the reporting date:
Safe Concordia and Safe Scandinavia sold in H1 2025
Safe Zephyrus contract extended to Q3 2027
Agreement of terms for recapitalisation with lenders and shareholders
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Key figures
2024 2023 2022 2021 2020
Profit or loss
Operating revenue MUSD 139.8 97.7 198.9 141.1 56.7
EBITDA MUSD 27.2 (10.5) 61.4 24.9 (9.5)
Operating profit (loss) MUSD (14.2) (41.6) 31.9 (49.8) (864.3)
Net profit (loss) MUSD (46.7) (67.8) 1.5 927.9 (950.1)
Earnings per share (fully diluted) USD (2.61) (6.00) 0.17 263.3 (10,798.20)
Financial position
Total assets MUSD 442.7 492.7 500.0 492.8 587.7
Interest-bearing debt MUSD 415.9 419.5 422.2 423.3 1,509.4
Net interest-bearing debt MUSD 369.1 344.9 330.6 349.4 1,349.1
Book equity MUSD (13.2) 33.8 37.3 36.3 (948.5)
Book equity ratio % (3.0) 6.9 7.5 7.4 (161.4)
Liquidity
1
MUSD 46.8 74.6 91.6 73.9 160.3
Net working capital MUSD 4.5 5.1 9.8 (11.3) (8.9)
Net cash flow MUSD (27.8) 17.0 17.7 (86.4) (37.8)
Valuation
Market capitalisation at year-end MUSD 11.0 120.8 115.1 158.0 10.4
Share price NOK 6.99 68.8 128.2 158.4 1,080.0
Operations
Fleet utilisation rate % 57.0 41.0 70.6 54.5 20.4
Employees
Number of employees at year-end Employees in direct employment 281 255 182 103 99
HSSE
Lost time injuries Per millionworked hours 0.0 1.0 0.0 0.0 0.0
Total recordable injury frequency Per millionworked hours 2.00 3.68 0.00 0.00 1.81
Sick leave % of total working hours 1.21 0.99 1.31 0.27 0.46
1
Liquidity equals cash and deposits, and includes USD 2.3 million in restricted cash
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About Prosafe
Prosafe is a leading owner and operator of semi-submersible accommodation, safety and support vessels.
Prosafe owns and operates five semi-submersible accommodation,
safety and support vessels. In addition, the Company has two new
build accommodation vessels at the yard.
The versatile fleet comprises four dynamically positioned and one
passive position moored vessels, capable of operating in the most
demanding offshore environments.
Prosafe’s vessels support energy companies, primarily in global
offshore oil and gas markets. Operations are related to the lifecycle
of offshore installations such as maintenance and modification on
fields already in production, hook-up and commissioning of new
fields, tie-backs to existing infrastructure and decommissioning.
The vessels are operated in dynamic positioning (DP) mode by
use of own engines and thrusters or in a moored mode, while
being gangway connected via a telescopic gangway to the client’s
installation so personnel can safely walk to work. The vessels are
normally provided on a time charter basis where Prosafe crews and
operates the vessels.
Prosafe’s vessels have accommodation capacity for up to 500
people and offer high quality welfare and catering facilities, storage,
workshops, offices, cinema/auditorium, medical services, deck
cranes and lifesaving and firefighting equipment.
Prosafe has a long track record from demanding operations world-
wide, with leading operational performance and safety records.
The Company has extensive experience from operating gangway
connected to fixed installations, FPSOs, TLPs, Semis and Spars. The
main operating regions are the North Sea, Brazil and Gulf of Mexico.
Prosafe is listed on the Oslo Stock Exchange with ticker code PRS.
Vision
To be a leading and innovative provider of
technology and services in selected niches of
the global offshore energy industry.
Mission
To provide customers with innovative and
cost-efficient solutions in order to maximise
shareholder value and to create a challenging
and motivating workplace.
Strategy
To be the preferred provider of high-end
accommodation vessels globally.
Values
We Care, We Collaborate, We are ambitious
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1
Worldwide operations excluding Norwegian Continental Shelf (NCS)
2
Worldwide excluding North Sea (UK and NCS)
NCS – Norwegian Continental Shelf
TAMS – Thruster assisted mooring system
Vessels at a glance and current location
Brazil
Safe Eurus
DP3 – Worldwide
1
• Contracted to Petrobras until
February 2027
• 100 per cent utilisation in 2024
excluding SPS
Safe Zephyrus
DP3 – Worldwide
• Contracted to Petrobras into
September 2027
• 100 per cent utilisation in 2024
Safe Notos
DP3 – Worldwide
1
• Contracted to Petrobras until July 2026
• 100 per cent utilisation in 2024
excluding hull cleaning
Safe Caledonia
TAMS – UK North Sea
• Contracted to Ithaca Energy at the
Captain field in the UK North Sea
• Start-up in June 2025 after reactivation
work and SPS
• 6 months firm duration + up to
3 months of options
• Actively marketed
Safe Boreas
DP3 – Worldwide
• Contracted for work in Australia
with start-up between 1 Oct. 2025 and
1 April 2026
• To mobilise from the North Sea Q2 2025
after reactivation work and SPS
• 15 months firm duration + up to
6 months of options
North Sea and Rest of World
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CEO message
Building the platform for future value creation
In the past year, we have delivered material commercial progress with contract awards for Safe Boreas and Safe Caledonia and extensions
for Safe Zephyrus and Safe Concordia, building a stronger foundation for achieving a long-term sustainable capital structure.
Strong safety culture
We have a zero-incident mindset, meaning no accidents or incidents
are acceptable. Our business and long-term value creation are
founded on safe operations. Our 2024 health and safety statistics
were acceptable, with nil Lost Time Incidents (LTI) (2023:1). Sick
leave was low at 1.17 per cent, a small increase from 0.99 per cent
the previous year.
Improving market fundamentals
Demand for accommodation vessels is driven by the exploration
and production (E&P) industry investing in the maintenance
and modification of existing oil and gas infrastructure and
the installation of new production systems. In line with our
expectations, demand and day rates for late-cycle accommodation
services are responding to the ongoing multi-year investment
cycle in response to depletion of existing fields, high energy prices,
increased economic activity and intensified focus on energy security
with the conflicts in Ukraine and the Middle East.
While the transition to low-carbon societies is both desirable and
inevitable, we are a long way from having sufficient new energy
sources to enable a just transition. Therefore, oil and gas and the
related service industry will remain essential to ensuring access
to affordable energy in coming decades. This implies long-term
demand for our services across our core markets in Brazil and the
North Sea, and in emerging markets such as West Africa, South
America and Australasia.
Terje Askvig
Chief Executive Officer
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Brazil is at the forefront driving demand, confirmed by our recent
Safe Zephyrus extension and new tenders for multiple high-end
vessels as maintenance and safety units to support rapidly
expanding floating production infrastructure. These production
systems are required to deliver on Brazil’s target of growing
production from 3 million to 5 million barrels of oil per day by 2030.
The new Brazil tenders issued in 2025 are likely to absorb further
capacity from other regions, thus reducing available supply.
Maintenance activity in the UK North Sea disappointed again
due to the windfall tax. However, after two years of limited
accommodation activity on UK fields, the low point is behind us.
In the second quarter of 2025, the Safe Caledonia will start its
new contract for Ithaca Energy UK on the Captain field following
upgrades and SPS, and we are in discussions on further contract
opportunities in the UK and Norway for 2026 and onwards.
Operations
Four of our seven vessels were working in 2024 in Brazil and the
US Gulf of Mexico, with full-year utilisation at 57 per cent, up from
52 per cent in 2023. Commercial activity increased and resulted
in with new contracts for the Safe Boreas in Australia and Safe
Caledonia in the UK. Both contracts provide client prepayments to
finance vessel reactivation and SPSs, which are ongoing. We also
extended Safe Concordia to March 2025, and finally Safe Zephyrus
was extended to the third quarter of 2027 with Petrobras.
Finance
Financially, 2024 showed progress, but the reported results
continue to reflect that only part of the fleet is in operation and at
day rates below the current market on legacy contracts. Revenue
increased with 5 per cent. EBITDA was positive USD 27.2 million
compared to negative USD 10.5 million in 2023. Backlog grew 44 per
cent to USD 370 million with the new contracts and extensions.
Improved market fundamentals, increased backlog and high
operational efficiency support our expectations of future earnings
growth and have provided foundation for establishing a sustainable
capital structure prior to the 2025 debt maturities. We recently
presented a proposed refinancing developed in close cooperation
with our lenders, and which is supported by the majority of our
shareholders. This will now be presented to the general meeting for
final approval.
Outlook
Looking ahead it is clear that 2025 will be a more active year. Three
vessels remain on contract with Petrobras in Brazil throughout the
year. The Safe Boreas will mobilise to Australia and start the up to
23-month contract, options included, while Safe Caledonia will be
back at work in the UK Sector. With the Safe Caledonia reactivated,
we expect further opportunities to emerge in the region. We have
divested the Safe Concordia to a non-competitor due to significant
investments required to extend the operating life. We have also sold
the Safe Scandinavia for recycling to reduce costs. The vessel had
been in cold lay-up for over six years and had no immediate contract
opportunities.
The accommodation market supply-demand balance is favourable,
and we expect day rates to continue to increase. It is less likely that
additional supply from newbuild vessels will materialise in the near
future, and we control two of the last remaining new units at yard.
As the market leader, we are well positioned to secure further work
in Brazil at terms reflecting current market fundamentals. We are
also in discussions with operators in the North Sea for work in 2026
and onwards, and the Safe Boreas contract in Australia is a clear
confirmation of demand for high-end accommodation units outside
the traditional core markets.
We are very pleased with the support shown by our lenders and a
significant portion of our shareholders through the agreement for
refinancing announced 24 April 2025. This is an important step in
the refinancing of Prosafe. This agreement, in combination with the
improved balance sheet, will ensure that Prosafe continues to be
the world’s leading provider of floating accommodation vessels and
Units for Maintenance and Safety (UMS).
I would like to extend my gratitude to the entire Prosafe team who
work every day onshore and offshore to ensure we move towards
delivering safely on our full potential. I would also like to thank our
shareholders for their continued support as we build a sustainable
capital structure. Together, we can create a strong platform for
Prosafe to thrive in years to come and create material long-term
value for all our stakeholders.
Stay safe!
Terje Askvig
CEO
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Governance
Senior executive management
12
Board of Directors
13
Board of Directors report
14
Corporate governance
24
Shareholder information
32
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GovernanceGovernance
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Terje Askvig
CEO
Mr Askvig joined Prosafe in 2023. Mr Askvig has experience from
shipping, oil service, family office and private equity. Before joining
Prosafe, he was Operating Partner and Senior Advisor in Triton
Partners for 11 years, a leading European private equity firm.
Before joining Triton Partners, Mr. Askvig worked as CEO of Eitzen
Chemical for five years and seven years in Fred. Olsen & Co, latest as
Managing Director of Fred. Olsen Renewables.
During his period as partner with Triton Partners, he was Chairman/
Board member of DeepOcean, Chairman and “deal Captain” of
Nordic Tankers and Herning Shipping (Denmark), as well as holding
directorships on various other Triton related companies. He is also
serving on the board of OSM Thome Group, as well as chairing the
nomination committee of Höegh Autoliners.
Reese McNeel
CFO
Mr McNeel joined Prosafe in 2022. Mr McNeel has more than 20
years of experience from management and financial positions,
including offshore industry. Prior to joining Prosafe, he served as
Deputy Chief Executive Officer & Chief Financial Officer at Atlantica
Tender Drilling Ltd. and as Chief Executive Officer and Chief
Financial Officer of Sevan Marine ASA.
He holds a Master of Business Administration from the IESE
Business School in Barcelona and a degree in Finance and Economics
from Utah State University.
Ryan Stewart
CCO
Mr Stewart joined Prosafe in 2001 and has held several positions,
last as Chief Operations Officer. Prior to joining Prosafe, he held
various positions in the North Sea oil industry.
He holds an LLM in Oil and Gas Law from The Robert Gordon
University and a BSc in Engineering, also from The Robert Gordon
University.
Senior executive management
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Board of Directors
Glen Ole Rødland
Chair
Mr. Rødland has 13 years’ experience as an analyst and
corporate finance advisor from a leading Scandinavian
Investment Bank. He has been an investor and has
managed investments for private offices and Private
Equity for many years. The main focus of Mr Rødland is
on energy, shipping, oil service, aquaculture and other
commodity industries.
Mr Rødland also has considerable experience as a
board member and Chairman of several Norwegian
public companies and international companies. He
is currently Chairman of Prosafe, ABL Group, Pascal
Technologies, Borgestad ASA and Høganes Borgestad
AB, and Board member of Deep Value Driller and
Atlantica Tender Drilling.
Mr Rødland’s qualifications include an MBA and
Postgraduate Studies in Finance completed at
the Norwegian School of Economics and Business
Administration (NHH) and UCLA.
Birgitt Aagard-Svendsen
Non-executive Director
Ms Aagaard-Svendsen is a board professional with
an extensive board experience dating back to the
early 90-ties. Outside Prosafe, Ms. Aagaard-Svendsen
is Audit Committee Chairman of DNV Group AS,
Aker Solutions AS and KommuneKredit (Denmark),
and Board Member of Stiftelsen Det Norske Veritas,
Copenhagen Malmø Port AS and Otto Mønsted A/S.
Ms Aagaard-Svendsen has held several senior
management and CFO positions. At latest and until
2016 she was Chief Financial Officer of J. Lauritzen
for 18 years. During the period between 2011 and
2015, she was Chairman for the Danish committee on
Corporate Governance.
Ms Aagaard-Svendsen has a Constructional
Engineering degree from the Technical University
of Denmark and a Graduate Diploma in Business
Administration from the Copenhagen Business School.
In addition, miscellaneous executive programs at IESE
(Barcelona); IMD (Lausanne) and INSEAD (Paris).
Nina Udnes Trondstad
Non-executive Director
Mrs Udnes Tronstad is a board professional with
extensive board experience as an independent board
director for private and listed companies. Outside
Prosafe, she is currently Chair of Source Energy and
Board member of Norges Bank.
She has held senior executive roles in companies such
as former Statoil, Aker Solutions and Kvaerner and has
been Board member of Giek, Trelleborg AB, Peab AB,
Bladt Industries A/S and NTNU.
Mrs Udnes Tronstad has a MSc in chemical
engineering from the Norwegian University of Science
and Technology (NTNU) and resides in Norway.
Halvard Idland
Non-executive Director
Mr. Idland has more than 20 years of industrial
and financial investment experience in the oil and
gas industry in Norway and Brazil, having worked
in companies such as DNB, Aker Yards Brasil, DOF
Brasil and Pareto. Mr Idland is currently co-founder
and director of DBO Energy, a private upstream
E&P investments company, and of Janeiro Energy,
a company that develops and invests in energy
transition and technology.
Mr. Idland is currently also Board Member in Maha
Energy AB, Energi.ai AS and Chairman of the Board
for Dream Learn Work, an NGO providing technical
education for underprivileged youth.
Mr Idland has a M.Sc. in Economics and Business
Administration from the Norwegian School of
Economics (NHH).
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Board of Directors report
Prosafe SE, the “Company” or the “Parent Company”, is a leading owner and operator of semi-submersible
accommodation vessels. The Company and its subsidiaries are referred to as the “Group” or “Prosafe”.
At year-end 2024, Prosafe owned and operated six semi-
submersible accommodation, safety and support vessels and
one tender support vessel (TSV) that can also operate as an
accommodation vessel. The fleet offers high quality accommodation
and support services to the offshore oil and gas industry with a
global track record. The Parent Company is domiciled in Norway and
is the ultimate owner of all Group companies. Prosafe is listed on
the Oslo Stock Exchange with ticker code PRS.
Introduction
In 2024, Prosafe experienced increased activity with four units
working for the full year. The active vessels had 99 had per cent
utilisation. A total of USD 127 million of firm future revenue was
added to the backlog from new contracts for Safe Caledonia and
the Safe Boreas for 2025 and 2026 work, and options declared for
Safe Concordia during the year. Additionally, in early January 2025,
a USD 109 million contract extension for Safe Zephyrus was signed
with Petrobras.
Strategy
Prosafe’s strategy is to be a preferred supplier of high-end
offshore accommodation vessels and Units for Safety and
Maintenance (USM) globally. Prosafe expects improving demand
for accommodation vessels and services in the coming years led by
Brazil’s investment program for new Floating Production Storage
and Offloading (FPSO) units and required field maintenance in the
North Sea. Prosafe believes sector returns will improve on the back
of the increased demand for high-end vessels amid limited supply.
Operations and projects
At year-end, the fleet comprised seven fully owned vessels, plus
two new builds, the Safe Nova and the Safe Vega, at yard in China.
Vessel specifications and details of the current contracts can be
found on the Company’s website https://www.prosafe.com/fleet/
vessels/
Safe Notos has operated for Petrobras in Brazil since December
2016. The vessel is currently on a four-year contract that
commenced in 2022, in direct continuation of the previous contract.
Safe Eurus has been operating for Petrobras in Brazil since
December 2019. In February 2023, the vessel commenced its second
four-year period as a USM in direct continuation of the previous
contract.
In April 2023, Safe Zephyrus started operation for Petrobras in
Brazil on a 650-day contract. During 2024,Prosafe and Petrobras
agreed to a 954-day extension to the contract which was signed
in January 2025.
In August 2023, Safe Concordia commenced a 330-day firm contract
in the US Gulf of Mexico with up to six months of options to extend
the duration. During 2024, the client declared all options periods
and extended the work by further two months until March 2025.
In February 2025, Prosafe agreed to sell the vessel to an undisclosed
party for a gross price of USD 5 million. The vessel was delivered to
the new owner upon completion of the contract.
In March 2025, the Safe Scandinavia was divested for recycling.
In August, Prosafe signed a 15-month contract with up to six
months of options for Safe Boreas with a window for contract
start in Australia between 1 October 2025 and 1 April 2026. The
Safe Boreas will mobilise from the North Sea in second quarter
of 2025 after undergoing reactivation work and its five-yearly
special periodic survey. The value of the contract is approximately
USD 75 million to USD 100 million depending on options. The
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start-up window has been narrowed to mid November 2025 to
mid February 2026.
Also in August, Prosafe signed a contract with Ithaca Energy (UK)
Limited for the Safe Caledonia for accommodation support at
the Captain field in the UK North Sea commencing in June 2025
following reactivation work and special periodic survey. The firm
duration is six months with up to three months of options, and
the total value of the contract is approximately USD 26 million to
USD 37 million depending on options.
Prosafe places a high priority on its responsibility towards
sustainable business, aligning its business strategy with its core
values of protecting the environment, people and compliance
with governance standards. Prosafe works closely with clients and
stakeholders to reduce negative impacts to the air, sea or other
stakeholders from operations.
Order backlog
The total order backlog
1
on 31 December 2024 amounted to
USD 370 million of which USD 334 million relates to firm contracts
and USD 36 million relates to options. The backlog includes the
contracts awarded to Safe Boreas, Safe Caldonia and Safe Zephyrus,
as well as the extension period for Safe Concordia. The secured
utilisation for 2025 is currently 70.0 per cent.
Market
The market for offshore accommodation vessels is driven by
maintenance, modification and life extension of existing oil and
gas infrastructure as well as the hook-up and installation of
new platforms and FPSOs. Investments in oil and gas activity are
expected to increase in the coming years, which is expected to lead
to higher offshore activity and demand. Several new FPSOs will
come on stream, in different regions, over the next years, which is
expected to further drive demand for accommodation vessels.
Brazil
The main demand driver in Brazil is investments in maintenance
and modification work on the large and growing fleet of FPSOs.
Semi-submersible accommodation vessels remain the preferred
design for long-term charter contracts with Petrobras and
other international FPSO operators. Prosafe considers Brazil
and the nearby region as a key market. Demand for high-end
accommodation vessels is increasing with eleven units active in
2024, up from five units in mid-2018.
Recently, Prosafe signed an extension for Safe Zephyrus. Long-term
work in Brazil for high-end units could further reduce available
capacity in the North Sea and other markets going forward.
North Sea: Norway and UK
The North Sea (UK and Norway) is a key market. In 2024, the
Company had two vessels idle and available for charter in the North
Sea. Both these units have been awarded contracts and will start or
mobilise to work in Australia and the UK North Sea in 2025.
Beyond 2025, the Company expects higher activity levels due
to increased demand for accommodation to meet project
requirements in both Norway and the UK as North Sea operators
are planning significant maintenance and tie-in campaigns. There
is ongoing bidding for 2026 and onwards with potential contract
awards in 2025.
Future accommodation vessel demand will likely be driven by the
continued need for oil and gas throughout the energy transition
and high energy prices motivating investments in field development
and maintenance. The timing of demand will ultimately depend on
several factors including, amongst others, capacity in the offshore
industry supply chain, the timing of project investment decisions
and execution, the oil price and the regulatory environment.
Rest of the world
Demand for semi-submersible offshore accommodation units
in geographical markets outside the North Sea and Brazil is
characterised by low visibility. Opportunities are monitored and
pursued on an opportunistic basis as confirmed by the contract
award for Safe Boreas in Australia.
1
Order backlog = amount of contracted revenue not yet recognised in the income statement
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Health, safety, security and the environment (HSSE)
Robust HSSE performance is fundamental to all Prosafe’s
operations. Prosafe works proactively and systematically to reduce
incidents, injuries and absence.
Prosafe operates with a zero-incident philosophy which means that
no accidents or serious incidents are acceptable. Multiple initiatives
have been implemented over the years to further strengthen the
safety culture. These and new initiatives will be continuously
developed to improve safety performance.
In 2024, Prosafe recorded no incidents classified as a Lost Time
Injury (LTI) (2023: 1), i.e. those injuries resulting in an employee
being absent from the next work shift due to the injury. Sick leave
was 1.17 per cent in 2024, an increase from 0.99 per cent in 2023.
In 2024, Prosafe had no accidental discharges to the natural
environment (2023: 1). Prosafe continues to actively work to avoid
accidental discharges and reduce emissions by adapting its fleet and
operating procedures and practices. This includes continued focus
on energy management after being ISO 50001 Energy Management
accredited in January 2022.
The impact to the external environment from Prosafe’s operations
is reported in detail in the sustainability section of this report.
Human resources and diversity
Prosafe’s offshore headcount will fluctuate as a function of each
contract, which is characterised by both long- and short-term
contracts with international mobilisations. The offshore crews in
certain geographical locations may consist of agency personnel on
short-term, contract-specific engagements in addition to full time
crew.
Prosafe had 281 employees at the end of 2024 (average 268),
compared with 255 in 2023 (average 222). The increase is mainly
due to the nationalisation of crew in Brazil where Prosafe has long-
term contracts.
The voluntary employee turnover in the Group was 17.2 per cent
in 2024, compared with 15.7 per cent in 2023. The increase reflects
higher activity in the year with four vessel working for the full year.
Prosafe operates an equal opportunity policy. Men have, however,
traditionally made up a greater proportion of the recruitment
base for offshore operations, and this is reflected in Prosafe’s
gender breakdown. Prosafe aims to offer the same opportunities
to all and there is no discrimination with respect to recruitment,
remuneration or promotion, age, disability, gender, marriage and
civil partnership, pregnancy and maternity, nationality, religion or
belief, and sexual orientation.
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Corporate Social Responsibility reporting
Prosafe considers Corporate Social Responsibility (CSR) as an
integral part of being an efficient, future looking and value-
generating business for its stakeholders. Prosafe is committed to
maintaining high ethical, social, environmental and governance
standards, identifying, addressing and reporting its impact, and
creating sustainable values for the benefit of its stakeholders and
the society at large wherever the Company operates.
Prosafe is committed to identifying, addressing and reporting its
sustainability impacts. The Company has established governance
and management structures which clearly set out the responsibility
and accountability within the business for Environmental, Social
and Governance (ESG) impacts. The company uses internationally
recognised standards for identifying (GRI) and reporting (SASB)
material topics.
In 2024, Prosafe completed its double materiality assessment. The
scope of future sustainability reporting will be considered in light of
new regulations which aim to reduce complexity for companies of
Prosafe’s size as proposed in the EUs Omnibus package announced
in February 2025.
Prosafe is committed to the highest standards of business ethics
and shall comply with all applicable laws, including the Norwegian
Transparency Act and the UK Modern Slavery Act, regulations and
the Company’s policies and procedures.
To meet the requirements of the Transparency Act, Prosafe
endeavours to ensure that its Health, Safety, Security,
Environmental, Quality (HSSEQ) and Corporate Social Responsibility
(CSR) principles, including those relating to conflicts of interest,
Anti-corruption, Human Rights, and Labour Standards are
integrated in our operations and those of our Supply Chain. A full
Norwegian Transparency Act Statement is published as a separate
report to this annual report.
Corporate governance
Sound corporate governance is a priority for maintaining and
strengthening confidence in Prosafe among shareholders, capital
markets, clients and other stakeholders. Corporate governance helps
to ensure maximum value creation over time in the best interest
of shareholders, employees and other stakeholders. Prosafe’s
corporate governance framework is based on the Norwegian Code
of Practice for Corporate Governance of 14 October 2021. Please see
the separate Corporate Governance section of the annual report for
more information.
On 7 May 2024, the Annual General Meeting re-elected Glen Ole
Rødland (Chair), Birgit Aagaard-Svendsen, Nina Udnes Tronstad
and Halvard Idland to the Board of Directors. On 30 December
2024, Gunnar Winther Eliassen, who was elected Director and
Deputy Chair of the Board at the Extraordinary General Meeting on
22 February 2024, resigned as Director. At 31 December 2024, the
Board comprised of four members. The remuneration of the Board is
disclosed in note 6 to the consolidated accounts.
The Company has a Directors & Officers liability insurance that
covers Directors and executive management. The total limit of the
coverage is USD 40 million.
Financial results, financing and financial position
of the Group
(The figures in brackets correspond to the 2023 comparatives)
Income statement
Operating revenues totalled USD 139.8 million in 2024 (USD 97.7
million), while fleet utilisation
2
increased to 57.0 per cent (41.0 per
cent). The increase in utilisation reflects that four rigs were working
the full year with 99 per cent utilisation during the year.
Operating expenses increased to USD 112.6 million (USD 108.2
million), due to higher utilisation.
Depreciation, amortisation and impairment amounted to USD 41.4
million (USD 31.1 million). The increase was mainly due to an
impairment of Safe Concordia which was sold in February 2025.
The operating loss was USD 14.2 million (USD 41.6 million).
Interest expenses totalled USD 31.1 million (USD 30.9 million).
For further information, refer to note 10 and note 14 of the
consolidated accounts.
Financial items other than interest expenses were positive USD 0.7
million (negative USD 0.7 million). Refer to note 9, 10 and note 14 of
the 2024 consolidated accounts for more details.
2
Utilisation = actual vessel days in operation in the period / possible vessel days in the
period x 100
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Tax expense for 2024 was USD 2.1 million (income of USD 5.4
million), mainly related to the reversal of a UK tax provision from
2016 after a His Majesty’s Revenue & Customs (HMRC) ruled in
Prosafe’s favour in 2023.
Net loss amounted to USD 46.7 million (USD 67.8 million), resulting
in loss per share of USD 2.61 (USD 6.00). Fully diluted loss per share
was USD 2.61 (USD 6.00).
At year-end, Prosafe had 17,868,651 ordinary shares outstanding.
Financial position
Total assets amounted to 442.7 million (USD 492.7 million) at
the end of 2024. Investments in tangible assets totalled USD 14.4
million (USD 33.9 million).
At year-end 2024, the Group had a total liquidity reserve in the form
of liquid assets (cash and deposits) of USD 46.8 million (USD 74.6
million). Total restricted cash at year-end 2024 was USD 2.0 million
(USD 2.2 million).
Total shareholders’ equity amounted to negative USD 13.2 million
(USD 33.8 million), resulting in an equity ratio of (3.0) per cent
(6.9 per cent).
Interest-bearing debt decreased to USD 415.9 million (USD 419.5
million) at year-end.
The interest-bearing debt agreements are subject to termination,
repayment or buy back clauses in the event of a change of control
of the Group (as control is defined in the relevant agreements). The
Group complied with the only financial covenant of USD 28 million
minimum cash at year-end 2024
3
. Please refer to note 14 of the
consolidated accounts for further information.
Net cash flow in 2024 was USD (27.8) million (USD (17.0) million).
The decrease in cash flow is mainly due to positive cash flow from
financing activities driven by share issues completed in 2024.
Net cash flow from operating activities amounted to USD 23.1
million (USD (11.5) million). The increase is mainly due to higher
utilisation. Total cash flow used in investment activities amounted
to USD 14.4 million (USD 33.9 million), mainly related to long lead
items for special periodic survey (SPS) in 2025, vessel upgrades and
maintenance to comply with contract requirements.
Financial results and financial position of the Parent
Company
The net loss for the year amounted to USD 45.7 million (USD 58.5
million). Net financial items amounted to a loss of USD (28.5)
million (USD (26.5) million).
Total net assets for the year amounted to negative USD 40.4 million
(positive USD 4.5 million).
Dividends
Prosafe’s long-term objective is to provide shareholders with
a competitive, risk-adjusted yield on their shares through a
combination of share price appreciation and direct return in the
form of dividend.
Under the latest amended and restated facility agreements
following the restructuring in December 2021, dividends may only
be paid after obtaining prior written consent of two thirds of the
lenders.
As the Company has resolved to reduce the share capital for
coverage of loss that cannot be covered otherwise without notice
to the creditors, a resolution to distribute dividends may not be
adopted until three years have elapsed from the registration in the
Norwegian Register of Business Enterprises in May 2022 unless the
share capital subsequently has been increased by an amount at
least equal to the reduction.
Going Concern
The Board of Directors confirms that the accounts have been
prepared under the assumption that the Company is a going
concern. In 2024, the combination of a slow North Sea market and
investments related to preparations for new contracts impacted
liquidity. At 31 December 2024, Prosafe complied with the
minimum liquidity covenant.
During 2024, Prosafe initiated discussions with its lenders to
establish a sustainable capital structure. The discussions reflected
Prosafe’s growing contract backlog, investments required for
3
The Minimum Liquidity is calculated on each quarter date and excludes cash balance
held under the New Group (Prosafe Offshore Holding Pte. Ltd., Safe Eurus Singapore Pte. Ltd.,
Axis Nova Singapore Pte. Ltd. and Axis Vega Singapore Pte. Ltd). As of end December 2024,
the New Group’s cash position was USD 2.3 million (USD 4.3 million).
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new contracts, the expectation that the liquidity covenant would
be challenged during the second quarter of 2025, as well as the
December 2025 debt maturities.
On 24 April, Prosafe announce that it has agreed the terms of a
recapitalisation (the “Transaction”) with lenders representing the
Company's USD 250 million loan facility and its USD 93 million loan
facility (the “Existing Facilities”), subject to final approvals being obtained
by all lenders. The Transaction is also supported by shareholders
representing 54% of the shares in the Company.
The Transaction involves the equitisation of USD 193 million of the
Existing Facilities in return for 90% of the shares in Prosafe post
Transaction. Existing shareholders will initially hold 5% of the shares in
the Company and will be offered an additional 5% of shares in the form
of penny warrants (at EUR 0.01 per share).
The Transaction also includes a reinstatement of the Existing Facilities
and new money financing on the following basis (together, the “New
Facility”):
a. a super senior secured facility of USD 150 million, comprising (i)
USD 75 million by way of new money injections, backstopped by
an ad hoc group of creditors, and (ii) USD 75 million of elevated
and reinstated debt under the Existing Facilities, each maturing
31 December 2029 (or, subject to certain conditions, the date on
which the Eurus Seller's Credit falls due); and
b. a reinstated senior secured facility comprised of USD 75 million
of reinstated debt maturing 31 December 2029 (or, subject to
certain conditions, the date on which the Eurus Seller's Credit
falls due).
The post Transaction shareholdings above are calculated based on an
assumption of full exercise of shareholder warrants, but before any
new management incentive program which may be established post
Transaction.
The Transaction shall include the following features (among other
things):
a. the establishment of a new Norwegian domiciled holding
company, shares of which will be charged to lenders under the
New Facility, to be interposed between the Company and certain
of its subsidiaries;
b. no fixed amortisation in respect of the New Facility, which shall
be repayable in full at maturity;
c. a fee (the “Fee”) shall be payable to the lenders of the super
senior secured facility of USD 5 million at maturity; and
d. interest of SOFR + margin (sized to 11% per annum) on the New
Facility, payable in cash. The senior secured facility will include
the ability for the Company to pay 2% cash interest and 9% PIK
interest as an alternative to 11% full cash interest subject to
certain conditions.
The Transaction will provide the Company with a sustainable capital
structure and sufficient liquidity to meet its capital expenditure
and working capital needs for the foreseeable future. Total gross
debt post the Transaction will be approximately USD 306 million,
consisting of a USD 155 million super senior facility (including
the Fee), a USD 75m senior facility and the USD 75.5 million
remaining Cosco Seller’s Credit for Safe Eurus. Total net debt
post the Transaction will be approximately USD 220 million, with
unrestricted liquidity (after transaction costs) of approximately
USD 80 million.
Transaction completion is subject to agreeing customary
documentation with lenders and shareholders, final lender
approvals and formal shareholder approvals (including approval at
an extraordinary general meeting of the Company’s shareholders).
The Company has been granted a waiver from its lenders under
the existing USD 250 million loan facility and a forbearance from
its lenders under the existing USD 93 million loan facility until
31 July 2025, in both cases with respect to interest payments. The
minimum liquidity covenant under the respective facilities has also
been reduced to USD 10m.
The Company aims to conclude the Transaction by Q3 2025.
The Company will make further announcements as and when
there are further developments regarding implementation of the
Transaction. Notice to convene an extraordinary general meeting of
the Company’s shareholders to approve the Transaction was issued
25 April 2025.
Having assessed all available information about the future, the
Board and management have prepared the annual account for 2024
on a going concern basis. Refer to Note 14 for information on the
minimum liquidity covenant. For more information refer to note 2
of the consolidated accounts.
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Shareholders and share capital
At 31 December 2024, the 20 largest shareholders held a total of
68.6 per cent of the issued shares. The number of shareholders was
4,069. Please see the Shareholder Information section of the annual
report for more information.
As at 31 December 2024, Prosafe had an issued share capital of
17,868,651 ordinary shares, all at a nominal value of EUR 1.25 each.
Selected employees have been offered share options to the
Company’s shares as an element of employee renumeration. If
the Company has own shares, the Company may allot own shares
instead of issuing new shares when share options are exercised.
All share options are offered at strike prices that reflect the market
price of the shares at the time of allotment of the rights.
The Company’s loan agreements include change of control clauses
as well as restrictions on mergers, acquisitions, investments,
additional financial indebtedness and dividends. The loan
agreements also include a cash sweep provision and a quarterly
minimum liquidity covenant. Lender consent under the loan
agreements requires two-thirds lender approval. More information
is provided in note 14 to the consolidated accounts.
Further information on the share capital and changes are described
in note 13 to the consolidated accounts.
Risk
Prosafe categorises its primary risks under the following headings:
strategic, commercial, operational, compliance and legal, financial,
climate and cyber-security related. The Group’s Board of Directors
and senior executives manage these risk factors through continuous
risk assessments, reporting and periodic reviews in management
and Board meetings, and as part of the rolling strategy and planning
processes.
The Group aims to create shareholder value by allocating capital and
resources to the business opportunities that yield the best return
relative to the risk involved within its specified strategic direction.
Prosafe seeks to reduce its exposure to operational, financial
and compliance related risk through proper operating routines,
the use of financial instruments and insurance policies. The
Company has no hedging facilities available following the financial
restructuring 2021.
Commercial risk comprises macro factors such as oil price and
industry specific factors such as the supply/demand balance,
competitive position, new development solutions, climatic
conditions, and new ways of executing offshore projects.
In addition, the demand for accommodation units is sensitive to
other incidents that may impact the general state of the world
economy, general activity and spend levels, and demand for natural
resources. Global incidents like pandemics and conflicts with a
material impact on capital markets and the oil price may negatively
impact activity in the oil and gas industry, and thereby also demand
for accommodation services.
The Group is exposed to financial risks such as currency risk, interest
rate risk, financing and liquidity risk, credit risk and counterparty risk.
Prosafe maintains an active overview of and relations with lenders,
capital market participants and investors to secure the best possible
access to capital markets if and when needed.
Prosafe is exposed to liquidity risk, which is the risk that Prosafe
will not be able to meet its financial obligations when they become
due. Liquidity risk sources include, but are not limited to, contract
cancellations, customers not paying charter rates under contracts
and low demand for accommodation vessels in the future. Prosafe
manages liquidity at the Group level as per the Board approved
Finance Policy. The Group monitors the liquidity development and
the risk of insufficient capital by rolling cash flow forecasts. Liquidity
is managed on a low risk and highly liquid basis, primarily in
deposits with its main lending banks. The Group has in March 2025
agreed a forbearance with its lenders reducing the cash covenant
ti USD 10 millions and that interest payments are deferred to loan
maturity. This reduces the risk of early repayment of loans, however
there is a risk of not being able to refinance before maturity.
Prosafe Annual Report 2024Prosafe Annual Report 2024
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Prosafe reports in USD and generates income primarily in USD,
whereas a large part of its operating costs is in other currencies
such as GBP, Euro, Brazilian Real and Norwegian Krone. The currency
mix will, however, vary with areas of operation. This exposure as
identified based in rolling forecasts may be hedged according to
the Group’s Finance Policy. Interest rate- and currency risk were
unhedged at year-end.
The Group carries out credit checks on clients as part of its tendering
processes and has a history of minimal loss from debtors. There are
no material overdue receivables as at year-end.
Prosafe is committed to ensuring the highest standards of data
security and privacy for its employees, stakeholders and clients.
To achieve this, the Company complies with GDPR regulations
and best practices and has in place a number of procedural and
organisational controls and protective measures. This includes
continuous evaluation of new options to improve cyber-security
measures, including control of remote access to IT and OT systems,
and mail security. Prosafe also runs security awareness campaigns
to educate its employees on best practices for working from home
and maintaining data security vigilance.
Further information on financial risk management is provided in
note 18 to the consolidated accounts.
The main features of Prosafe’s risk management process are
available on the website at https://www.prosafe.com
Internal controls
Internal control is ensured in accordance with Prosafe’s policies and
procedures which aim to ensure the effectiveness and efficiency of
its operations, reliability of its financial reporting and compliance
with applicable laws and regulations. These policies and procedures
are designed, inter alia, to safeguard assets and protect from
accidental loss or fraud.
In addition, the policies and procedures are reinforced by the
organisation and the competence of its personnel, segregation of
duties, regular risk assessments, internal reporting, management
meetings, Board meetings and the Audit Committee.
In respect of internal controls relating to the preparation of
financial statements, the Board demonstrates independence
from management and exercises oversight of the development
and performance of internal controls. Management establishes,
with Board oversight, structures, reporting lines, and appropriate
authorities and responsibilities. In addition to the ongoing reviews
by executive management, annual reviews and assessments are
carried out which are approved by the Board in respect of risk
management and internal controls.
The Group carries out regular reviews to ascertain whether the
internal controls are present and functioning and evaluates
and communicates any internal control deficiencies in a timely
manner to those parties responsible for taking corrective action,
including senior management and the Board, as appropriate. Audits
carried out by external parties like the financial auditor, clients
and regulatory authorities and the reporting and follow-up of
these are important elements to ensure continuous focus on and
improvement of internal controls.
The Group has during 2024 prepared for implementation of a new
ERP system in early 2025 to strengthen its internal controls
Subsequent events
In February 2025, the Group entered into an agreement to sell Safe
Concordia for USD 5 million before commissions and expenses.
In March 2025, the Group entered into an agreement to sell Safe
Scandinavia for recycling for USD 3 million before commissions and
expenses
On 24 April, Prosafe announce that it has agreed the terms of a
recapitalisation (the “Transaction”) with lenders representing the
Company's USD 250 million loan facility and its USD 93 million
loan facility (the “Existing Facilities”), subject to final approvals
being obtained by all lenders. The Transaction is also supported by
shareholders representing 54% of the shares in the Company.
The Transaction involves the equitisation of USD 193 million of the
Existing Facilities in return for 90% of the shares in Prosafe post
Transaction. Existing shareholders will initially hold 5% of the shares
in the Company and will be offered an additional 5% of shares in the
form of penny warrants (at EUR 0.01 per share).
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The Transaction also includes a reinstatement of the Existing
Facilities and new money financing on the following basis (together,
the “New Facility”):
a. a super senior secured facility of USD 150 million, comprising (i)
USD 75 million by way of new money injections, backstopped by
an ad hoc group of creditors, and (ii) USD 75 million of elevated
and reinstated debt under the Existing Facilities, each maturing
31 December 2029 (or, subject to certain conditions, the date on
which the Eurus Seller's Credit falls due); and
b. a reinstated senior secured facility comprised of USD 75 million
of reinstated debt maturing 31 December 2029 (or, subject to
certain conditions, the date on which the Eurus Seller's Credit
falls due).
The post Transaction shareholdings above are calculated based on
an assumption of full exercise of shareholder warrants, but before
any new management incentive program which may be established
post Transaction.
The Transaction shall include the following features (among other
things):
the establishment of a new Norwegian domiciled holding company,
shares of which will be charged to lenders under the New Facility, to
be interposed between the Company and certain of its subsidiaries;
no fixed amortisation in respect of the New Facility, which shall be
repayable in full at maturity;
a fee (the “Fee”) shall be payable to the lenders of the super senior
secured facility of USD 5 million at maturity; and
interest of SOFR + margin (sized to 11% per annum) on the New
Facility, payable in cash. The senior secured facility will include
the ability for the Company to pay 2% cash interest and 9% PIK
interest as an alternative to 11% full cash interest subject to certain
conditions.
The Transaction will provide the Company with a sustainable capital
structure and sufficient liquidity to meet its capital expenditure
and working capital needs for the foreseeable future. Total gross
debt post the Transaction will be approximately USD 306 million,
consisting of a USD 155 million super senior facility (including
the Fee), a USD 75m senior facility and the USD 75.5 million
remaining Cosco Seller's Credit for Safe Eurus. Total net debt
post the Transaction will be approximately USD 220 million, with
unrestricted liquidity (after transaction costs) of approximately
USD 80 million.
Transaction completion is subject to agreeing customary
documentation with lenders and shareholders, final lender
approvals and formal shareholder approvals (including approval at
an extraordinary general meeting of the Company's shareholders).
The Company has been granted a waiver from its lenders under
the existing USD 250 million loan facility and a forbearance from
its lenders under the existing USD 93 million loan facility until
31 July 2025, in both cases with respect to interest payments. The
minimum liquidity covenant under the respective facilities has also
been reduced to USD 10m.
The Company aims to conclude the Transaction by Q3 2025.
The Company will make further announcements as and when
there are further developments regarding implementation of the
Transaction. Notice to convene an extraordinary general meeting of
the Company's shareholders to approve the Transaction was issued
25 April 2025. The Board and management view that achieving
a long-term sustainable financial structure is realistic and have
therefore prepared the annual report on a going concern basis.
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Outlook
Prosafe is well positioned in a market with increasing demand,
utilisation and day rates. Material commercial progress in 2024 has
led to increased revenue backlog and visibility on utilisation into 2027.
The Company is focused on capturing relevant market opportunities
which provide sustainable day rates for long-term value creation in
a tightening market. Prosafe expects that the increase in utilisation,
improved rates and earnings growth will provide a favourable
backdrop for refinancing and fleet growth, including potentially
taking delivery of Safe Nova and Safe Vega from the COSCO yard.
The Company will seek to play an active role in any future
consolidation of the offshore accommodation market. The Company
may also consider adjacent business development opportunities
within niches of the energy sector as well as other ocean industries
where Prosafe can on a sustainable basis create shareholder value.
30 April 2025
The Board of Directors of Prosafe SE
This document is signed electronically
Glen Ole Rødland
Non-executive Chair
Birgit Aagaard-Svendsen
Non-executive Director
Nina Udnes Tronstad
Non-executive Director
Halvard Idland
Non-executive Director
Terje Askvig
Chief Executive Officer
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Corporate governance
Prosafe SE is committed to ensuring that high standards of corporate governance are maintained to support the
greatest possible value creation over time in the best interests of shareholders, employees and other stakeholders.
Prosafe SE is a European public Company (Societas Europaea) listed
on the Oslo Stock Exchange. The corporate governance framework
forms the basis for a transparent business model with a clear
segregation of roles, responsibilities and accountabilities between
shareholders, the Board of directors and executive management.
Corporate governance in the Company follows the principles
contained in the Norwegian Code of Practice for Corporate
Governance in its latest version of 14 October 2021 (the “Code of
Practice”).
1. Implementation and reporting on corporate governance
This report on Corporate Governance accounts for the Company’s
corporate governance principles and practices as required by the
Accounting Act Section 3-3b and how Prosafe complies with the
Code of Practice. Application of the Code of Practice is based on the
“comply or explain” principle, which stipulates that any deviations
from the Code should be explained. In the Company’s own
assessment, Prosafe deviated from section 2, 11 and 14 of the Code
of Practice at year-end 2024.
• Equity and capital structure are not considered appropriate to the
Company’s objective, strategy and risk profile
• The Board of Directors have been granted share options in
Prosafe in exchange for reduced remuneration to ensure that the
Board have a meaningful part of their compensation tied to the
Company’s equity value development.
• The Board has not formally established guiding principles for how
it will act in the event of a take-over bid
The Code of Practice covers 15 topics which are designed to
ensure that the division of roles between shareholders, the Board
of Directors (“the Board” and the Company’s senior executive
management is regulated in a way that strengthens confidence
among shareholders, employees, the capital market and other
interested parties to ensure control and compliance, equal
treatment of shareholders and maximum value creation over time.
The Company’s Corporate Governance Report covers every section
of the Code of Practice and is included in the annual report.
Governance structure
SHAREHOLDERS
Nomination
Committee
External
Auditor
BOARD OF DIRECTORS
Audit
Committee
Compensation
Committee
MANAGEMENT
Ethics Committee
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2. The business
Prosafe’s business is defined in Article 3 of the Company’s Articles of
Association:
Prosafe SE shall own and operate vessels and other offshore
tonnage, related to oil and gas activities, as well as conduct any
activity related to ownership and operation related to this. Prosafe
SE may invest in companies within the same or other sectors.
The Board of Directors has established objectives, strategies, and
a risk profile for the business to create value for its shareholders
in a sustainable manner, considering economic, social and
environmental considerations. The Company’s objectives, strategies
and risk profile are subject to at least an annual review by the Board.
The reviews are supplemented by ongoing dialogue between the
Board and senior executive management, monthly reporting and ad
hoc weekly reporting and updates of all significant matters.
3. Equity and dividends
Equity and capital structure
Prosafe’s consolidated shareholders’ equity as at 31 December
2024 amounted to USD negative 13.2 million (2023: positive
USD 33.8 million), equivalent to negative 3.0 per cent (2023: 6.9 per
cent) of the Group’s total assets. The negative equity reflects net
losses incurred following the 2021 debt restructuring. In April
2025, Prosafe announced an agreement for creating a sustainable
capital structure with lenders which includes conversion of existing
debt to equity and a new super senior facility, and the provision
of additional liquidity through a new senior secured facility. The
completion is subject to approval by Prosafe’s general meeting.
Dividend policy
Prosafe’s longer term ambition is that its shareholders receive a
competitive return on their investment in the Company through a
combination of share price appreciation and a direct return in the
form of dividends. The Company has not paid dividends since 2015.
Current loan agreements stipulate that dividends may only be paid
after obtaining prior written consent of two-thirds of the lenders.
Board authorisations
Mandates and authorities for different purposes such as increase of
share capital or share buy-backs are considered separately at each
annual general meeting (“AGM”) and are generally limited in time
and valid to the date of the next AGM. At 31 December 2024, the
Board held the following mandates for share capital increases:
• Authorisation to increase the Company’s share capital by up to
EUR 2,335,000 for general company purposes. Subject to this
aggregate amount of limitation, the authority may be used on
more than one occasion. The pre-emptive rights of shareholders
may be set aside by the Board.
• Authorisation to increase the Company’s share capital by up to
EUR 285,000. Subject to this aggregate amount of limitation,
the authority may be used on more than one occasion. The
authorisation may be used in connection with the group’s
incentive schemes.
4. Equal treatment of shareholders
Pre-emption rights to subscribe
Should the Board wish to propose that the general meeting departs
from the pre-emptive right of existing shareholders relating to any
capital increase, such a proposal will be justified by the common
interest of the Company and the shareholders, and the reasons
for the proposal will be presented in the notice of the general
meeting as well as publicly disclosed in a separate stock exchange
announcement. There were no private placements of new shares in
2024.
Trading in own shares
In the event of a share buy-back programme, the Board of
Directors will aim to ensure that all transactions are carried out
either through the trading system or at prevailing prices at the
Oslo Stock Exchange. In the event of such programme, the Board
of Directors will take the Company’s and shareholders’ interests
into consideration and aim to maintain transparency and equal
treatment of all shareholders. If there is limited liquidity in the
Company’s shares, the Company shall consider other ways to
ensure equal treatment of all shareholders. In 2024, there were no
transactions in own shares.
5. Shares and negotiability
Prosafe has one class of shares in issue and all shares are equal
in all respects. The shares are freely transferrable on the Oslo
Stock Exchange. The Company’s Articles of Association place no
limitations on voting or restrictions on any party’s ability to own,
trade or vote for shares in the Company.
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6. General meetings
The Board of Directors will make its best effort to facilitate that as
many shareholders as possible may attend and exercise their right
to speak and vote at general meetings. Shareholders holding at least
5 per cent of the issued and voting shares are entitled to submit
matters for inclusion on the agenda of a general meeting. An EGM
can be called by the Board of Directors if deemed necessary or be
requested by the Company’s auditor or shareholders representing at
least 5 per cent of the Company’s share capital.
Written notice of an GM and a calling for adoption of a special
resolution is sent out not later than twenty-one days before the
scheduled meeting unless special notice is required by law. The
resolutions and supporting information will sufficiently detailed,
comprehensive and specific to allow shareholders to form a view
on all matters to be considered at the meeting. Both these and
any recommendations of the Nomination Committee enabling
shareholders to take an informed position on all matters to be
discussed will be made available within the relevant timeframe on
the Company’s website.
Shareholders wishing to attend the general meeting, either in
person or online, must notify the Company of this intention before
the deadline stipulated in the notice. The Board aims to facilitate
the attendance of as many shareholders as possible. As stipulated
in Prosafe’s Articles of Association, shareholders intending to
participate in the general meeting shall notify the Company of this
no later than two days prior to the general meeting.
The Chair (or in exceptional circumstances, another member of the
Board), the auditor and the Chair of the Nomination Committee
attend the general meetings. Prosafe wishes to facilitate a dialogue
with shareholders at the general meeting, and therefore encourages
all Board members to attend. The Chair normally chairs the general
meetings and the Board ensures that the general meeting is able to
appoint an independent chair.
Prosafe prepares proxy forms and conducts the voting
arrangements at the meeting in a form and manner which allows
shareholders to vote separately on each matter to be considered by
the meeting and for each of the candidates nominated for election.
The 2024 AGM was held on 17 May 2024 with 17.81 per cent
of the share capital represented. The Company held an EGM on
22 February 2024 with 21.71 per cent of the share capital present.
7. Nomination Committee
The Nomination Committee is governed by the Articles of
Association’s section 8. The AGM on 7 May 2024, re-elected Thomas
Raaschou (Chair) and Annette Malm Justad to the Nomination
Committee for a period of one year. Furthermore, Ryan Schedler was
elected to the Nomination Committee at an EGM on 22 February
2024. The committee members are independent of the Board of
Directors and senior executive management.
The general meeting stipulates the guidelines for the duties of the
committee and determines the committees’ remuneration. The
current instructions were revised in 2019 and approved by the AGM.
The Nomination Committee submits its recommendations to the
general meeting for election of and compensation to members of
the Board of Directors, in addition to members of the Nomination
Committee. Each proposal is justified on an individual basis. All
shareholders may nominate candidates to the Board. Relevant
deadlines for submitting proposals for candidates to be appointed
to the Board or the Nomination Committee are published on the
Company’s website in due time before the AGM takes place.
The Nomination Committee held 6 meetings in 2024. Average
meeting attendance was 88 per cent.
Name Role Date first appointed Date due for re-election
Thomas Raaschou Chair May-11 May-25
Annette Malm Justad Member May-16 May-25
Ryan Schedler Member Feb-24 May-25
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8. Board of directors: composition and independence
Name Role Date first appointed Date due for re-election Meeting attendance (%) Shareholding
Glen Ole Rødland Chair Mar-16 May-25 100 228,667
Birgit Aagaard-Svendsen Director Mar-17 May-25 92.3 3
Nina Udnes Tronstad Director May-19 May-25 100 7,667
Halvard Idland Director May-22 May-25 100 0
Pursuant to the articles of association section 5, the Company's
Board of Directors shall consist of three to seven members. On
31 December 2024, the Board consisted of four members. The
directors are appointed for one year and all directors may be
re-elected in 2025. The general meeting appoints the Chair of the
Board.
The AGM on 7 May 2024, re-elected Glen Ole Rødland (Chair), Birgit
Aagaard-Svendsen, Nina Udnes Tronstad and Halvard Idland. On
8 January 2024, Simen Flaaten resigned as Director of the Company.
The EGM on 22 February 2024, elected Gunnar Winther Eliassen as
Director and Deputy Chair of the Board. Mr. Eliassen subsequently
resigned as Director on 30 December 2024.
The Board held 13 Board meetings in 2024. Average meeting
attendance was 98.4 per cent.
The Board members are independent of the Company’s senior
executive management and material business contacts and
independent of the Company’s main shareholders.
The directors have been appointed to ensure that a broad base of
appropriate expertise, capacity and diversity is reflected on the
Board. Working constructively together with its committees’ and
the Company’s administration, the Board oversees the strategic
direction, targets, reporting, management and control of the
Company.
Directors are encouraged to own shares in the Company.
Information about each director, their experience and shareholding
are available on Prosafe’s website.
9. The work of the Board of Directors (“the Board”)
The duties of the Board
The Board of Directors is responsible for the overall management
of the Company and supervision of day-to-day management, the
Company’s business activities and the establishment of control
systems. The Board has adopted procedures that regulate the duties
of the Board of Directors and the Chief Executive Officer (CEO), the
division of work between the Board of Directors and the CEO, the
annual plan for the Board of Directors, notices of Board proceedings,
administrative procedures, minutes, Board committees,
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transactions between the Company and the shareholders and
confidentiality. The Board of Directors has an annual plan for its
work which is revised at regular intervals.
Agreements with related parties
Any transactions between the Company’s shareholders, members
of the Board, the senior executive management team or close
associates of any such parties may only be entered into as part
of the ordinary course of business and on arm’s length market
terms. All such transactions shall, where relevant, comply with
the procedures set out in the Norwegian Public Limited Liability
Companies Act and the Norwegian Code of Practice for Corporate
Governance.
The Board will arrange for a valuation to be obtained from an
independent third party for transactions with related parties,
including those that are considered immaterial. This Board
of Directors report provides information about related party
transactions.
Board members shall immediately notify the Board and members
of the senior executive management team shall immediately notify
the CEO (who, where relevant, will notify the Board) if they have any
material direct or indirect interest in any transaction entered into by
the Company. For information regarding related party transactions,
see note 21 of the consolidated accounts. There were no material
transactions with related parties in 2024.
Instructions for the Board and senior executive management
The Board Instructions give an overview of function, duties and
responsibility of the Board, including procedures for Board meetings.
The Board shall determine the vision, values and long-term
objectives of the Company. The Board shall also contribute with
external expertise and experience to the Company’s management.
The Board has adopted instructions for management specifying
their respective duties, authority and responsibilities in relation to
the business. The CEO has a particular responsibility for ensuring
that the Board receives precise, relevant and timely information
enabling it to discharge its duties.
Conflicts of interest and disqualification
The Board has implemented policies and procedures to avoid
conflicts of interest between directors, senior executive
management, their close associates and external third parties.
Members of the Board and senior executive management cannot
consider items in which they have a special and prominent interest,
cf. the rules on disqualification in the Public Companies Act.
Directors and senior executive management must notify the Board
if they have any material direct or indirect personal interest in any
agreement concluded by the group. Neither Board members nor
the CEO participate in the Board’s consideration of any matters that
are of material to themselves or any of their related parties. The
Board’ consideration of material matters in which the Chair of the
Board is, or has been, personally involved, shall be chaired by some
other member of the Board. In 2024, there were no cases of where
conflict of interest was declared by the Board or senior executive
Management.
The Board normally meets six to eight times a year, but the
schedule is adaptable to take into account relevant commercial,
operational and strategic circumstances. The Chair has a particular
responsibility for ensuring that the Board’s work is well organised
and efficiently conducted. The Chair of the Board encourages
an open and constructive debate within the Board and with
management.
Board Sub Committees
Audit Committee
The Audit Committee acts as a preparatory body for the Board’s
supervisory role with respect to financial reporting, the internal
control system and reporting. It also attends to other tasks
assigned to it in accordance with the Audit Committee instructions
adopted by the Board of Directors. At 31 December 2024, the Audit
Committee comprised Board members Birgit Aagaard-Svendsen
(Chair) and Halvard Idland. Both are considered independent of the
Company and have relevant skills and experience within accounting
or auditing.
The Committee operates based on a generic annual plan and
undertakes an examination and evaluation of the adequacy and
effectiveness of the organisation’s governance, risk management,
and internal controls, monitors the financial reporting process and
prepares the Board’s follow up on such issues. The Audit Committee
is tasked from time to time with the carrying out of special
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investigations designed to assess the overall risk management
system within the Group.
The Audit Committee meets six to eight times a year and holds
closed sessions with the appointed auditor on at least an annual
basis without the Company’s management being present. The
appointed auditor participates at all Audit Committee meetings.
The Audit Committee reports and makes recommendations to the
Board of Directors, but the Board of Directors retains responsibility
for implementing such recommendations.
The Audit Committee held 7 meetings in 2024. Average meeting
attendance was 100 per cent.
Name Role
Date first
appointed
Date due for
re-election
Meeting
attendance (%)
Birgit Aagaard-Svendsen Chair May 2017 May 2025 100
Halvard Idland Member May 2022 May 2025 100
Compensation Committee
The Compensation Committee is a sub-committee of the Board
and its objective is to act as a preparatory body for the Board’s work
relating to employment terms and performance review for the
CEO as well as strategy and principles for remuneration of senior
executive management. The Compensation Committee operates
based on a generic annual plan. The Committee comprised of Nina
Udnes Tronstad (chair), Simen Flaaten (through January 2024),
Gunnar Eliassen (March–December 2024). At the 31
st
December
2024, Mr Eliassen was replaced by Glen Rødland. All committee
members are/were independent of the Company's senior executive
management.
The Compensation Committee held 5 meetings in 2024. Average
meeting attendance was 100 per cent.
Name Role
Date first
appointed
Date due for
re-election
Meeting
attendance (%)
Nina Udnes Tronstad Chair May 2019 May 2025 100
Simen Flaaten member Jan 2024 May 2025 100
The Board undertakes an annual assessment of its own
performance and expertise, working methods, composition and the
manner in which they function. The assessment is made available to
the Nomination Committee as a tool for continuous improvement.
10. Risk management and internal control
The Board is responsible for ensuring that sound internal control
and risk management systems, that are appropriate for the extent
and nature of the company’s activities, are in place. The Board
conducts an annual review of all risk areas and the internal control
procedures.
The Board and senior executive management manage risks
through continuous assessments, reporting and periodic reviews
in management and Board meetings, and as part of the rolling
strategy and planning processes. These risks and associated
sensitivities as well as internal control measures are described in
more detail at https://www.prosafe.com/investor-information/
corporate-governance/risk-management/ and in a separate Risk
Management Policy.
The Audit Committee assesses the integrity of Prosafe’s accounts
and follows up on behalf of the Board on issues related to financial
review and external audit of Prosafe’s accounts. Furthermore, the
Board and the Audit Committee supervise and verify that effective
internal control systems are in place, including systems for risk
management and financial reporting, and satisfactory routines for
following up adherence to the Company’s ethical guidelines.
Management maintains a risk and opportunity register that
includes all risks of material significance for the Company. This
register is reviewed regularly in Board meetings and is followed
up by management and the Board in the form of strategies and
mitigating actions. The Board conducts also an annual review of all
risk areas and the internal control system.
The Senior Executive Management acts to safeguard and support
tender processes to ensure client tenders have an acceptable
balance between risk and reward, and that awarded projects are
driving risk mitigating measures in order to meet quality, delivery
and financial targets.
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11. Remuneration of the Board
The AGM resolves directors’ fees based on the recommendation
from the Nomination Committee. The remuneration of the Board
reflects its responsibilities, expertise, time commitment and the
complexity of the business.
Following the EGM on 22 February 2024, the Board was granted
options in Prosafe, while at the same time reducing the Board
remuneration. The remuneration of the Board now consists
of a fixed cash portion which is not linked to the Company’s
performance; and an option element, which by nature is variable.
The purpose of the revised compensation structure was to create a
compensation element linked to the share price development of the
Company to ensure that the Board have a meaningful part of their
compensation tied to the Company’s equity value development.
None of the current Board directors have a pension scheme or
agreement concerning pay after termination.
Information relating to the total remuneration for the Board
for 2024 is set out in note 6 of the consolidated accounts and
the Board’s Director and Senior Executive Remuneration Report
attached to the 2025 AGM notice.
Based on the need for directors to be independent of the Company’s
senior executive management, none of the directors has any
specific assignments for Prosafe beyond their role as director.
12. Remuneration of executive personnel
The Board determines the terms of employment of the CEO
and senior executive management and has prepared guidelines
for salary and other remuneration which are clear and easily
understandable and contributes to the Company’s commercial
strategy, long-term interest and financial viability.
Remuneration for senior executive management comprises three
principal elements, base pay, variable pay and other benefits such
as pension to ensure convergence of the interests of executive
management and shareholders. Prosafe aims to provide a
competitive total remuneration to attract and retain senior
executives with the desired skills and experience.
The variable pay of senior executive management is performance
related and cannot exceed the executive’s gross annual salary for
the same calendar year. The amount paid to an executive under the
short-term incentive program and long-term incentive program
combined cannot exceed five times his/her annual fixed cash
remuneration in the relevant year. The variable pay is linked to the
operations and development of the Company and aligned with
the Prosafe’s strategy, ethical guidelines and values to support
sustainable value creation for shareholders.
The Senior Executive Remuneration Report was presented to
and adopted by the AGM in 2024. The report was presented for a
consultative vote, except for the part regarding guidelines for share-
based remuneration or remuneration linked to the Company’s
share price development which were subject to a separate vote. For
further details relating to remuneration paid to senior executive
management, see note 6 of the consolidated accounts and the
Senior Executive Management Remuneration Policy available on
www.prosafe.com.
13. Information and communication
Prosafe has adopted an investor relations policy which covers
guidelines for the Company’s contact with shareholders and
the financial community. In order to ensure equal treatment of
shareholders for the purpose of creating a good basis for a fair and
correct pricing of the Company’s financial instruments, Prosafe
aims to provide clear, up-to-date and timely financial and other
information about the Company’s operations to the financial
market. This shall take place through the timely distribution of
price-sensitive information to the market, at all times handled in
compliance with applicable market rules and practices.
Prosafe publishes interim presentations on a quarterly basis.
Investor presentations in the form of audiocasts or webcasts are
held in connection with the reporting of annual and interim results
to give an overview of operational and financial developments. An
ongoing dialogue is maintained with analysts and investors. All
information distributed to the Company’s shareholders is published
in English on the Company’s website at the same time as it is sent
to the Oslo Stock Exchange and www.newsweb.no.
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14. Take-overs
There are no defence mechanisms against take-over bids in
Prosafe’s Articles of Association, nor have any other measures been
implemented to specifically hinder acquisitions of shares in the
Company. The Board has not established written guiding principles
for how it will act in the event of a take-over bid, as such situations
normally are specific and one-off by nature, which make a guideline
challenging to prepare.
If an offer is made for the Company’s shares, the Board will ensure
that all shareholders are treated equally and seek to ensure that
the Company’s activities are not unnecessarily interrupted. The
Board will act in the best interest of shareholders and ensure that
they have sufficient information and time to assess the offer. The
Board will prior to the expiry of the offer period, issue a statement
evaluating the offer and make a recommendation as to whether
shareholders should or should not accept the offer. In such a
situation, Prosafe will act in accordance with the applicable
principles for good corporate governance.
15. Auditor
The Company’s external auditor is KPMG AS. The auditor is
appointed by the general meeting and is independent of Prosafe SE.
Each year, the auditor presents the audit plan for the Company to
the Audit Committee. The auditor also meets with the full Board at
least once a year in connection with the preparation of the annual
financial statements and a review of the financial reporting and
internal control procedures, including weaknesses identified by the
auditor and proposals for improvement. At least once a year, the
independent auditor meets with the Board without the presence of
any member of senior executive management.
The Audit Committee supports the Board in the administration and
exercise of its responsibility for supervision of the auditor’s work,
who shall keep the Board informed of all aspects of its work for
Prosafe.
The auditor attends all Audit Committee meetings. Company
policies govern the use of the auditor’s services. Use of non-audit
services can be approved by the Group Finance Director up to 15 per
cent of the audit fee, and up to 50 per cent of the audit fee by the
CFO. Use of the auditor for services other than the audit of Prosafe
beyond 50 per cent of the audit fee requires approval by the Audit
Committee.
The remuneration of the auditor is approved by the AGM. Fees
for audit work and other services are reported by the Board to the
general meeting. For more details, see note 7 of the consolidated
accounts.
30 April 2025
The Board of Directors of Prosafe SE
This document is signed electronically
Glen Ole Rødland
Non-executive Chair
Birgit Aagaard-Svendsen
Non-executive Director
Nina Udnes Tronstad
Non-executive Director
Halvard Idland
Non-executive Director
Terje Askvig
Chief Executive Officer
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Shareholder information
Share price development
Prosafe has one class of shares. There were 17,868,651 shares
issued at the end of 2024, each with a nominal value of EUR 1.25.
No new shares were issued during the year.
In 2024, the Prosafe share traded between NOK 76.0 and
NOK 6.01 per share. During the year, 11.5 million shares were traded
in total.
Prosafe share price development
1
1
Source: Euronext
0
20
40
60
80
Dec 24Nov 24Oct 24Sep 24Aug 24Jul 24Jun 24May 24Apr 24Mar 24Feb 24Jan 24
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Major shareholders and voting rights
Prosafe had 4,069 registered shareholders in the Norwegian Central
Securities Depository (VPS) on 31 December 2024 (2023: 4,720),
whereof the 20 largest shareholders owned 68.6 per cent (68.0 per
cent). The percentage of issued shares held by foreign shareholders
was 19.9 per cent (16.7 per cent). All the shares registered by name
carry equal voting rights. The shares are freely negotiable.
Prosafe’s 20 largest shareholders as at 31 December 2024
Shareholder No of shares In % of total
MH Capital AS 1,594,908 8.9%
Alden AS 1,579,083 8.8%
North Sea Strategic Investments AS 1,355,363 7.6%
Morgan Stanley & Co. LLC (nominee) 1,183,507 6.6%
HV VI Invest Sierra AS 1,116,565 6.2%
Skandinaviska Enskilda Banken AB 727,068 4.1%
Vicama AS 560,030 3.1%
B.O. Steen Shipping AS 500,000 2.8%
Cam AS 457,982 2.7%
Songa Capital AS 404,809 2.3%
Holme Holding AS 270,621 1.5%
Per Jacob Mørck 270,000 1.5%
Westcon Yards AS 263,500 1.5%
Xintec Capital AS 230,000 1.3%
Gross Management AS 228,667 1,3%
BR Industrier AS 223,992 1.3%
Varde Norge AS 193,750 1.1%
Trionfo AS 190,372 1.1%
Dima AS 173,333 1,0%
Kyosei AS 167,183 1.1%
Others 5,606,731 31.4%
Total 17,868,651 100.0%
An overview of the 20 largest shareholders is regularly updated and
available on the Prosafe website.
Dividend Policy
Prosafe’s longer term ambition is that its shareholders receive a
competitive return on their investment in the Company through
a combination of share price appreciation and a direct return in
the form of dividends. Prosafe has not paid dividends since 2015.
Current loan agreements stipulate that dividends may only be paid
after obtaining prior written consent of two-thirds of the lenders.
Analyst coverage
Five Norwegian and Nordic investment banks had active coverage
of Prosafe at the end of 2024. For contact details, please see the
Company website www.prosafe.com
General meetings and board authorisations
At 31 December 2024, the Board of Directors held two
authorisations granted by the general meeting in Prosafe to
increase the share capital for general company purposes and for
group incentive schemes.
The authorisations are valid until the ordinary AGM in 2025, and
latest 30 June 2025.
Further information can be found in the minutes from the
Annual general meeting, available from the Company’s website
www.prosafe.com and www.newsweb.no.
Financial calendar 2025
Event Date
Annual general meeting 21.05.2025
Quarterly results – Q1 21.05.2025
Half-yearly interim report – Q2 22.08.2025
Quarterly results – Q3 13.11.2025
Please note that the financial calendar is subject to changes.
IR Policy
Prosafe’s IR policy can be found at www.prosafe.com
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In 2024, Prosafe continued to embed sustainability into the core
operations, reflecting the Company’s long-standing focus on
responsible business practices. This Sustainability Statement
is not within the formal scope of the Corporate Sustainability
Reporting Directive (CSRD), but has been developed in alignment
with the principles and structure of the European Sustainability
Reporting Standards (ESRS) to ensure relevance, transparency
and preparedness. Prosafe is compliant with the current
requirements relevant to Prosafe.
Prosafe’s role as a leading operator of offshore accommodation
and support vessels brings unique challenges and opportunities
in addressing sustainability. This statement provides a focused
account of Prosafe's environmental, social and governance
(ESG) performance, outlining the material impacts, risks and
opportunities identified across the value chain. It reflects
Prosafe's approach to integrating sustainability considerations
into decision-making, with a clear understanding of both
external impacts and the operational risks.
Introduction
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Sustainability governance
36
Strategy, business model and value chain
36
Stakeholders
39
Identification of Material Impacts, Risks and Opportunities (IROs)
40
Material Impacts, Risks and Opportunities (IROs)
42
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Sustainability governance
The Prosafe Board of Directors is comprised entirely of
non-executive directors, ensuring independent oversight of the
Company. The Board includes four members: two men and two
women, achieving 50% female representation. All members
bring diverse expertise relevant to Prosafe’s operations, including
investment management, finance, engineering and corporate
governance. 100% percent of the directors are considered
independent, ensuring a balanced and impartial decision-making
process. For further information about roles and responsibilities,
expertise, and other factors related to Prosafe’s governing bodies,
please refer to the Corporate Governance Report on page 24.
Strategy, business model and value chain
Prosafe’s strategy prioritises being the preferred global provider of high-end offshore accommodation vessels. This
aligns with the increasing demands in offshore energy markets, notably in Brazil and the North Sea. The Company’s
sustainability strategy is closely linked with operational excellence and client-focused solutions.
Significant groups of products and services
Prosafe owns and operates five semi-submersible accommodation
vessels, supporting lifecycle services including maintenance,
commissioning and decommissioning for offshore oil, gas and
renewable energy infrastructure. Two newbuild vessels remain at
the yard.
Significant markets and customer groups
Prosafe’s primary markets are Brazil and the North Sea. The main
customers are oil and gas operators, service contractors and entities
transitioning to renewable energy solutions. In 2024, no significant
markets were added.
The prosafe Board of Directors 2024
Female
50%
Male
50%
100%
independent
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Employee headcount by geography
As of end-2024, Prosafe employed engages 446 individuals globally,
where 281 are employees of the Group. Onshore operations include
support staff in regional offices located in Brazil, Norway, Singapore
and UK.
Revenue by significant sector and activity
In 2024, Prosafe’s total operating revenues were USD 139.8 million,
derived entirely from offshore oil and gas operations. This sector is
deemed significant as it accounts for 100% of total revenue and is
associated with material actual impacts, including GHG emissions,
pollution (NO
x
, SO
x
, PM) and energy consumption. No additional
sectors beyond offshore oil and gas meet the significance threshold
under ESRS 2 SBM-1 40 (c).
The renewable energy sector is currently in an exploratory phase,
with no revenue contribution, but is highlighted for its strategic
potential.
Activity Revenue (Million) % of Total Revenue Materiality Linkage Taxonomy Alignment
Offshore Oil and Gas Operations $139, 797 100% Negative actual impacts: GHG emissions, NO
x
,
SO
x
, PM emissions, and energy consumption.
Not Taxonomy-aligned
Renewable Energy Support $0 0% Mitigates climate-related financial risks N/A
Category Region Headcount
Offshore Brazil 270
North Sea 36
Gulf of Mexico 53
Total 359
Onshore Norway 11
Brazil 40
Australia 1
Singapore 5
UK 30
Total 87
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Prosafe’s value chain
Prosafe’s value chain supports the lifecycle needs of offshore
operations, integrating critical upstream and downstream
relationships to create sustainable value. Key inputs include
dynamically positioned semi-submersible vessels, advanced safety
systems and ISO-certified suppliers for equipment and operational
resources. Outputs include safe, energy-efficient accommodation
services for offshore personnel, enabling clients to meet regulatory
compliance, reduce downtime and optimise project costs. Prosafe
operates at the intersection of upstream equipment sourcing
and downstream client services, forming a key component of the
offshore energy value chain.
Key activities, business relationships and cost structure
Key activities include vessel mobilisation, maintenance services and
delivering operational readiness for clients across offshore oil and
gas. Business relationships with shipyards, technology suppliers
and contractors ensure technical and safety compliance. Client
engagements are structured around customised time charters,
prioritising flexibility and alignment with environmental goals. The
cost structure is heavily influenced by vessel operational expenses,
crew mobilisation and regulatory compliance.
Prosafe’s double materiality assessment identifies significant
financial risks and negative impacts across its value chain.
A detailed breakdown is available in subsequent pages.
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Stakeholders
Prosafe engages with several key stakeholder groups, including employees, clients, suppliers, investors and regulatory
bodies. Engagement occurs through regular dialogue, surveys and focused sessions to understand and address material
impacts, risks and opportunities. Employee feedback is collected through annual surveys and direct management
communication. Client engagement includes formal contract reviews and service assessments, while supplier
interaction involves compliance audits and onboarding processes. The outcomes from these engagements influence
strategic priorities, such as enhancing operational safety, reducing environmental impacts and maintaining strong
governance practices.
Understanding stakeholder interests
Stakeholder feedback has highlighted a strong interest in health and
safety, operational transparency and environmental stewardship.
For employees, health and safety remain a top priority, with an
emphasis on maintaining low injury rates and improving wellbeing
initiatives. Clients demand enhanced environmental performance,
especially in reducing greenhouse gas emissions. Regulatory bodies
focus on compliance with international standards like SASB, TCFD,
and potential CSRD requirements. These interests are analysed
through a due diligence and materiality assessment process, ensuring
alignment with Prosafe’s strategy and business model.
• Prosafe’s materiality assessment identified workforce health,
safety, and wellbeing as the most significant stakeholder interest.
Initiatives have focused on minimising injury rates and improving
mental health support through enhanced training programmes
and resources.
• While value chain workers (S2) were not assessed as material,
their views are considered during supplier audits and compliance
reviews.
• Prosafe’s operations were assessed to have limited direct impact
on affected communities. No material concerns were identified
during the engagement process.
• Consumers and end-users were not deemed materially affected
by Prosafe’s operations during the materiality assessment.
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Identification of Material Impacts, Risks and Opportunities (IROs)
Prosafe follows a structured double materiality approach in alignment with ESRS 1. This involves evaluating
impacts from the inside-out (impact materiality) and outside-in (financial materiality) perspectives. The framework
encompasses stakeholder engagement, expert consultations and risk prioritisation workshops.
Methodologies and assumptions
Prosafe’s Double Materiality Assessment (DMA) methodology
adheres to the requirements of the CSRD and ESRS, employing
a structured, evidence-based approach to identify and assess
material sustainability matters. The process evaluates both impact
materiality — focusing on the Company’s effects on people and
the environment — and financial materiality, assessing how
sustainability matters influence the Company’s financial position
and resilience.
• Impact materiality: Prosafe evaluated the scale, scope, and
significance of its impacts on stakeholders and the environment
using qualitative data from workforce surveys, stakeholder
interviews, and operational assessments. Topics were
prioritised based on their severity (e.g., harm to human rights
or environmental degradation) and alignment with stakeholder
concerns collected during engagement processes. This included
reviewing health and safety outcomes, GHG emissions and social
protections for the workforce.
• Financial materiality: Financial impacts were assessed by
analysing the likelihood of risks and opportunities affecting
revenue, costs, asset value, and access to capital. This included
reviewing regulatory developments, reputational risk trends and
market shifts relevant to Prosafe’s offshore operations. Financial
thresholds for materiality were informed by the Company’s
financial reports and historical performance, with a focus on
sustainability topics posing medium to high risks.
• Stakeholder engagement: Key stakeholders such as employees,
clients, and investors were engaged to validate findings and
ensure alignment with external expectations. Stakeholder
input was analysed to identify any gaps or emerging issues not
captured in internal assessments.
The DMA assumed that Prosafe’s offshore vessel operations
would remain central to its business strategy through 2025, with
increasing regulatory and market focus on emissions reduction and
workforce safety. Data availability for Scope 1 and 2 emissions and
internal workforce metrics were considered reliable, while Scope 3
and supplier data relied on proxy estimates or industry benchmarks.
Stakeholder engagement trends indicated continued prioritisation
of health and safety, compliance with emerging regulatory
requirements, and long-term resilience as core concerns. These
assumptions provided a foundation for aligning materiality findings
with Prosafe’s strategic context and operational environment.
Prosafe’s approach to impact management
Prosafe employs a structured process to identify, assess, prioritise,
and monitor its impacts on people and the environment,
integrating due diligence to ensure comprehensive coverage
across its operations. This process specifically focuses on activities
and relationships that present heightened risks, including those
associated with offshore operations and key geographies such as
Brazil and the North Sea. The assessment considers both direct
impacts arising from Prosafe’s operations, such as emissions
and workplace safety, and indirect impacts linked to its business
relationships, such as supply chain labour standards. Stakeholder
consultation is embedded into the process, involving engagement
with employees, clients and suppliers, as well as insights from
independent experts to evaluate potential and actual impacts
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comprehensively. The Company prioritises impacts by their severity,
likelihood and material relevance to reporting purposes, applying
both qualitative and quantitative thresholds, as outlined by ESRS 1
Section 3.4 on impact materiality.
Prosafe’s approach to risk and opportunity management
The process integrates the evaluation of impacts and dependencies
across the Company’s operations and value chain, ensuring that
financial risks arising from sustainability impacts are captured and
addressed holistically. Risk and opportunity assessments consider
both likelihood and magnitude, using predefined thresholds aligned
with ESRS 1, Section 3.3 Financial Materiality, and informed by
quantitative and qualitative criteria such as financial exposure,
regulatory shifts and stakeholder priorities. Sustainability risks are
embedded within Prosafe’s broader enterprise risk management
framework, with prioritisation supported by risk-scoring
methodologies and tools that ensure alignment with strategic and
operational objectives.
IRO processes and controls
Prosafe’s decision-making process for identifying, assessing
and managing material IROs integrates its double materiality
framework with structured governance. Decision-making is
overseen by the audit committee, with internal controls such as
annual validation workshops, stakeholder engagement exercises
and external expert reviews ensuring the integrity of findings. While
Prosafe’s DMA currently operates independently of its ERM cycle,
material risks identified through the DMA are incorporated into the
Company’s risk register retrospectively, with aligned financial effect
and likelihood thresholds serving as the main points of connection
between the two systems.
The DMA incorporates quantitative data, such as Scope 1 and
2 emissions, proxy-based Scope 3 estimates and qualitative
stakeholder input gathered through interviews and surveys. These
inputs ensure a comprehensive understanding of material impacts,
particularly in key regions like Brazil and the North Sea. The 2024
DMA concluded that no sustainability-related opportunities met
materiality thresholds due to their limited financial or strategic
significance. Consequently, these opportunities are documented
and monitored for potential future materiality, but are not
actively integrated into operational planning or decision-making
processes. Depending on the outcome of the omnibus proposal and
other potential regulatory changes, the next scheduled revision
of the DMA will be in the third quarter of 2025. It will refine the
methodology, incorporating deeper value chain analysis and
enhanced alignment with Prosafe’s risk management processes.
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Material Impacts, Risks and Opportunities (IROs)
Prosafe's materiality assessment has identified several IROs across the operations and value chain. The table below categorises these by the ESRS,
indicating whether they occur in Prosafe’s own operations (OO) or upstream (US) or downstream (DS) value chains, as well as their projected relevance
over the short, medium, and long-term. Further insights are provided in the respective topical sections.
Topic Sub-topics Material impact, risk, or opportunity Category US OO DS Short Medium Long
Environmental
E1 Climate Change
Climate change adaptation Contributions to climate change adaptation Negative actual impact
Climate change mitigation
Scope 1, 2, & 3 GHG Emissions Negative actual impact
Climate mitigation risks Financial risk
Energy Non-renewable energy consumption Negative actual impact
E2 Pollution
Pollution of air NO
x
, Sox, and PM emissions to air Negative actual impact
Substances of concern Use of hazardous substances and spills Negative potential impact
E5 Resource Use and Circular Economy
Resource inflows, including resource use Resource consumption Negative actual impact
Waste Waste generation Negative actual impact
Social S1 Own Workforce Working conditions
Health and safety Negative potential impact
Health and safety violations Financial risk
Governance G1 Business Conduct
Corruption and bribery Corruption and bribery incidents Financial risk
Cybersecurity
Loss of digital privacy Negative potential impact
Cybersecurity Financial risk
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Environment
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44
Pollution
47
Resource use and circular economy
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Climate change
Topic Sub-topics Material impact, risk, or opportunity Category US OO DS Short Medium Long
E1 Climate Change
Climate change adaptation Contributions to climate change adaptation Negative actual impact
Climate change mitigation
Scope 1, 2, & 3 GHG Emissions Negative actual impact
Climate mitigation risks Financial risk
Energy Non-renewable energy consumption Negative actual impact
Impact, risk and opportunity management
Climate change adaptation: Negative actual impact
Context
Prosafe’s negative, actual impact on climate change adaptation is
concentrated downstream in its value chain, where the Company
provides offshore accommodation services to the oil and gas industry,
an inherently fossil fuel-intensive sector. This impact arises directly
from Prosafe’s business model, which is centred on supporting the
operational needs of offshore platforms through services essential to
maintaining production efficiency and worker safety. These activities,
while critical to client operations, indirectly contribute to delaying
society’s transition to climate-resilient systems by reinforcing
dependence on high-carbon energy infrastructure.
Stakeholders and Consequences
Over the short term (1 year), Prosafe’s role in supporting offshore
oil and gas operations sustains the immediate reliance on fossil
fuel. This short-term dependency maintains status quo emissions,
potentially delaying investment in and innovation of alternative
solutions, particularly in vulnerable coastal and offshore regions.
In the medium term (1–5 years), as regulatory frameworks are
expected to tighten and financial markets may increasingly
penalise carbon-intensive industries, Prosafe’s operational footprint
indirectly contributes to a widening of the gap between global
adaptation goals and industry inertia. Coastal regions, often at the
forefront of climate vulnerability, may face heightened risks from
delayed transition, including infrastructure failure, biodiversity
loss and economic instability tied to fossil fuel dependency. Over
the long term (beyond 5 years), the cumulative impact of this
dependency becomes more severe, as global adaptation deficits
may drive hard to abate climate-induced risks. Rising sea levels,
intensifying storms and ecosystem degradation are expected to
disproportionately affect geographies where Prosafe’s clients
operate. This may further challenge the resilience of societal
systems and increase the need for urgent structural change in
service-based dependencies on high-carbon industries.
Action
The continued reliance of Prosafe’s clients on fossil fuels affects the
Company’s strategy and decision-making, as it limits diversification
opportunities and increases exposure to reputational and
regulatory risks. Currently, Prosafe has not made significant changes
to its strategy or business model to address these impacts but is
exploring opportunities to expand its services to adjacent sectors
with lower carbon intensity. Long-term adaptation will require
significant strategic shifts, including client diversification and
potential collaboration on energy transition initiatives.
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Scope 1, 2, & 3 GHG emissions: Negative actual impact
Context
Greenhouse gas (GHG) emissions associated with Prosafe’s
operations are concentrated across upstream, own operations and
downstream activities. In upstream activities, emissions originate
from purchased goods and services, reflecting the carbon intensity
of suppliers that provide materials and equipment for offshore
operations. Within its own operations, Scope 1 emissions stem
from burning of fuel to power offshore accommodation vessels,
while Scope 2 emissions are linked to electricity use in shore-based
facilities. Downstream, Scope 3 emissions encompass two major
sources: emissions generated during on-contract activities, where
Prosafe’s services support client operations, and those resulting
from end-users burning fossil fuels extracted by Prosafe’s clients.
These impacts are a function of Prosafe’s business model of
providing offshore accommodation to the oil and gas sector, a high-
carbon industry that relies on fossil fuel extraction and use. Prosafe
is both directly involved in these impacts—through its operational
energy consumption—and indirectly, as its services enable client
activities that perpetuate fossil fuel consumption and associated
emissions.
Stakeholders and Consequences
The environmental and societal effects of Prosafe’s GHG emissions
vary across short-, medium-, and long-term time horizons. In the
short term (<1 year), the immediate effects include increased
atmospheric carbon levels and associated contributions to global
warming, exacerbating climate extremes such as heatwaves and
intensified storm activity. Medium-term (1–5 years) impacts are
characterised by the accumulation of GHGs in the atmosphere,
amplifying changes in climate patterns that disrupt ecosystems,
agriculture and water resources, particularly in vulnerable regions
where offshore oil and gas operations are prevalent. Over the long
term (>5 years), the continued facilitation of fossil fuel combustion
through Prosafe’s services risks locking in high-carbon energy
systems, further delaying global climate adaptation and mitigation
efforts. These impacts collectively intensify risks of biodiversity loss,
sea-level rise and adverse effects on human health and livelihoods,
disproportionately affecting marginalised communities least
equipped to adapt.
Action
The emissions from Prosafe’s operations have significant
implications for its business model, strategy and decision-making
processes. Rising regulatory requirements, such as carbon pricing
mechanisms and stricter emissions reporting standards, increase
compliance costs and operational complexity. Growing client and
stakeholder expectations for decarbonisation may add further
pressure to align service offerings with sustainability goals. In
response, the Company is committed to mitigating its emissions
and adapting its operations, including exploring retrofitting vessels
for hybrid power, reducing non-operational fuel consumption, and
exploring renewable energy options for future contracts. These
measures aim to balance the immediate needs of supporting oil
and gas clients with long-term goals of supporting low-carbon
energy systems. The Company is actively working with clients to
safely reduce number of engeens running while on DP in operations,
which would reduce fuel consumption, again reducing emissions.
GHG emissions and intensity (CO
2
e tonnes) 2024 2023 2022
Direct GHG emissions (Scope 1) 31,376 41,431 23,933
Energy indirect GHG emissions
(Scope 2, location based) 11 14 20
Other indirect GHG emissions (Scope 3) 76,807 54,080 91,542
GHG emissions intensity (Scope
1+2+3 per contract day) 74.4 71.0 59.5
Energy consumption – Actual negative impact
Context
Prosafe’s non-renewable energy consumption is concentrated
within its own operations, particularly in the offshore
accommodation units, which require significant energy to maintain
client operations in remote environments. The upstream value
chain contributes indirectly through the supply of energy-intensive
equipment and materials, while downstream impacts are negligible
due to the service-oriented nature of Prosafe’s business. This
impact is directly linked to Prosafe’s strategy and business model,
which rely on delivering energy-intensive accommodation services
tailored to the operational needs of the oil and gas sector. Prosafe is
directly involved in this material impact through its operations, as
the energy consumed onboard its vessels is sourced primarily from
fossil fuels, reflecting the sector’s dependency on non-renewable
energy sources in offshore environments.
The increase in shore power shown on the next page is due to Safe
Boreas went from burning fuel while in lay-up to onshore electricity.
The increase in consumed fuel is due to more operating days in
2024 compared to 2023, 1,454 days vs 1,043 days in 2023.
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Energy consumption 2024 2023 2022
Energy consumption (Kwh) onshore 4,371,006 99,311 109,491
Fuel consumed (tonnes) 38,368 35,532 42,982
Stakeholders and Consequences
The environmental impact of Prosafe’s energy consumption
is significant. The combustion of fossil fuels onboard offshore
accommodation units releases CO
2
and other greenhouse gases,
exacerbating atmospheric warming and contributing to the
degradation of ecosystems on a global scale. In the short term
(<1 year), the continued reliance on non-renewable energy
contributes to the cumulative impact of greenhouse gases in the
atmosphere. Over the medium term (1–5 years), these emissions
impede progress toward global climate adaptation and mitigation
goals. Without meaningful intervention, the long-term (>5 years)
impact may affect global measures to stabilise atmospheric GHG
concentrations.
Action
High levels of non-renewable energy consumption in Prosafe’s
operations pose challenges to its business model and strategy,
particularly as regulatory frameworks and client expectations
increasingly demand decarbonisation. Energy costs represent
a significant operational expenditure, exposing Prosafe to
volatility in fossil fuel prices and heightened scrutiny from
stakeholders prioritising energy efficiency and sustainability.
Prosafe is addressing these challenges through a multifaceted
energy management strategy, including investments in advanced
energy-efficient technologies, fostering energy-conscious practices
among staff, and leveraging digital infrastructure to monitor
and optimise energy consumption. Key actions have included
the continued deployment of a digital platform across the fleet
to improve energy visibility and the adoption of more efficient
operational practices, such as running fewer diesel generators at
higher loads. These initiatives are designed to reduce the Company’s
energy footprint and align its operations with sustainable practices,
although their scalability remains under development.
Climate change mitigation risks
Context
Prosafe has identified four interrelated climate mitigation risks
as material to the operations and value chain, comprising access
to capital, stranded assets, technology risk and the cost of carbon
associated with GHG emissions. These risks are concentrated
in the Company’s own operations and downstream activities,
particularly in its sales and offshore service operations. Access to
capital in the oil and gas value chain poses a medium-term risk
as financial institutions increasingly scrutinise fossil fuel-related
activities. Stranded assets and technology risks are longer-term
considerations, with the possibility of Prosafe’s assets becoming
obsolete due to shifts in global energy systems or technological
advancements. The cost of carbon represents an immediate
and evolving risk, with exposure to Scope 1, 2, and 3 emissions
potentially impacting profitability as carbon pricing mechanisms
expand.
Action
The impacts of climate risks on Prosafe’s business model, value
chain and decision-making processes are significant. Reduced
access to affordable capital could constrain growth and operational
flexibility, while stranded assets or outdated technology may lead
to asset impairments and loss of competitiveness. Carbon pricing
schemes, particularly the EU ETS, are likely to impose increased
operational costs. Prosafe has begun responding to these risks by
exploring energy efficiency measures, retrofitting existing assets
and monitoring regulatory developments to anticipate cost impacts.
However, its strategy remains in the early stages of adaptation, with
long-term resilience dependent on diversifying its client base and
service offerings beyond fossil fuel-dependent industries.
Transition plan for climate change mitigation
Prosafe is at an early stage of its climate transition planning and
is working to align its strategy. The Company’s current focus is
on improving operational efficiencies and reducing Scope 1 and 2
emissions. However, Prosafe does not yet have a fully developed
climate transition plan.
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Pollution
Topic Sub-topics Material impact, risk, or opportunity Category US OO DS Short Medium Long
E2 Pollution
Pollution of air NO
x
, Sox, and PM emissions to air Negative actual impact
Substances of concern Use of hazardous substances and spills Negative potential impact
Impact, risk and opportunity management
Pollution of air – Negative actual impact
Context
Air pollution resulting from Prosafe’s operations is concentrated
within own activities, particularly through the combustion of fossil
fuels onboard offshore accommodation vessels. These emissions
occur globally, wherever vessels are deployed, and contribute
to localised degradation of air quality in operational areas. The
pollutants released include nitrogen oxides (NO
x
), sulphur oxides
(SO
x
) and particulate matter (PM), and are directly tied to Prosafe’s
reliance on fuel combustion to power its vessels, which is a central
component of its offshore service offering. This impact is inherent to
Prosafe’s strategy and business model, as the provision of offshore
accommodation requires energy-intensive operations. Prosafe is
directly responsible for these emissions through its operational
activities, while upstream value chain contributors, such as fuel
suppliers, indirectly support the combustion process by providing
combustion energy inputs.
Stakeholders and Consequences
These air emissions have immediate and ongoing environmental
consequences, degrading local air quality and impacting ecosystems
near operational sites. NO
x
emissions contribute to ground-level
ozone, which harms sensitive vegetation and impairs ecosystem
productivity, while SO
x
emissions drive acidification of soils
and water bodies, reducing biodiversity and aquatic health. PM
emissions exacerbate these issues by persisting in the atmosphere,
where they can travel long distances, further degrading air quality
and contributing to respiratory and cardiovascular health impacts in
nearby communities and wildlife populations. The negative effects
of Prosafe’s air emissions on the environment are pronounced in
the short term, as operational emissions directly degrade local air
quality. In the medium term, these emissions exacerbate regional
acidification and stress on ecosystems, creating cumulative impacts
that extend beyond operational geographies. Over the long term,
persistent emissions from fuel combustion continue to erode global
atmospheric quality, undermining the capacity of ecosystems to
recover from anthropogenic stressors and threatening biodiversity
resilience.
Action
Prosafe has taken steps to reduce these emissions, including
the exclusive use of low-sulphur fuels in compliance with
IMO regulations, further reduced to 0.1% sulphur content in
Environmental Control Areas, and the introduction of shore power
for vessels in layup in Norway, where grid infrastructure supports
cleaner energy sourcing. However, these measures have not yet led
to a fundamental change in the energy reliance of operations.
Substances of concern – Negative actual impact
Context
Prosafe’s use of substances of concern is concentrated within its
own operations, particularly in offshore accommodation units
where small volumes of chemical substances are utilised for
maintenance, cleaning and operational efficiency. These substances,
which may include materials listed as hazardous under regulatory
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frameworks, are integral to routine activities onboard vessels
and support infrastructure. The impact originates directly from
Prosafe’s strategy and business model, which prioritise operational
performance in offshore environments where the controlled
use of such substances is often unavoidable. Prosafe is directly
involved in these impacts through its operational activities, as these
substances are handled, stored and disposed of within the scope of
own operations. Although spillages are infrequent, any accidental
releases are primarily localised and associated with operational
practices onboard the vessels.
Stakeholders and Consequences
The environmental effects of these substances are primarily
localised, impacting marine and coastal ecosystems surrounding
Prosafe’s operational sites. Hazardous chemicals can disrupt
marine biodiversity, affecting water quality and the health of
aquatic organisms. In the short term, the impacts are minor due to
stringent operational controls, with spill incidents typically confined
to manageable volumes. Over the medium term, the cumulative
use and potential release of hazardous substances may exacerbate
localised environmental degradation if replacement initiatives are
delayed. In the long term, advancements in chemical alternatives
and operational practices are expected to mitigate these impacts
substantially.
Action
The current use of hazardous substances and the potential for
accidental spills pose ongoing challenges to Prosafe’s operational
processes and value chain. These impacts require stringent handling
procedures and continuous monitoring to minimise environmental
harm. Operational decision-making incorporates measures to
reduce the use of high-risk substances, replace them where feasible
with less harmful alternatives, and implement improved spill
management protocols.
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Resource use and circular economy
Topic Sub-topics Material impact, risk, or opportunity Category US OO DS Short Medium Long
E5 Resource Use and Circular Economy
Resource inflows, including resource use Resource consumption Negative actual impact
Waste Waste generation Negative actual impact
Impact, risk and opportunity management
Resource consumption – Negative actual impact
Context
The resource consumption impact of Prosafe’s operations is
concentrated upstream in the value chain, specifically during the
construction and ongoing maintenance of offshore accommodation
units. The consumption of raw materials, particularly steel, occurs
primarily at shipyards and manufacturing facilities where rigs are
constructed, with each unit requiring approximately 30,000 tonnes
of steel. Additional resource use is associated with the procurement
of parts and materials for ongoing operations, such as replacements
for mechanical components. This impact is directly connected
to Prosafe’s strategy and business model, which depend on the
construction and operation of durable offshore rigs to meet client
needs. Prosafe’s involvement in this material impact is indirect, as it
procures rigs and materials from external suppliers whose activities
generate the associated resource consumption.
Stakeholders and Consequences
The environmental effects of resource consumption are global
and multifaceted. The extraction and processing of raw materials
degrade ecosystems and biodiversity, while steel production
contributes significantly to global carbon emissions. In the short
term, resource use continues during ongoing rig construction and
maintenance. Over the medium term, as demand for offshore
services persists, cumulative resource depletion and associated
emissions will exacerbate global environmental challenges. In the
long term, unless sustainable procurement practices are widely
adopted, the continued reliance on finite materials will compound
ecological pressures and further strain natural systems.
Action
Prosafe has begun exploring opportunities to incorporate higher
proportions of recycled steel in future construction projects, aiming
to reduce the environmental footprint of its supply chain. However,
no substantial changes to the strategy or business model have yet
been implemented to address these impacts.
Waste generation – Negative actual impact
Context
The waste generated by Prosafe’s accommodation activities
is concentrated within its own operations, particularly aboard
offshore accommodation units. These units produce a variety of
waste streams, including general solid waste, hazardous materials
and recyclable materials at the various operational locations.
These waste streams originates from Prosafe’s provision of
accommodation services for offshore operations, which involves
resource consumption and on-site waste generation. Prosafe is
directly involved in this material impact through its operational
activities. Indirect involvement occurs through waste management
partners responsible for the transportation, treatment, and disposal
of these waste streams.
Stakeholders and Consequences
The environmental effects of waste generation are multifaceted.
Improperly managed waste contributes to soil and water
contamination, harming ecosystems and biodiversity in surrounding
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areas. Hazardous waste streams, if not appropriately treated, pose
significant risks to marine and terrestrial environments. In the
short term, the impacts are immediate and localised, particularly in
regions with underdeveloped waste handling infrastructure. In the
medium term, the cumulative effects of waste generation could
stress regional ecosystems, reducing their capacity for regeneration.
Long-term impacts may include persistent contamination and loss
of biodiversity, particularly if waste management practices are not
improved.
Action
Prosafe has implemented waste segregation systems onboard its
units and collaborates with third-party waste handlers to maximise
recycling and reduce landfill reliance. However, the effectiveness
of these measures is constrained by site-specific conditions and
resource availability. Prosafe is exploring opportunities to enhance
its waste management processes, including potential partnerships
with specialised waste treatment providers.
Metric 2024 2023 2022
Total waste (tonnes) 2,638 2,463 4,499
Hazardous waste 254 214 246
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Social
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Own workforce
52
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Own workforce
Topic Sub-topics Material impact, risk, or opportunity Category US OO DS Short Medium Long
S1 Own Workforce Working conditions
Health and safety Negative potential impact
Health and safety violations Financial risk
Impact, risk and opportunity management
Health and safety – Negative potential impact and financial risk
Context
Potential negative impacts related to health and safety within
Prosafe’s operations are concentrated in high-risk environments
onboard offshore accommodation units, where workers engage
in physically demanding tasks in remote and often hazardous
maritime settings. These impacts are directly connected to Prosafe’s
business model, which involves providing operational support to
the oil and gas industry in environments that inherently involve
elevated safety risks. The nature of these operations, including
heavy machinery, confined spaces and challenging weather
conditions, creates potential for physical injuries and psychological
stress among employees. Prosafe’s involvement is direct, as these
impacts arise from its own operational activities rather than
external relationships or downstream effects.
The financial risks associated with health and safety violations
are concentrated within Prosafe’s offshore operations, where
compliance with health and safety regulations is critical to
avoiding fines, legal payouts and increased insurance premiums.
These risks are directly tied to the physical and high-risk nature
of Prosafe’s offshore accommodation services, where potential
incidents, such as workplace injuries or failures to meet regulatory
standards, could result in immediate financial repercussions.
Additionally, reputational risks stemming from major incidents or
non-compliance could ripple through the value chain, negatively
affecting Prosafe’s ability to attract and retain skilled workers.
This risk is entirely under Prosafe’s operational control and is not
materially influenced by upstream or downstream relationships.
Stakeholders and Consequences
The societal and environmental consequences of these health
and safety risks are significant. Physical injuries onboard vessels
can lead to lasting social challenges, including reduced worker
quality of life and ripple effects on families and communities
dependent on these workers. Severe injuries or fatalities disrupt
household stability, increasing reliance on social safety nets
and local healthcare systems. Psychological stressors associated
with high-pressure environments may also result in long-term
mental health challenges for individuals, contributing to broader
societal burdens such as increased healthcare costs and reduced
workforce participation. These impacts are concentrated in
regions where Prosafe operates offshore, particularly in areas with
limited access to healthcare resources, amplifying inequalities
and creating cascading negative effects on local communities.
In the short term, these impacts manifest through immediate
physical and mental health challenges for employees. Over the
medium term, the cumulative effects of prolonged psychological
strain may escalate societal health issues. In the long term, unless
mitigated, these impacts could contribute to systemic challenges
in affected communities, including workforce disengagement and
socioeconomic instability.
Action
Health and safety risks impact Prosafe’s business model by
increasing operational costs through regulatory compliance
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measures and insurance premiums. Failure to address these
risks proactively could compromise workforce retention, increase
employee turnover and make it challenging to attract skilled
personnel in a competitive offshore labour market. Strategically,
Prosafe has responded by implementing rigorous health and safety
protocols, conducting workforce training and engaging in industry
benchmarking to maintain high compliance standards. Future
measures may include integrating advanced safety monitoring
systems and increasing investment in workforce well-being to
mitigate the risks of reputational damage and regulatory penalties.
Metric 2024 2023 2022
Sick leave 1.17% 0.99% 1.31%
Lost time injuries (LTI) 0 1 0
Fatalities 0 0 0
TRIF (Total Recordable Injury Frequency) 0 3.68 0
LTIF (Lost Time Injury Frequency) 0 1.23 0
MTC (Number of Medical
TreatmentCases) 2 1 0
RWC (Number of Restricted Work Cases) 0 1 0
HOC (Number of Hazard
Observation Cases) 11,147 9,087 13,184
Total exposure hours 844,014 815,502 908,999
Contractor fatalities 0 0 0
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Business conduct
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Sustainability | Business conductSustainability | Business conduct
Corruption and bribery
55
Cybersecurity
56
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Corruption and bribery
Topic Sub-topics Material impact, risk, or opportunity Category US OO DS Short Medium Long
G1 Business Conduct Corruption and bribery Corruption and bribery incidents Financial risk
Impact, risk and opportunity management
Corruption and bribery – Financial Risk
Context
Corruption and bribery risks within Prosafe’s operations are
concentrated in jurisdictions where the Company engages in
business activities, particularly those with heightened corruption
risks. These risks are directly linked to Prosafe’s operational model,
which involves working with local vendors, contractors and business
partners which support in providing services. Due to the nature
of the industry, operations often occur in regions with complex
regulatory environments and varying governance standards,
exposing Prosafe to potential bribery or facilitation payment risks.
While these risks predominantly arise within the Company’s own
operations, they are also influenced by upstream relationships
with vendors and subcontractors, as well as interactions with local
regulatory authorities.
Action
Corruption and bribery risks have significant implications for
Prosafe’s business model, value chain and strategic decision-
making. Negative outcomes, such as regulatory fines, reputational
damage or loss of client trust, could result in increased operating
costs, reduced revenue and constrained market access. Anticipated
effects include heightened due diligence requirements, additional
compliance monitoring and investment in anti-corruption training
and controls. In response, Prosafe has implemented a zero-tolerance
policy towards bribery, embedded in its Code of Conduct and
Anti-Bribery and Anti-Corruption Procedure, alongside mandatory
employee training. The Company conducts regular compliance
reviews, country risk assessments and third-party integrity due
diligence to mitigate risks, particularly in high-risk regions such as
Brazil.
Metric 2024 2023 2022
Political contributions 0 0 0
Facilitation payments 0 0 0
Number of monetary fines and
non-monetary sanctions for non-
compliance with laws and/or regulations 0 0 0
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Cybersecurity
Topic Sub-topics Material impact, risk, or opportunity Category US OO DS Short Medium Long
G1 Business Conduct Cybersecurity
Loss of digital privacy Negative potential impact
Cybersecurity Financial risk
Impact, risk and opportunity management
Loss of digital privacy – Negative potential impact
Context
Cybersecurity incidents, such as data breaches and the leakage
of sensitive personal or company data, primarily originate in
Prosafe’s own operations, including IT and Operational Technology
(OT) systems. These impacts are concentrated downstream
in interactions with clients and stakeholders during sales,
distribution and operational phases, as well as in end-of-life or
decommissioning activities where systems and data may still be
vulnerable. This potential negative impact is intrinsically tied to
Prosafe’s business model, which relies on digital infrastructure
to facilitate offshore services, stakeholder communications and
operational monitoring. The Company’s strategy and reliance on
interconnected IT systems make it both directly and indirectly
responsible for this impact through its operational activities
and relationships with external service providers, clients and
subcontractors handling sensitive data.
The societal and environmental effects of cybersecurity incidents
can be profound. A data breach impacting critical offshore
operations could result in the exposure of personal data,
compromising individual privacy and damaging the trust required
for seamless collaboration with stakeholders. The effects are
immediate and severe in the short term, disrupting lives and
systems, and can extend into the medium term if the compromised
data is exploited for fraud or other malicious activities. In the long
term, persistent vulnerabilities could undermine societal confidence
in digital infrastructure and hinder technological progress.
Action
Cybersecurity threats have heightened the need for strategic focus
on data privacy and IT security within Prosafe’s operations and
value chain. A data breach could lead to significant downstream
harm, including the misuse of sensitive client and stakeholder
information, loss of trust and disruptions to critical infrastructure
relied upon by society. To mitigate these threats, Prosafe has
implemented multi-factor authentication, conditional access
controls and 24/7 monitoring via its Security Operations Center.
The Company has also enhanced its cybersecurity awareness
programmes for employees to build resilience at all levels. While
these measures represent incremental improvements, Prosafe is
still exploring additional strategic changes to address cybersecurity
threats more comprehensively, including deeper integration of IT
security protocols into its operational frameworks.
Cybersecurity – Financial risk
Context
Cybersecurity risks are concentrated within Prosafe’s own
operations. These risks arise from the reliance on digital
infrastructure to manage sensitive client and operational data, as
well as critical IT and Operational Technology (OT) systems required
to support offshore services. The risks are directly connected to
Prosafe’s business model, which is dependent on uninterrupted
access to secure data systems to maintain service delivery and client
trust. Prosafe’s involvement in these risks is direct, as the Company
fully controls its IT and OT environments, with no significant
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dependencies on external entities for managing cybersecurity
measures.
Action
Cybersecurity risks have immediate and anticipated effects
on Prosafe’s operational continuity, cost structure and client
relationships. Incidents such as data breaches or system disruptions
can lead to increased costs associated with incident response,
disruptions in service, system recovery and regulatory compliance.
Additionally, any loss of sensitive client data or downtime in critical
systems could diminish client trust and limit future business
opportunities. To address these risks, Prosafe has implemented
specific measures, such as multifactor authentication, enhanced
email security and continuous system monitoring through a
dedicated Security Operations Centre. These actions represent
the Company’s initial steps to mitigate risks, with further plans
to enhance IT infrastructure and expand employee cybersecurity
training programmes in development.
Metric 2024 2023 2022
Cyber-attacks resulting in loss of data,
loss of integrity or other loss 0 1 0
Cyber-attacks resulting in downtime
of critical IT systems 0 0 0
Notifications about GDPR breaches 0 0 0
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Consolidated financial statements
59
Parent Company financial statements
94
Declaration by the BoD and CEO
112
Auditor’s report
113
Financial
statements
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Consolidated financial statements
Consolidated statement of profit or loss
60
Consolidated statement of comprehensive income
61
Consolidated statement of changes in equity
62
Consolidated statement of financial position
63
Consolidated statement of cash flows
64
Notes to the consolidated financial statements
65
Note 1 Corporate information and principal activity
65
Note 2 Statement of compliance and basis of preparation
65
Note 3 Material accounting policies
68
Note 4 Segment reporting and contract balances
73
Note 5 Other operating revenues
74
Note 6 Employee benefits and senior executive
management remuneration
74
Note 7 Other operating expenses
79
Note 8 Property, plant and equipment
79
Note 9 Other financial items
80
Note 10 Financial items
81
Note 11 Taxes
82
Note 12 Earnings per share
83
Note 13 Share capital, shareholder information,
and share-based compensation
83
Note 14 Interest-bearing debt
84
Note 15 Other current liabilities
86
Note 16 Mortgages and guarantees
86
Note 17 Financial assets and liabilities
86
Note 18 Financial risks
87
Note 19 Cash and cash equivalents
90
Note 20 Other current assets
90
Note 21 Related party disclosures
91
Note 22 Capital commitments
92
Note 23 Events after the reporting date
92
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Consolidated statement of profit or loss
(USD million) Note 2024 2023
Charter revenues 4 136.1 93.2
Other operating revenues 4, 5 3.7 4.5
Operating revenues 139.8 97.7
Employee benefits 6 (51.2 ) (45.5 )
Other operating expenses 7 (61.4 ) (62.7 )
Operating profit/(loss) before depreciation and impairment 27.2 (10.5 )
Depreciation 8 (33.0 ) (31.1 )
Impairment 8 (8.4 ) 0
Operating loss (14.2 ) (41.6 )
Interest income 2.3 2.1
Interest expenses 10 (31.1 ) (30.9 )
Other financial income 9 1.3 0
Other financial expenses 9 (2.9 ) (2.8 )
Net financial items 10 (30.4 ) (31.6 )
Loss before taxes (44.6 ) (73.2 )
Taxes 11 (2.1 ) 5.4
Net loss (46.7 ) (67.8 )
Attributable to equity holders of the parent (46.7 ) (67.8 )
Basic earnings per share (USD) 12 (2.61 ) (6.00 )
Diluted earnings per share (USD) 12 (2.61 ) (6.00 )
1
Prosafe currently has no share-based compensation that results in a dilutive effect on earnings per share
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Consolidated statement of comprehensive income
(USD million) 2024 2023
Net loss for the year (46.7 ) (67.8 )
Other comprehensive (loss)/ income
Items to be reclassified to profit or loss in subsequent periods:
Foreign currency translation (1.2 ) 1.3
Items that will not be reclassified to profit or loss in subsequent periods:
Pension remeasurement (0.1 ) (0.1 )
Other comprehensive (loss)/income for the year, net of tax (1.3 ) 1.2
Total comprehensive loss for the year attributable to equity holders of the parent (48.0 ) (66.6 )
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Consolidated statement of changes in equity
(USD million) Note Share capital Other equity
Foreign currency
translation Total equity
Equity at 31 December 2022 12.4 (2.9 ) 27.8 37.3
Net loss 0.0 (67.8 ) 0.0 (67.8 )
Other comprehensive (loss)/income 0.0 (0.1 ) 1.3 1.2
Total comprehensive (loss)/income 0.0 (67.9 ) 1.3 (66.6 )
Issue of ordinary shares 13 12.4 50.3 0.0 62.7
Share-based compensation 6 0 0.4 0.0 0.4
Equity at 31 December 2023 24.8 (20.1 ) 29.1 33.8
Net loss 0.0 (46.7 ) 0 (46.7 )
Other comprehensive loss 0.0 (0.1 ) (1.2 ) (1.3 )
Total comprehensive loss 0 (46.8 ) (1.2 ) (48.0 )
Share-based compensation 6 0.0 1.0 0.0 1.0
Equity at 31 December 2024 24.8 (65.9 ) 27.9 (13.2 )
The legal form of the share capital and the share premium accounts are reflected in the statement of changes in equity of the accompanying parent Company financial statements.
Other equity includes share premium reserve, capital reduction reserve, share-based compensation reserve and retained earnings.
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Consolidated statement of financial position
(USD million) Note 31/12/2024 31/12/2023
Assets
Vessels 8, 16 356.5 383.7
Property, plant and equipment 8 4.3 1.8
Total non-current assets 360.8 385.5
Cash and cash equivalents 17, 19 46.8 74.6
Inventories 5.0 5.0
Debtors 17, 18 21.6 14.6
Other current assets 20 8.5 13.0
Total current assets 81.9 107.2
Total assets 442.7 492.7
(USD million) Note 31/12/2024 31/12/2023
Equity and liabilities
Share capital 13 24.8 24.8
Other equity (38.0 ) 9.0
Total equity (13.2 ) 33.8
Interest-bearing non-current liabilities 14, 17, 18 67.7 415.5
Other non-current liabilities 17 1.6 1.8
Total non-current liabilities 69.3 417.3
Interest-bearing current debt 14, 17, 18 348.2 4.0
Accounts payable 17 1.6 4.1
Taxes payable 11 7.8 10.1
Other current liabilities 15, 17 29.0 23.4
Total current liabilities 386.6 41.6
Total equity and liabilities 442.7 492.7
On 30 April 2025, the Board of Directors of Prosafe SE approved
and authorised these financial statements for issue.
Glen Ole Rødland
Non-executive Chair
Birgit Aagaard-Svendsen
Non-executive Director
Nina Udnes Tronstad
Non-executive Director
Halvard Idland
Non-executive Director
Terje Askvig
Chief Executive Officer
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Consolidated statement of cash flows
(USD million) Note 2024 2023
Cash flow from operating activities
Loss before taxes (44.6 ) (73.2 )
Gain on sale of non-current assets 0 (1.7 )
Depreciation and Impairment 8 41.4 31.1
Interest income (2.3 ) (2.1 )
Interest expenses 14 31.1 30.9
Taxes paid (4.4 ) (2.5 )
Share-based compensation 1.0 0.4
Change in working capital 0.8 4.6
Other items from operating activities 0.1 1.0
Net cash provided/(used in) by operating activities 23.1 (11.5 )
(USD million) Note 2024 2023
Cash flow from investing activities
Net proceeds from disposal of property, plant and equipment 0.0 1.7
Acquisition of property, plant and equipment 8 (16.7 ) (37.7 )
Interest received 2.3 2.1
Net cash used in investing activities (14.4 ) (33.9 )
Cash flow from financing activities
Repayments of interest-bearing debt (6.5 ) (6.4 )
Interests paid (28.1 ) (28.0 )
Issuance of ordinary shares (0.1 ) 62.8
Refinancing costs (1.8 ) 0
Net cash from/(used in) financing activities (36.5 ) 28.4
Net cash flow (27.8 ) (17.0 )
Cash and cash equivalents at 1 January 74.6 91.6
Cash and cash equivalents at 31 December 19 46.8 74.6
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Notes to the consolidated financial statements
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100,000
20,000
20,000
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Statement of profit or loss
95
Statement of comprehensive income
96
Statement of changes in equity
97
Statement of financial position
98
Statement of cash flows
99
Notes to the financial statements
100
Note 1 Accounting policies
100
Note 2 Other operating revenues and expenses
101
Note 3 Other financial items
102
Note 4 Financial items
103
Note 5 Taxes
104
Note 6 Shares in subsidiaries
104
Note 7 Other current assets
105
Note 8 Share capital, convertible bonds, warrants and
share-based compensation reserves
105
Note 9 Interest-bearing debt
106
Note 10 Other interest-free current liabilities
106
Note 11 Intra-group balances
107
Note 12 Mortgages and guarantees
108
Note 13 Financial assets and liabilities
108
Note 14 Maturity profile liabilities
109
Note 15 Financial risks
109
Note 16 Events after the reporting period
111
Parent Company financial statements
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Statement of profit or loss
(USD 1,000) Note 2024 2023
Other operating revenues 2 0 2,000
Other operating expenses 2 (7,068) (5,346)
Income from investments in subsidiaries 2,760 7,550
Impairment of shares in subsidiaries 6 (12,900) (36,097)
Results from operating activities (17,208) (31,893)
Interest income 4 12,118 10,707
Interest expenses 4 (27,318) (27,054)
Other financial expenses 3 (13,333) (10,171)
Net financial items 4 (28,533) (26,518)
Loss before taxes (45,741) (58,411)
Taxes 5 (8) (96)
Net loss (45,749) (58,507)
Attributable to equity holders of the company (45,749) (58,507)
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Statement of comprehensive income
(USD 1,000) 2024 2023
Net loss (45,749) (58,507)
Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods
Pension remeasurement (138) (112)
Total comprehensive loss for the year, net of tax (45,887) (58,619)
Attributable to equity holders of the company (45,887) (58,619)
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Statement of changes in equity
(USD 1,000) Note Share capital Share premium
Share capital
reduction reserve Retained earnings
Share-based
compensation reserve Total equity
Equity at 31 December 2022 12,438 624,154 71,846 (709,258) 886 66
Net loss 0 0 0 (58,507) 0 (58,507)
Other comprehensive loss 0 0 0 (112) 0 (112)
Total comprehensive loss
1
0 0 0 (58,619) 0 (58,619)
Issue of ordinary shares 8 12,334 50,324 0 0 0 62,658
Share-based payments 0 0 0 0 374 374
Equity at 31 December 2023 24,772 674,478 71,846 (767,877) 1,260 4,479
Net loss 0 0 0 (45,749) 0 (45,749)
Other comprehensive loss 0 0 0 (138) 0 (138)
Total comprehensive loss
1
0 0 0 (45,887) 0 (45,887)
Issue of ordinary shares 8 0 (5) 0 0 0 (5)
Share-based payments 0 0 0 0 1,009 1,009
Equity at 31 December 2024 24,772 674,473 71,846 (813,764) 2,269 (40,404)
1
Total comprehensive loss is attributable to the owners of the Company
Nature and purpose of reserves
Share premium: The difference between the issue price of the shares and their nominal value.
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Statement of financial position
(USD 1,000) Note 2024 2023
Assets
Shares in subsidiaries 6 259,963 272,863
Intra-group receivables 11, 13 23,294 18,294
Total non-current assets 283,257 291,157
Cash and cash equivalents 13 14,693 32,840
Other current assets 7, 11, 13 8,592 26,229
Total current assets 23,285 59,069
Total assets 306,542 350,226
Equity and liabilities
Share capital 24,772 24,772
Share premium reserve 674,473 674,478
Share capital reduction reserve 71,846 71,846
Total paid-in equity 8 771,091 771,096
Retained earnings (813,764) (767,877)
Share-based payments reserve 2,269 1,260
Total equity (40,404) 4,478
Interest-bearing long-term debt 9, 13, 14 0 343,000
Interest-free long-term liabilities 13 1,564 1,776
Total long-term liabilities 1,564 344,776
Interest-bearing current debt 9, 13 343,133 228
Accounts payable 13, 14 0 82
Other interest-free current liabilities 10, 13, 14 2,249 661
Total current liabilities 345,382 971
Total equity and liabilities 306,542 350,226
On 30 April 2025, the Board of Directors of Prosafe SE approved and
authorised these financial statements for issue.
Glen Ole Rødland
Chair
Birgit Aagaard-Svendsen
Non-executive Director
Nina Udnes Tronstad
Non-executive Director
Halvard Idland
Non-executive Director
Terje Askvig
Chief Executive Officer
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Statement of cash flows
(USD 1,000) Note 2024 2023
Cash flow from operating activities
Loss before taxes (45,741) (58,411)
Expected credit loss, net 10,339 9,832
Impairment shares in subsidiaries 12,900 36,097
Interest income (12,118) (10,707)
Interest expenses 27,318 27,054
Share-based payment expense 1,009 (95)
Change in working capital 1,386 (342)
Taxes paid (8) (96)
Other items from (used in) operating activities 1,452 (213)
Net cash flow (used in) from operating activities (3,463) 3,120
(USD 1,000) Note 2024 2023
Cash flow from investing activities
Reduction of shares in subsidiary 0 37
Change in intra-group balances 13,776 (25,847)
Interest received 760 875
Net cash flow from (used in) investing activities 14,536 (24,935)
Cash flow from financing activities
Issuance of ordinary shares (5) 62,750
Refinancing costs (1,802) 0
Interest paid (27,413) (28,003)
Net cash flow (used in) from financing activities (29,220) 34,747
Net cash flow (18,147) 12,931
Cash and cash equivalents at 1 January 32,840 19,909
Cash and cash equivalents at 31 December 13 14,693 32,840
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Notes to the financial statements
All figures in USD 1,000 unless otherwise stated.
Note 1 Accounting policies
The financial statements have been prepared in accordance with the IFRS® Accounting Standards endorsed by
the European Union and effective as of 31 December 2024 and the requirements of the Norwegian Accounting
Act. The accounting policies applied to the consolidated financial statements have also been applied to the parent
company, Prosafe SE. The accounting policies adopted are consistent with those in the previous financial years. The
parent company financial statements should be read in conjunction with the consolidated financial statements. The
notes of the consolidated financial statements provide additional information to the parent company’s financial
statements which is not presented here separately. The Company’s functional currency is US dollars (USD), and the
financial statements are presented in USD. Investments in subsidiaries are measured at historic cost, unless there is
any indication of impairment. In case of impairment, an investment is written down to recoverable amount.
On 24 April, Prosafe announce that it has agreed the terms of a recapitalisation (the “Transaction”) with lenders
representing the Company's USD 250 million loan facility and its USD 93 million loan facility (the “Existing
Facilities”), subject to final approvals being obtained by all lenders. The Transaction is also supported by shareholders
representing 54% of the shares in the Company.
The Transaction involves the equitisation of USD 193 million of the Existing Facilities in return for 90% of the shares
in Prosafe post Transaction. Existing shareholders will initially hold 5% of the shares in the Company and will be
offered an additional 5% of shares in the form of penny warrants (at EUR 0.01 per share).
The Transaction also includes a reinstatement of the Existing Facilities and new money financing on the following
basis (together, the “New Facility”):
• a super senior secured facility of USD 150 million, comprising (i) USD 75 million by way of new money injections,
backstopped by an ad hoc group of creditors, and (ii) USD 75 million of elevated and reinstated debt under the
Existing Facilities, each maturing 31 December 2029 (or, subject to certain conditions, the date on which the Eurus
Seller's Credit falls due); and
• a reinstated senior secured facility comprised of USD 75 million of reinstated debt maturing 31 December 2029 (or,
subject to certain conditions, the date on which the Eurus Seller's Credit falls due).
The post Transaction shareholdings above are calculated based on an assumption of full exercise of shareholder
warrants, but before any new management incentive program which may be established post Transaction.
The Transaction shall include the following features (among other things):
• the establishment of a new Norwegian domiciled holding company, shares of which will be charged to lenders
under the New Facility, to be interposed between the Company and certain of its subsidiaries;
• no fixed amortisation in respect of the New Facility, which shall be repayable in full at maturity;
• a fee (the “Fee”) shall be payable to the lenders of the super senior secured facility of USD 5 million at maturity; and
• interest of SOFR + margin (sized to 11% per annum) on the New Facility, payable in cash. The senior secured facility
will include the ability for the Company to pay 2% cash interest and 9% PIK interest as an alternative to 11% full
cash interest subject to certain conditions.
The Transaction will provide the Company with a sustainable capital structure and sufficient liquidity to meet its
capital expenditure and working capital needs for the foreseeable future. Total gross debt post the Transaction
will be approximately USD 306 million, consisting of a USD 155 million super senior facility (including the Fee),
a USD 75m senior facility and the USD 75.5 million remaining Cosco Seller’s Credit for Safe Eurus. Total net debt
post the Transaction will be approximately USD 220 million, with unrestricted liquidity (after transaction costs)
of approximately USD 80 million.
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Transaction completion is subject to agreeing customary documentation with lenders and shareholders, final
lender approvals and formal shareholder approvals (including approval at an extraordinary general meeting of the
Company’s shareholders).
The Company has been granted a waiver from its lenders under the existing USD 250 million loan facility and a
forbearance from its lenders under the existing USD 93 million loan facility until 31 July 2025, in both cases with
respect to interest payments. The minimum liquidity covenant under the respective facilities has also been reduced
to USD 10m.
The Company aims to conclude the Transaction by Q3 2025. The Company will make further announcements as
and when there are further developments regarding implementation of the Transaction. Notice to convene an
extraordinary general meeting of the Company’s shareholders to approve the Transaction was issued 25 April 2025.
The Company aims to conclude the Transaction by Q3 2025. The Company will make further announcements as
and when there are further developments regarding implementation of the Transaction. Notice to convene an
extraordinary general meeting of the Company's shareholders to approve the Transaction was issued 25 April 2025.
The pending approval imposes a material uncertainty related to going concern for the Company. The Board and
management view that achieving a long-term sustainable financial structure is realistic and have therefore prepared
the annual report on a going concern basis.
Note 2 Other operating revenues and expenses
Other operating revenues 2024 2023
Customer deposit fee forfeiture 0 2,000
Operating expenses 2024 2023
Services from subsidiaries 2,800 2,400
Directors’ fees 373 489
Salaries and bonus 1,470 709
Other staff benefits 41 55
Share-based payment expense
1,
2
669 (95)
Payroll taxes 312 106
Pension expenses 41 1
Auditors' audit fees 138 139
Legal and consultancy fees 373 342
Taxation fees 87 101
Stock exchange fees 93 102
Office insurance 378 308
Recruitment costs 0 172
Commission fee for customer deposit forfeiture 0 200
Other operating expenses 293 317
Total operating expenses 7,068 5,346
1
See note 6 of the consolidated financial statements for details
2
Share-based compensation expense was an income in 2023 due to cancellation of options granted to the former CEO
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Board of Directors 2024 2023
Glen Ole Rødland (Chair) 107 112
Alf C. Thorkildsen (Deputy Chair)(until October 2023) 0 75
Gunnar Winther Eliassen (Deputy Chair) (from February 2024–December 2024) 65 0
Birgit Aagaard-Svendsen 81 100
Nina Udnes Tronstad 71 84
Halvard Idland
1
74 77
Simen Flaaten (from June 2023 to February 2024) 11 41
Total Board remuneration
2
409 489
1
Director from May 2022, Deputy Director from June 2023–November 2023 and Director from November 2023
2
If applicable, figures include compensation from the audit committee and compensation committee, travel allowances and share options expense.
In 2024, the Board of Directors fees are reduced in lieu of share options awarded. See note 6 of the consolidated financial statements for details on the
share options
Number of employees
The average number of employees in the Company for 2024 was 2 (2023: 2).
Note 3 Other financial items
2024 2023
Currency loss (56) (17)
Expected credit loss
1
(10,339) (9,832)
Other financial expenses
2
(2,938) (322)
Total other financial expenses (13,333) (10,171)
1
For further information, see note 11 relating to allowance of expected credit loss of receivables from subsidiaries
2
In 2024, the other financial expenses largely relates to the refinancing costs for the credit facilities
Prosafe Annual Report 2024Prosafe Annual Report 2024
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Note 4 Financial items
Year ended 31 December 2024
Financial assets measured
at amortised cost
Financial liabilities measured
at amortised cost Total
Interest income
(a)
12,118 0 12,118
Interest expenses 0 (27,318) (27,318)
Total interest expenses
(b)
0 (27,318) (27,318)
Expected credit loss (10,339) 0 (10,339)
Other financial expenses
1
0 0 (2,938)
Currency loss
1
0 0 (56)
Total other financial expenses
(c)
(10,339) 0 (13,333)
Net financial items
(a)+(b)+(c)
1,779 (27,318) (28,533)
1
Excluded from the category breakdown but added to the total for net effect
Year ended 31 December 2023
Financial assets measured
at amortised cost
Financial liabilities measured
at amortised cost Total
Interest income
(a)
10,707 0 10,707
Interest expenses 0 (27,054) (27,054)
Total interest expenses
(b)
0 (27,054) (27,054)
Expected credit loss (9,832) 0 (9,832)
Other financial expenses
1
0 0 (322)
Currency loss
1
0 0 (17)
Total other financial expenses
(c)
(9,832) 0 (10,171)
Net financial items
(a)+(b)+(c)
875 (27,054) (26,518)
1
Excluded from the category breakdown but added to the total for net effect
Prosafe Annual Report 2024Prosafe Annual Report 2024
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Note 5 Taxes
2024 2023
Taxes 8 96
Total taxes in income statement 8 96
Temporary differences:
Loss carried forward (428,259) (421,136)
Basis for deferred tax liability (+)/benefit (-) (428,259) (421,136)
Deferred tax liability (+)/benefit (-) (94,217) (92,650)
Not recognised tax benefits 94,217 92,650
Recognised deferred tax benefit 0 0
Taxes payable at 31 December 0 0
The corporate tax rate in Norway for 2024 was 22 per cent (2023: 22 per cent).
The value of the deferred tax assets is not recognised in the financial statements as the probability of having sufficient
future taxable profit to utilise the deferred tax assets as tax deductions cannot be established.
Reconciliation of effective tax rate (IAS 12.81) 2024 2023
Tax rate 22.0% 22.0%
Loss before taxes (45,741) (58,411)
Tax based on applicable tax rate (10,063) (12,850)
Tax effect of non-deductible expenses 5,906 10,175
Tax on income not taxable in determining taxable profit (607) (1,011)
Tax effect due to unrecognised deferred tax assets 4,764 3,686
Effect of tax in other jurisdictions 8 96
Tax charge 8 96
Note 6 Shares in subsidiaries
(Carrying value and total equity in 1,000)
Companies
2024
Ownership
& Voting
Number
of shares
Investment
carrying value at
31 December 2024
Total Equity at
31 December 2024
Investment
carrying value at
31 December 2023
Prosafe AS
1
100% 100 1,000 4,778 1,000
Prosafe Offshore Pte. Ltd
3
100% 646,050,000 7,441 11,674 7,441
Prosafe Rigs Pte. Ltd.
3
100% 2,821,040,000 251,122 249,182 264,022
Prosafe Offshore Holdings Pte. Ltd.
3
100% 25,599,000 400 974 400
Prosafe Offshore Ltd
2
100% 2 0 16,768 0
Prosafe Rigs Ltd
2,
4
100% 2 0 43 0
Total 259,963 272,863
The registered addresses of the subsidiaries are as follows:
1
Forusparken 2, N-4031 Stavanger, Norway
2
1
st
Floor, 10 Temple Back Bristol BS1 6FL, United Kingdom
3
1 International Business Park, #09-03 The Synergy, Singapore 609917
4
Under liquidation
Based on management's assessment of impairment indicators, there were triggers which indicated that the expected
recoverable amount was less than the investment carrying value of the following subsidiaries. The expected
recoverable amount was estimated based on the fair value of the subsidiaries. In 2024, the impairment of Safe
Concordia and the idle of two vessels during the year has decreased the fair value of the Company's shares. As a result,
the following impairment charges/(reversal) were made:
2024 2023
Prosafe Rigs Pte. Ltd.
1
12,900 36,100
Prosafe (UK) Holdings Limited 0 (3)
Total 12,900 36,097
1
Under liquidation
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Note 7 Other current assets
2024 2023
Current receivables due from subsidiaries 8,015 25,878
Prepayments 379 273
Other current assets 198 78
Total other current assets 8,592 26,229
Note 8 Share capital, convertible bonds, warrants and share-based
compensation reserves
2024 2023
Issued and paid up number of ordinary shares at 31 December 17,868,651 17,868,651
Total authorised number of shares at 31 December 17,868,651 17,868,651
Nominal value at 31 December EUR 1.25 EUR 1.25
Number of shareholders at 31 December 4,069 4,720
Movement of Ordinary shares 2024 2023
In issue at 1 January 17,868,651 8,798,699
New ordinary shares issued during the year 0 9,069,952
In issue at 31 December fully paid up 17,868,651 17,868,651
On 10 May 2023, the issue of 2,720,000 ordinary shares at a price per share of NOK 117 for a private shares placement
was approved at the annual general meeting. On 16 November 2023, the issue of 5,833,333 ordinary shares at a price
per share of NOK 60 for a private shares placement and a subsequent shares offering of 516,619 ordinary shares at a
price per share of NOK 60 was approved at the extraordinary general meeting.
All ordinary shares rank equally. Holders of these shares are entitled to one vote per share at general meetings of the
Company.
See note 13 of the consolidated financial statements for the largest shareholdings listing.
Share-based compensation reserve
Share-based compensation reserve comprises the cumulative value of services received from employees recorded
on grant of equity-settled share options. The expense for service received is recognised over the vesting period. The
amount in the share-based compensation reserve is retained when the options are exercised or expire. See note 6 of
the consolidated financial statements for details.
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Note 9 Interest-bearing debt
2024 2023
Credit facilities – face value 343,133 343,228
Total interest-bearing debt 343,133 343,228
Current interest-bearing debt 343,133 228
Non current interest-bearing debt 0 343,000
Total interest-bearing debt 343,133 343,228
Reconciliation of movements of interest-bearing debt to cash flows arising from financing activities:
2024 2023
At 1 January 343,228 344,177
Changes from financing cash flows
– Interest paid (27,413) (28,003)
– Refinancing costs paid (1,802) 0
Total changes from financing cash flows (29,215) (28,003)
Other liability-changes
– Refinancing costs 1,802 0
– Interest expenses 27,318 27,054
Total liability-related changes 29,120 27,054
At 31 December 343,133 343,228
Note 10 Other interest-free current liabilities
2024 2023
Other current liabilities 2,249 661
Total other interest-free current liabilities 2,249 661
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Note 11 Intra-group balances
Year-end long-term balances 2024 2023
USD loan due from Safe Eurus Singapore Pte. Ltd. 155,490 140,151
Less: Allowance for credit loss (132,196) (121,857)
Intra-group long-term receivables 23,294 18,294
Intra-group long-term loan receivable is based on market prices using 3M LIBOR/SOFR (USD loan) interest rates plus
a margin of 3.66–3.96 per cent (2023: 3.4–3.96 per cent) per annum. With effective 1 April 2023, LIBOR was replaced
with SOFR interest rates. Outstanding balances at year-end are unsecured, and settlement normally occurs in cash
or via share capital injection. A portion of long term loan receivables, which is fully impaired, is due end of 2025, the
amount is not reclassified as current as the amount is expected to roll over when due.
The Company has assessed the recoverability of its long-term loan receivables and has an allowance for accumulated
credit loss of USD 132,196,000 (2023: USD 121,857,000) based on assessments of their projected future cashflows.
Year-end current balances 2024 2023
USD loan receivables due from Prosafe AS 6,019 0
Amount due from Prosafe AS 0 12,847
Amount due to Prosafe AS (1,075) 0
Net receivables from Prosafe AS 4,944 12,847
Current receivables due from other subsidiaries 3,071 13,031
USD loan receivable due from Prosafe AS is based on market prices using 3M SOFR interest rates plus a margin of
3.75 per cent. The loan is unsecured, receivables on demand and is usually settled with the amount due to Prosafe
AS in the subsequent month. The remaining receivables from other subsidiaries are interest free, unsecured and
receivables on demand in 2024 and 2023.
Transactions with related parties 2024 2023
Transactions
Administrative expenses with subsidiaries (2,800) (2,400)
Interest income due from subsidiaries 11,358 9,832
Dividends due from subsidiaries 2,760 7,550
Prosafe AS are performing services on behalf of the Company relating to management, corporate activities, investor
relations, financing and insurance. The services are invoiced on a quarterly basis and paid on market terms. Please
refer to note 6 to the consolidated financial statements for disclosure of remuneration to Directors.
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Note 12 Mortgages and guarantees
As at 31 December 2024, the Company’s interest-bearing debt secured by mortgages totalled USD 343.1 million
(2023: USD 343.2 million). The debt was secured by mortgages on the accommodation/units for maintenance and
safety vessels Safe Caledonia, Safe Concordia, Safe Scandinavia, Safe Boreas, Safe Zephyrus and Safe Notos with net
carrying value USD 262.2 million as at 31 December 2024 (2023: USD 285.8 million). Negative pledge clauses apply on
shares in the vessel owning subsidiaries. Earnings accounts are pledged as security for the credit facilities, but cash
will only be restricted if a continuing event of default occurs and the lenders have notified Prosafe of such.
As at 31 December 2024, the Company had issued parent company guarantees to clients on behalf of its subsidiaries
in connection with the award and performance of contracts and Cosco (Qidong) Co., Ltd with respect to Safe Eurus
of approximately USD 30 million and USD 60 million (2023: approximately USD 30 million and USD 60 million)
respectively. The amounts specified with regard to parent company guarantees reflect the sum of the estimated
capped liability under the relevant agreements.
Note 13 Financial assets and liabilities
Year ended 31 December 2024
Financial assets measured
at amortised cost
Financial liabilities measured
at amortised cost Carrying value
Intra-group long-term receivables 23,294 0 23,294
Cash and cash equivalents
1
14,693 0 14,693
Current receivables due from subsidiaries 8,015 0 8,015
Other current assets 198 0 198
Total financial assets 46,200 0 46,200
Interest-bearing debt
2
343,133 343,133
Interest-free long-term liabilities 1,564 1,564
Other interest free current liabilities 2,249 2,249
Total financial liabilities 346,946 346,946
1
Included in cash and deposits were USD 1.7 million of restricted cash deposits
2
Refer to note 14 of the consolidated financial statements for details on fair value of the interest-bearing debt
Year ended 31 December 2023
Financial assets measured
at amortised cost
Financial liabilities measured
at amortised cost Carrying value
Intra-group long-term receivables 18,294 0 18,294
Cash and cash equivalents
1
32,840 0 32,840
Current receivables due from subsidiaries 25,878 0 25,878
Other current assets 78 0 78
Total financial assets 77,090 0 77,090
Interest-bearing debt
2
343,228 343,228
Accounts payable 82 82
Interest-free long-term liabilities 1,776 1,776
Other interest free current liabilities 661 661
Total financial liabilities 345,747 345,747
1
Included in cash and deposits were USD 1.9 million of restricted cash deposits
2
Refer to note 14 of the consolidated financial statements for details on fair value of the interest-bearing debt
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Note 14 Maturity profile liabilities
Year ended 31 December 2024 2025 2026 onwards
Interest-bearing debt (repayments)
1
343,000 0
Interests on interest bearing debts 23,643 0
Other interest-free current liabilities 2,249 0
Total 368,892 0
1
The interest-bearing debt matures on 31 Dec 2025 and the company is discussing with the lenders on refinancing.
Year ended 31 December 2023 2024 2025 2026 onwards
Interest-bearing debt (repayments)
1
0 343,000 0
Interests on interest bearing debts 25,706 21,266 0
Accounts payable 82 0 0
Other interest-free current liabilities 661 0 0
Total 26,449 364,266 0
1
The interest-bearing debt matures on 31 Dec 2025.
Note 15 Financial risks
Interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. Fair value interest rate risk is that the fair value of a financial instrument will
fluctuate due to changes in market interest rates. The Company’s interest rate risks arise primarily from its variable
rate credit facilities and loan due from Prosafe AS. As at 31 December 2024 and 31 December 2023, the Company has
not entered into arrangements to hedge the floating interest rate.
The Company evaluates the hedge profile in relation to the repayment schedule of its loans. After restructuring in
2021, there are no credit lines available for hedging of financial risks and consequently such risks remained unhedged
in 2023 and 2024.
Interest rate risk – sensitivity
The sensitivity analysis is based on a reasonably possible change in the relevant interest rate and reflects the main
effects on profit or loss and equity assuming that the change had occurred at the balance sheet date. A ±50bps
change in interest rate will have the following effects. There is no profit or loss effect on the USD Loan due from Safe
Eurus Singapore Pte Ltd as the interest income receivable is fully impaired.
Pre-tax effects on income statement 2024 2023
US SOFR +50bps
Interest expense on credit facilities 1,715 1715
Interest income on loan due from Prosafe AS (25) 0
Total 1,690 1,715
US SOFR -50bps
Interest expense on credit facilities (1,715) (1,715)
Interest income on loan due from Prosafe AS 25 0
Total (1,690) (1,715)
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Currency risk
The Company’s operating expenses are primarily denominated in NOK, and the operating result is therefore
exposed to currency risk relating to fluctuations in the NOK exchange rates versus the USD. The Company is exposed
to currencies other than USD with interest-bearing long term liabilities (denominated in NOK) , cash and cash
equivalents (denominated in GBP and NOK).
Currency risk – sensitivity
The sensitivity analysis is based on a reasonably possible change in the relevant exchange rates and reflects the main
effects on profit or loss and equity assuming that the change had occurred at the balance sheet date. A 5 per cent
strengthening/weakening of the USD against NOK and GBP will have the following effects. Exposures to foreign
currency changes for all other currencies are not material.
Pre-tax effects on income statement 2024 2023
USD +5%
Re-valuation cash and cash equivalents and long term liabilities (62) (138)
Total (62) (138)
USD -5%
Re-valuation cash and cash equivalents and long term liabilities 62 138
Total 62 138
Credit risk
The Company is exposed to credit risk in relation to the inter-company loan and receivables from subsidiaries. See
note 11 for details about the intra-group balances.
Liquidity risk
The Company is exposed to liquidity risk in a scenario when the Company’s cash flow from operations is insufficient
to cover payments of financial liabilities. The Company manages liquidity and funding on a group level. In order to
mitigate the liquidity risk, the Group monitors the liquidity development and the risk of insufficient capital by rolling
cash flow forecasts to determine whether the Group’s liquidity position is above the minimum cash covenant as per
the loan agreements. The Company currently is in discussion with the lenders for debts for equity conversion and/or
equity injection. The Board of Directors and management are of the view that recapitalisation could be completed by
Q3 2025.
Capital management
The primary objective of the Company’s capital management is to ensure that it maintains a healthy capital structure
in line with economic conditions. This is managed on a group level as disclosed in note 18 of the consolidated financial
statements.
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Note 16 Events after the reporting period
Recapitalisation
On 24 April, Prosafe announce that it has agreed the terms of a recapitalisation (the “Transaction”) with lenders
representing the Company's USD 250 million loan facility and its USD 93 million loan facility (the “Existing
Facilities”), subject to final approvals being obtained by all lenders. The Transaction is also supported by shareholders
representing 54% of the shares in the Company.
The Transaction involves the equitisation of USD 193 million of the Existing Facilities in return for 90% of the shares in
Prosafe post Transaction. Existing shareholders will initially hold 5% of the shares in the Company and will be offered
an additional 5% of shares in the form of penny warrants (at EUR 0.01 per share).
The Transaction also includes a reinstatement of the Existing Facilities and new money financing on the following
basis (together, the “New Facility”):
a. a super senior secured facility of USD 150 million, comprising (i) USD 75 million by way of new money injections,
backstopped by an ad hoc group of creditors, and (ii) USD 75 million of elevated and reinstated debt under the
Existing Facilities, each maturing 31 December 2029 (or, subject to certain conditions, the date on which the Eurus
Seller's Credit falls due); and
b. a reinstated senior secured facility comprised of USD 75 million of reinstated debt maturing 31 December 2029
(or, subject to certain conditions, the date on which the Eurus Seller's Credit falls due).
The post Transaction shareholdings above are calculated based on an assumption of full exercise of shareholder
warrants, but before any new management incentive program which may be established post Transaction.
The Transaction shall include the following features (among other things):
a. the establishment of a new Norwegian domiciled holding company, shares of which will be charged to lenders
under the New Facility, to be interposed between the Company and certain of its subsidiaries;
b. no fixed amortisation in respect of the New Facility, which shall be repayable in full at maturity;
c. a fee (the “Fee”) shall be payable to the lenders of the super senior secured facility of USD 5 million at
maturity; and
d. interest of SOFR + margin (sized to 11% per annum) on the New Facility, payable in cash. The senior secured facility
will include the ability for the Company to pay 2% cash interest and 9% PIK interest as an alternative to 11% full
cash interest subject to certain conditions.
The Transaction will provide the Company with a sustainable capital structure and sufficient liquidity to meet its
capital expenditure and working capital needs for the foreseeable future. Total gross debt post the Transaction
will be approximately USD 306 million, consisting of a USD 155 million super senior facility (including the Fee),
a USD 75m senior facility and the USD 75.5 million remaining Cosco Seller's Credit for Safe Eurus. Total net debt
post the Transaction will be approximately USD 220 million, with unrestricted liquidity (after transaction costs) of
approximately USD 80 million.
Transaction completion is subject to agreeing customary documentation with lenders and shareholders, final
lender approvals and formal shareholder approvals (including approval at an extraordinary general meeting of the
Company's shareholders).
The Company has been granted a waiver from its lenders under the existing USD 250 million loan facility and a
forbearance from its lenders under the existing USD 93 million loan facility until 31 July 2025, in both cases with
respect to interest payments. The minimum liquidity covenant under the respective facilities has also been reduced to
USD 10m.
The Company aims to conclude the Transaction by Q3 2025. The Company will make further announcements as
and when there are further developments regarding implementation of the Transaction. Notice to convene an
extraordinary general meeting of the Company's shareholders to approve the Transaction was issued 25 April 2025.
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Declaration by the Board of Directors
and Chief Executive Officer
The Board of Directors and the Chief Executive Officer have
today considered and approved the annual report and financial
statements for the Prosafe Group and its parent company, Prosafe
SE, for the 2024 calendar year ended on 31 December 2024.
This declaration is based on reports and representations from the
Chief Executive Officer and Chief Financial Officer, the Group's
financial and operational performance, and other material
information provided to the Board of Directors for the purpose of
assessing the position of the parent company and the Group as a
whole.
To the best of our knowledge:
The 2024 financial statements for the parent company and the
Group have been prepared in accordance with all applicable
accounting standards.
The information provided in the financial statements gives a true
and fair portrayal of the parent company’s and the Group’s assets,
liabilities, financial position and results taken as a whole as at
31 December 2024.
The Board of directors’ report for the parent company and the Group
provides a true and fair overview of the development, performance,
outlook and financial position of the parent company and the Group
taken as a whole, and the most significant risks and uncertainties
facing the parent company and the Group.
On 30 April 2025, the Board of Directors of Prosafe SE approved
and authorised these financial statements for issue.
Glen Ole Rødland
Non-executive Chair
Birgit Aagaard-Svendsen
Non-executive Director
Nina Udnes Tronstad
Non-executive Director
Halvard Idland
Non-executive Director
Terje Askvig
Chief Executive Officer
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To the General Meeting of Prosafe SE
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Prosafe SE, which comprise:
• the financial statements of the parent company Prosafe SE (the Company), which comprise the
statement of financial position as at 31 December 2024, the statement of profit or loss, statement of
comprehensive income, statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including material accounting policy information, and
• the consolidated financial statements of Prosafe SE and its subsidiaries (the Group), which comprise
the consolidated statement of financial position as at 31 December 2024, the consolidated statement of
profit or loss, the consolidated statement of comprehensive income, consolidated statement of changes
in equity and consolidated statement of cash flows 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 2024, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU, and
• the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2024, 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 Prosafe SE for 6 years from the election by the general meeting of the
shareholders on 8 May 2019 for the accounting year 2019.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the consolidated financial statements and note 1 of the financial
statements of the parent company, which indicates that, as of 31 December 2024, the Company forecasts
a potential breach of the minimum cash covenant in 2025. As stated in these notes, Prosafe announced
an agreement with a group of lenders for the refinancing of two secured debt facilities, in addition to
securing additional liquidity through a new debt. The proposed agreement is pending approval from
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the Extraordinary General Meeting, which indicates that a material uncertainty exists that may cast
significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
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.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Valuation of accommodation vessel fleet and possible reversal of impairment
Reference is made to Note 2 Statement of Compliance and basis of preparation paragraph “Impairment /
Reversal of impairment of non-financial assets” and Note 8 Property, plant and equipment.
The Key Audit Matter
The Group’s fleet of accommodation vessels have a book value of USD 356.5 million and represents
a significant portion of total assets. The Group recorded significant impairment charges in previous
years, including both in 2019 and 2020. All the vessels owned by the Group are previously impaired in
accordance with IAS 36.
The Group regularly reviews whether there are any indicators of impairment and impairment reversal and
tests the individual assets for impairment (reversal) if an indicator is identified.
The Group has 5 vessels on fixed contracts with backlog extending into 2027. Based on the Group’s
prediction of client activity levels in key markets, the Group expects an increase in demand for 2025 and
beyond. The Group is optimizing the fleet with recent sale of legacy vessels.
Assessing whether an indicator for impairment (reversal) exists, involves significant judgment from
management, as to whether significant changes have occurred in the market for accommodation
vessels, which could significantly impact the expected future cash flow from the asset. This judgement
includes assessing observable changes in day rates and the likelihood of redeployment of the vessel to
new contracts either from lay-up or when the current contract period expires. This uncertainty is mainly
applicable to those vessels that are nearing the end of the fixed contract period and those that are
currently not on contract.
The judgments described above have a direct impact on the valuation of the Company’s significant
investment in subsidiaries and the expected credit loss on receivables from subsidiaries.
For all vessels in the Group’s fleet per 31 December 2024, a qualitative assessment of impairment
(reversal) indicators did not require further quantitative impairment testing, except for Safe Concordia
for which an agreement to sell the vessel was signed in February 2025. As a result, an impairment of
USD 8.4 million was recognized.
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How the matter was addressed in our audit
We obtained an understanding of the process for identifying impairment (reversal) indicators.
We evaluated whether all vessels in the fleet were identified by management and assessed for
impairment (reversal) indicators. For each vessel we assessed the key considerations applied by
management in the impairment (reversal) trigger assessment. For those vessels where an error
could result in a material misstatement and where management did not identify an impairment
(reversal) trigger, we assessed the appropriateness and reliability of qualitative factors and challenged
management considering:
• utilisation levels for the fleet in 2024
• status of tender activity
• supply-side constraints and market expectations in the short and medium term
We inspected external information sources, comparing to management updates and communication
with the Board of Directors of the Group to assess the consistency of the current year increase in activity
for the sector.
We assessed the impact on impairment (reversal) for shares in subsidiaries and of expected credit loss for
receivables from subsidiaries, considering the vessel indicators assessments as well as the net assets of
the subsidiaries.
We assessed the adequacy of disclosure related to impairment indicators.
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 Directors' report applies correspondingly to the statement on Corporate
Governance.
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Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view
in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's and the Group's ability to continue as
a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company and the
Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
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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 Prosafe SE, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name 2138001LK2Z2HSER4U15-2024-12-31-0-en, have been prepared, in all
material respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section
5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of
the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with
ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements
(ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”.
The standard requires us to plan and perform procedures to obtain reasonable assurance about whether
the financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s
processes for preparing the financial statements in compliance with the ESEF Regulation. We examine
whether the financial statements are presented in XHTML-format. We evaluate the completeness and
accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use
of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial
statements in human-readable format. We believe that the evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Oslo, 30 April 2025
KPMG AS
Anfinn Fardal
State Authorised Public Accountant
(This document is signed electronically)
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Abbreviations
Abbreviation Definition
AGM Annual general meeting
BPS Basis points
BRL Brazilian reals
CCO Chief commercial officer
CEO Chief executive officer
CFO Chief financial officer
CGU Cash generating unit
Contract backlog The Company’s fair estimation of revenue in firm
contracts and exercised optional periods for own fleet
Contractors Third party vendors
CSR Corporate Social Responsibility
CSRD Corporate Sustainability Reporting Directive
DP Dynamic positioning
EBIT Earnings before interest and tax. Equal to operating
profit
EBITDA Earnings before interest, tax, depreciation and
amortisation
EGM Extra ordinary general meeting
EUR Euro
EPS Earnings per share
ESG Environment, Social and Governance
FPSO Floating production storage and offloading
GDPR General Data Protection Regulation
GHG Greenhouse Gas Emissions
GHG emissions – scope 1 Direct GHG emissions from operations that are owned
and/or controlled by the Company
GHG emissions – scope 2 Indirect GHG emissions from energy purchased from
third parties for e.g. heating or cooling and consumed
within the Company
Abbreviation Definition
GHG emissions – scope 3 All other indirect GHG emissions from activities
of the Company occurring from sources that the
company does not own or control, i.e. business travel,
procurement, waste and water
GBP British pound
GRI Global Reporting Initiative
Hazardous waste Waste is considered to be hazardous waste according
to the regulations under which the activity operates
or where the waste can pose a substantial hazard
to human health and/or the environment when
improperly managed
HSSE Health, safety, security and environment
HSSEQ Health, safety, security, environment and quality
IAS International accounting standard
IFRS International financial reporting standards
IMO International Maritime Organisation
ISO International Standards Organisation
KPI Key Performance Indicator
LIBOR London interbank offered rate
LTI Lost Time Injury, which means the employee was
absent from the next work shift because of the injury
LTI frequency (LTIF) The Lost Time Injury (LTIF) frequency is calculated by
multiplying the number of LTIs by 1 million and dividing
this by the total number of man-hours worked
Marine crew Includes employees and temporary agency personnel.
Contractors (third party vendors) are not included
MARPOL The International Convention for the Prevention of
Pollution from Ships
NCS Norwegian Continental Shelf
NIBD Net interest-bearing debt
Abbreviation Definition
Net interest-bearing debt Non-current interest-bearing borrowings plus current
interest-bearing borrowings less cash and cash
equivalents.
NOK Norwegian krone
NWC Net working capital
Net working capital Net working capital is equal to (Total current assets
excl. cash – Total current liabilities excl. Tax payable
and current portion long-term debt)
OSEBX Oslo Stock Exchange main index
SASB Sustainability Accounting Standards Board
SDG The United Nations’ Sustainable Development Goals
SE European company/ Societas Europaea
Sickness absence The total number of sickness absence hours as
a percentage of planned working hours (Prosafe
employees)
SOFR Secured overnight financing rate
SPS Special periodic survey
TCFD Task Force for Climate-related Financial Disclosures
TLP Tension Leg Platform
TRIF Total recordable injury frequency. Number of fatal
accidents, lost-time injuries, injuries involving
substitute work and medical treatment injuries per
million hours worked
TSV Tender support vessel
UMS Unit for maintenance and safety
USD United states dollar
VPS Norwegian Central Securities Depository
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