Vow ASA

Annual and

Sustainability

Report 2025

Contents

About Vow 3

Highlights 4

Business Segments 5

Board of Directors' Report 7

Sustainability Statement 23

Corporate Governance 42

Declaration from the Board of Directors' and CEO 49

Financial Statements 50

Financial Statements Vow ASA 92

Auditor’s Report 104

Annual Report 2025

Highlights Segments Board of Directors' Report Corporate GovernanceSustainability Financial

About

Vow

Vow (the "Group" or the "Company") and

its subsidiaries Scanship, C. H. Evensen

Industriovner and Etia are passionate about

preventing pollution. The company is a cruise

market leader in wastewater purification and

valorization of waste. The company's world

leading solutions convert biomass and waste

into valuable resources and generate clean

energy for a wide range of industries.

Advanced technologies and solutions from Vow enable industry

decarbonization and material recycling. Biomass, sewage

sludge, plastic waste, and end-of-life tires can be converted

into clean energy, low carbon fuels and renewable carbon that

replace natural gas, petroleum products and fossil carbon. The

solutions are scalable, standardized, patented, and thoroughly

documented, and the company's capability to deliver is well

proven. It also has strong niche positions in food safety and in

heat-intensive industries with a strong decarbonizing agenda.

Located in Oslo, the parent company Vow ASA is listed on the

Oslo Stock Exchange (ticker: VOW).

Annual Report 2025

Highlights Segments Board of Directors' Report Corporate GovernanceSustainability Financial

Revenues

NOK million

Adj. EBITDA and Margin

In NOK million and % before non-recurring items.

Employees

At end of period

Order Backlog and Options

At end of period. NOK million

Highlights 2025

2025 was a transitional year for Vow. In May, the new CEO

and CFO took office, and during the summer and fall a

revisit of the strategy was initiated, a profit improvement

program was launched, and measures taken to strengthen

leadership and governance.

During the year, Vow continued to deliver strong activity

and growth in the Maritime Solutions and Aftersales

segments, supported by robust project delivery

momentum and a growing fleet of vessels in operation

with Scanship equipment. Within the Industrial Solutions

segment, the two large circular solutions projects

progressed according to plan, but cost updates impacted

project margins. The remaining shares in Vow Green

Metals (VGM) were divested in June. VGM (now Arbion)

remains a key customer and partner in the common

goal of establishing the first full-scale pyrolysis plant in

Norway.

For the full year 2025, total revenue reached NOK

1 034 million, slightly above the prior year level. There

were increased deliveries and activity across segments,

which was offset by catch-up effect and cost updates

in projects both in the Maritime Solutions and Industrial

Solutions segment.

Vow maintained a strong order backlog of NOK 1 699

million at year-end, more than double the level of the

previous year, providing good visibility for future delivery

milestones.

Despite headwinds and ongoing restructuring efforts, Vow

strengthened its underlying financial and operational

foundation in 2025, establishing the groundwork for

improved performance and sustainable growth.

Subsequent Events

In February 2026, Vow and its subsidiary Scanship

received a significant purchase order from a major

European shipyard for equipment deliveries to four new-

build cruise vessels, valued at EUR 27 million.

Subsequent to the reporting period, the Group obtained

a waiver for the covenant requirements for the period

ending 31 March 2026. In addition, a revised covenant

structure was agreed for the following reporting periods.

Q4 25Q3 25Q2 25Q1 25*Q4 24

117

265

245

228

214

347

102

166

112

171

-6

Aftersales

Maritime

Industrial

*) Restated Q1 2025

Q4 25Q3 25Q2 25Q1 25*Q4 24

1 680

258

1 532

250

1 424

259

1 449

134

1 699

400

Options

Backlog

Q4 24 Q1 25* Q2 25 Q3 25 Q4 25

17 -3

-33 -29

Female

Male

188

Annual Report 2025

Segments Board of Directors' Report Corporate GovernanceSustainability Financial

Highlights

Business

Segments

Vow reports its operations through three segments:

Maritime Solutions, Aftersales, and Industrial Solutions. From

1 January 2026, the company introduced a new operating

model with corresponding business units, each with

dedicated leadership and profit and loss responsibility.

Maritime Solutions

The Maritime Solutions segment delivers environmental

technology for the cruise industry. The segment is based

on Scanship’s maritime operations and includes the main

systems Advanced Wastewater Purification and Waste

Disposal Equipment. The Waste Disposal Equipment

includes sub-systems such as garbage handling, food

waste processing, sludge management and incineration

solutions. Systems are delivered either to shipyards for

new-build projects or as retrofit solutions to vessels

in dry-dock or operation. For new-builds, the shipyard

performs installation under Scanship supervision, while

commissioning and compliance verification is executed

by Scanship. For retrofits, Scanship is responsible for

installation, commissioning and compliance verification.

Scanship’s technology portfolio enables cruise operators

to meet stringent environmental regulations by treating

wastewater to the highest discharge standards and

reducing the environmental footprint of onboard waste

streams. Scanship’s market position within wastewater

purification systems and waste disposal systems is

underpinned by significant long-term relationships with

major cruise lines and shipyards.

In 2025, the segment delivered main systems to 18 cruise

new-builds and commissioned 10 new-build projects,

reflecting continued strong activity in the cruise new-

build market. A key milestone for the year was the award

of a EUR 29.6 million contract for equipment deliveries

to two new-build vessels, representing one of the

largest single awards in Maritime Solutions’ history and

reinforcing demand for Scanship’s integrated clean ship

systems.

Maritime Solutions constitutes a significant share

of the Group’s revenues and remains a core part of

Vow’s operations. The foundation is mature and well-

proven technologies platforms, combined with ongoing

development of selected new solutions.

Revenue

Split

Industrial

Solutions

25%

Aftersales

23%

Maritime

Solutions

52%

Annual Report 2025

Highlights Board of Directors' Report Corporate GovernanceSustainability Financial

Segments

Aftersales

The Aftersales segment comprises lifecycle services

directed at shipowners and primarily serves the installed

base of vessels with Scanship equipment. The segment

contributes to operational reliability, regulatory

compliance and cost-efficient system performance across

our customers vessels or fleets.

Aftersales activities are structured around four main

categories: Chemicals, Spares, Services and Upgrades.

Chemicals ensure efficient system operations and

compliance, while spares replace worn or defective

components to maintain performance and reliability.

Technical services provide inspections, troubleshooting,

and system optimization throughout the life cycle.

Upgrades extend lifetime and improve the performance of

existing installations.

Industrial Solutions

The Industrial Solutions segment has two main focus

areas, Heat Treatment and Circular Solutions. Heat

Treatment is delivered by C. H. Evensen Industriovner

(CHE) and concentrated towards hot-dip galvanizing,

aluminum and post-production treatment of bio-carbon,

supplying energy-efficient high-temperature heat

treatment solutions. CHE develops, designs and fabricates

customized systems tailored to customer needs. Circular

Solutions uses pyrolysis technology to convert waste

into high-value products and enable production of green

thermal energy. In addition, the segment has solutions for

Food Safety related to sterilization of dry food products

supplied by Etia with the Spirajoule and Safesteril

technology.

Industrial Solutions has adjusted the focus through the

revised strategy, especially within Circular Solutions, to

reduce the overall exposure. The main focus remains

within ELT and bio-carbon production technology.

Operations are supported from Norway and Florida,

serving key cruise operators globally. The growing

installed base continues to drive recurring revenue and

strengthen visibility through a robust service backlog.

2025 marked the strongest year to date for Aftersales,

supported by record sales activity and continued

improvement in gross margin and EBITDA. The segment

further strengthened long-term maintenance agreements

and expanded lifecycle support services, reinforcing its

role as a stable and recurring revenue contributor within

the Group.

The Aftersales segment remains focused on operational

efficiency, disciplined execution and continued

development of lifecycle services to support customers

throughout the full system lifetime.

The focus of Circular Solutions is to supply the core

technology, which is integrated into the complete plant

system. Circular Solutions' particular competence in

pyrolysis process design is important in our cooperative

dialogue with customers achieving good integration. This

allows Circular Solutions to maintain focus on the core

technology and reduce exposure that comes with the

overall system design responsibility. The main technology

used in Circular Solutions is supported by Etia for ELT

solutions and by CHE for bio-carbon production.

A key milestone in 2025 was the delivery of the first

5-ton reactor to the Arbion site at Follum, representing

an important step in demonstrating operation of high-

capacity technology.

In 2025, development within ELT progressed positively,

supporting expectations of growth in the years ahead. The

year also showed encouraging momentum in bio-carbon

for metallurgical applications, alongside strong activity in

the aluminum segments. This aligns well with the selected

market approach and the ambition to maintain acceptable

risk levels throughout project execution.

During the year, Industry Solutions further sharpened

its focus within pyrolysis while continuing to build in

selected priority areas. This included a thorough review of

ongoing projects and activities to identify risk elements

and address cost impacts. The findings negatively affected

the financial result for Industry Solutions in the period but

reinforced the necessity of the measures taken. By year-

end, the business had strengthened its execution focus

and established a clearer path for controlled growth and

sustainable development.

Annual Report 2025

Highlights Board of Directors' Report Corporate GovernanceSustainability Financial

Segments

Board of Directors'

Report 2025

2025 was a transitional year for Vow with focus on securing financial control through

improved working capital management, cost control, operational efficiency and

analysis. In May 2025, the new CEO and CFO took office, and efforts were made across

the organization to provide a stronger foundation for more targeted and sustainable

development. The financial results for 2025 are heavily impacted by non-cash effects from

updated project estimates and impairment, while the underlying operation was improving.

Activity in the Cruise market remained high with solid

order intake, and the order backlog provides strong

visibility for the Maritime Solutions segment, with

contracts extending through 2034. The Aftersales

segment continued its positive trajectory, delivering

top-line growth and further margin improvements.

The results in the Industrial Solutions segment are

impacted by updated cost assessments for two major

Circular Solutions projects, and soft performance in the

remainder of the segment. At the end of 2025, a revisit of

the strategy was concluded, resulting in a more targeted

approach with a clear division of the three segments

and announcement of business unit leaders with P&L

responsibility. The strong position in the Maritime

Solutions and Aftersales segment will be reinforced,

while a more selective approach with lower risk will be

implemented for the Industrial Solutions segment. The

liquidity was strengthened at the end of the year, but

fluctuations in liquidity related to project deliveries and

timing of payment milestones are expected, and cash

management will hence remain a key focus in 2026.

Revenue for the year ended at NOK 1 034 million, an

increase of 1.6 percent from 2024. Revenue development

was impacted by updated project estimates impacting

progress in projects and reversal of revenue both in the

Maritime Solutions and Industrial Solutions segment.

EBITDA before non-recurring items came in at negative

NOK 59.2 million, representing a negative margin of 5.7

percent, compared with NOK 48.3 million and a margin of

4.7 percent for 2024.

Annual Report 2025

Highlights Segments Corporate GovernanceSustainability Financial

Board of Directors' Report

Segment Performance

The Maritime Solutions segment maintained strong

momentum in 2025, delivering main systems to 18 cruise

new-builds and commissioning 10 new-build projects

during the year. Revenues increased by 24 percent to

NOK 536 million. EBITDA amounted to NOK 33 million,

compared to NOK 50 million in 2024. The financial results

in the segment were impacted by a catch-up effect of

NOK 31 million in Q2 2025 and a warehouse write-down

of NOK 5 million in Q4 2025.

The Aftersales segment continued to grow following an

increasing number of vessels with Scanship equipment

entering service as a key driver. Revenues reached NOK

236 million, a 14 percent increase from 2024. EBITDA

amounted to NOK 42 million with a margin of 17 percent,

compared to NOK 21 million and a margin of 10 percent

the year before.

The Industrial Solutions segment delivered revenue of

NOK 262 million in 2025, compared to NOK 381 million

in 2024, heavily impacted by cost-updates in the two

circular solutions projects and reversal of revenue in

Q3 2025. EBITDA ended at negative NOK 103 million

compared to NOK 10 million in 2024. The financial results

are also impacted by an inventory-write down of NOK

4 million in the subsidiary Etia related to closing of a

test-site.

In the cruise industry, fleet renewals and upgrades have

resulted in strong demand for cruise ship new-builds

with more advanced clean ship solutions. Maritime

Solutions has 34 ongoing new-build projects in its

backlog, 7 options and is bidding for another 47 new-

build contracts at year-end. Scanship’s strong position as

a market leader in advanced wastewater purification and

waste disposal systems reinforces its strategic role in the

industry's ongoing sustainability transition.

Aftersales remains a stable and growing business,

underpinned by a broad installed base and a service

model grounded in technical leadership, serving close

to 200 ships worldwide in 2025. As more ships enter

operation, the addressable market continues to expand.

Within the Industrial Solutions segment, both the

Food Safety and Heat Treatment area showed soft

performance. The Heat Treatment experienced slightly

lower activity for traditional furnaces due to unstable

demand, caused by the tariff’s uncertainty and delay on

customer investment decisions. For the Circular Solutions

business it has been a year with a focus on completing

the ongoing large-scale projects and cost updates

related to this. An important milestone for the segment

was the delivery of the large 5-ton reactor to the Follum

project.

Overview of the Business

The board of directors' report for the Vow encompasses

Vow ASA ("the parent company") and all subsidiaries and

associated companies.

Business and Location

Vow develops and delivers patented, scalable, and

standardized technologies aimed at eliminating waste

and reducing emissions across industries. Its solutions

are designed to treat wastewater and convert biomass

and waste into valuable outputs, such as CO₂-neutral

energy and bio-carbon, helping to decarbonize industrial

processes. Vow serves customers primarily in the cruise

and industrial sectors.

The company’s portfolio includes systems for waste

treatment, wastewater purification, biomass and waste

conversion, industrial heating, and food sterilization.

Its business model covers the full project lifecycle, from

research and development, sales, and procurement,

to partial in-house production, project execution,

commissioning, operational support, and lifecycle service

and maintenance.

The Group is headquartered in Oslo, Norway. The Group

has employees based in Norway, France, Poland, and the

United States.

Vow operates through offices in Oslo, Tønsberg and

Fredrikstad (Norway), Florida and Oregon (USA), Gdynia

(Poland), and Compiègne (France), as well as warehouse

facilities in Tønsberg and Florida.

Certain employees may be temporarily located in

other countries in connection with project execution or

operational activities, including offshore and onboard

assignments.

Segments

242

Employees

Countries

1 034 MNOK

Revenue 2025

-49 MNOK

Adjusted EBITDA 2025

1 699 MNOK

Backlog Q4 25

Annual Report 2025

Highlights Segments Corporate GovernanceSustainability Financial

Board of Directors' Report

Vision and Values

Vow is driven by a commitment to reduce pollution and

mitigate climate change. Its corporate values guide all

aspects of the business.

The company’s values Trust, Responsible, Inclusive,

and Passionate, reflect how Vow operates and engages

with employees, customers, and partners. Trust is

the foundation of Vow’s culture, while responsible

business conduct underpins all activities. The company

promotes an inclusive approach in its collaboration

with stakeholders and is driven by a passion for

developing solutions that prevent pollution, enable waste

valorization, and contribute to climate change mitigation.

Important Events During 2025

In January a contract of NOK 500 million for equipment

deliveries to a new-build contract was announced,

and through the year the subsidiary Scanship secured

contracts with major European shipyards for a total

value of NOK 1.4 billion, highlighting growing demand

for sustainable and innovative technologies in cruise

ship construction. The cruise industry continues to

show strong momentum, with increased investments

in new shipbuilding projects and advanced technology

solutions.

In May, the new CEO, Gunnar Pedersen, and the new CFO,

Cecilie Hekneby, took office. A revisit of the strategy was

initiated during the summer and concluded in December.

Inclusive towards each

other, partners and

stakeholders

Trust is a key building

block of the VOW

culture

Responsible business

conduct is fundamental for

all we do

Passionate about

preventing pollution,

giving waste value, and

mitigating climate change

In June, Vow divested the remaining shares in Vow Green

Metals (VGM). VGM (now Arbion) remains a key customer

and partner in the common goal of establishing the first

full-scale pyrolysis plant in Norway.

In August, a certification, test and training lab for

the EAP pyrolysis system for the cruise market was

established in Fredrikstad, testing real waste shipped

from cruise-vessels for emission certification.

In November the large CHE-reactor was delivered to

Follum, and in December the first coal was produced.

Events After the Balance Sheet Date

On 23 February 2026, Vow ASA and its subsidiary

Scanship received a purchase order of EUR 27 million

from a major European shipyard. The order covers

equipment deliveries for four new-build cruise vessels,

which are continuations of an existing vessel platform.

On 24 February 2026, Vow ASA obtained a formal

covenant waiver for the reporting period ending 31

March 2026, and agreed on a new covenant structure for

following reporting periods.

Annual Report 2025

Highlights Segments Corporate GovernanceSustainability Financial

Board of Directors' Report

Financial Review

The following financial review is based on the

consolidated financial statements of Vow ASA and

its subsidiaries. The statements have been prepared

in accordance with the IFRS® Accounting Standards

(IFRS) as adopted by the European Union (EU) and in

accordance with the Norwegian Accounting Act. In view

of the board, the income statement, the statements

of comprehensive income, changes in equity and

cash flow, the statement of financial position, and the

accompanying notes provide sufficient information

about the operations, financial results and position of

the Group and the parent company on 31 December 2025.

Vow reports its operations in three segments: Maritime

Solutions, Aftersales, and Industrial Solutions. Further

comments are provided under each of the business

segments.

Exceptional Adjustments Made in 2025

Following the change in management in May 2025 and

the subsequent deep dive in the business areas, certain

exceptional adjustments were made in the financial

reporting in 2025.

In connection with the Q2 2025 reporting process, an

accounting error was identified in Q1 2025 reporting

overstating the reported EBITDA by NOK 16 million. The

misstatement primarily affected the Industrial Solutions

segment and was related to incorrect elimination of

internal margins on projects accounted for under

the percentage-of-completion method. The Q1 2025

numbers were restated in the 1H 2025 report.

In Q2 2025, a catch-up adjustment totaling NOK

34.6 million was recorded. This included a non-cash

revenue reversal of NOK 25.1 million, stemming from

a reassessment of the cost to completion on several

Maritime Solutions projects. The updated estimates led

to a reduction in gross margin compared to previous

periods. Additionally, NOK 9.5 million impacted the cost

of goods sold. Together, these adjustments resulted in a

total catch-up effect of NOK 34.6 million.

In Q3 2025, management performed a reassessment of

two key projects within the Circular Solutions Segment.

Both projects represent significant milestones for our

pyrolysis technology. As these projects moved into

the commissioning phase, a thorough reassessment of

the remaining scope of work was conducted. The re-

assessment was based on current project status, updated

risk assessments, and the latest understanding of what

is required for a successful handover to the customers.

As a result of this re-assessment, a one-time cost

increase was recognized. Since these are predominantly

fixed-price contracts with limited flexibility for price

adjustments, the updated cost estimates led to a reversal

of previously recognized revenues. The adjustment

reflected a reduction in gross margin due to the

increased cost-to-completion for both projects. The

reversal had no cash effect.

In Q4 2025, the Group recognized total impairment of

NOK 119.3 million across the Maritime and Industrial

segments. The impairments reflect updated assessments

of recoverable amounts following changes in technology

strategy, project-specific developments, and revised

future cash flow expectations. In addition, COGS was

impacted by an inventory write-down of NOK 5.3 million

in the subsidiary Scanship, reflecting a reassessment

of inventory values in connection with project

reprioritizations and updated expectations regarding

future utilization. In addition, an inventory-write down

in the subsidiary Etia related to closing of a test-

site impacted COGS with NOK 4.6 million. Neither the

impairment nor the write-downs had cash effect.

Consolidated Statement of Income

In 2025, the Group reported revenues of NOK 1 034.2

million, up from NOK 1 018.2 million in 2024. A detailed

breakdown of revenue performance by segment is

provided below.

For the full year, adjusted EBITDA amounted to negative

NOK 48.7 million, representing a margin of negative 4.7

percent, compared to a NOK 61.1 million and a margin of

6.0 percent in 2024.

Non-recurring costs for 2025 totaled NOK 10.6 million,

compared to NOK 12.8 million in 2023, primarily related

to change of management.

Depreciation and amortization for the year were NOK

47.2 million, compared to NOK 47.4 million in 2024. A

significant share of projects currently recognized on the

balance sheet will commence amortization from 2026.

As a result, 2026 is expected to represent a transitional

step-up year with an increase of approximately NOK 4

million in increased amortization for the full year. Moving

forward, depreciation and amortization are anticipated

to increase from 2027 by approximately NOK 11 million.

A substantial portion of the Group’s non-current

assets relate to intangible assets and goodwill. These

intangible assets derive from a combination of in-house

development projects and business combinations.

All goodwill is derived from business combinations.

The material part of the intangible assets relates to

pyrolysis solutions both for the maritime and land-based

customer market. Intangible assets and goodwill derived

from business combinations are both related to pyrolysis

and heat treatment solutions.

The Group recognized total impairments of NOK 119.3

million across the Maritime and Industrial segments in

2025. The impairments reflect updated assessments of

recoverable amounts following changes in technology

strategy, project-specific developments, and revised

future cash flow expectations.

In the maritime segment, an impairment of NOK 23.6

million was recognized related to the Group’s intangible

asset associated with MAP (Microwave Assisted Pyrolysis)

technology. The MAP technology has been discontinued

and replaced by the Group’s new EAP (Electrically

Assisted Pyrolysis) platform. As MAP technology will no

longer generate future economic benefits, the carrying

value has been fully written down.

Annual Report 2025

Highlights Segments Corporate GovernanceSustainability Financial

Board of Directors' Report

Total impairments in the Industrial segment amounted to

NOK 96.3 million, comprising impairments of intangible

assets of NOK 38.1 million and goodwill of NOK 58.2

million. The impairments reflect updated assessments of

recoverable amounts following revised expectations for

future economic benefits across projects and operations,

driven by changes in underlying market assumptions and

updated financial projections. Management continues

to see significant long-term potential in the Industrial

Solutions markets; however, as with early-stage and

emerging markets, visibility on the pace of technological

adoption remains limited.

The share of net profit from associated companies

recorded a loss of NOK 2.5 million in 2025, compared to

NOK 22.8 million in 2024, reflecting Vow ASA’s share of

net losses from Vow Green Metals (VGM). The remaining

shares of VGM were sold in June 2025, and a gain of NOK

0.6 million was recorded.

Net financial expenses for 2025 were NOK 63.7 million, up

from NOK 59.9 million in 2024. Interest costs were NOK

14.4 million lower, offset by foreign exchange losses in the

beginning of 2025.

The Group’s result before tax for 2025 amounted to a

loss of NOK 291.9 million, compared to a loss of NOK 135.5

million in 2024. Income tax for the year amounted to

positive NOK 12.3 million, compared to NOK 3.4 million in

2024. The Group reported a net loss of NOK 279.5 million,

compared to a net loss of NOK 132.0 million in 2024.

Cash Flow

Net cash flow from operating activities was NOK

64.7 million in 2025 compared to NOK 159.1 million in

2024. The reduction is driven by weaker results from

the operations in 2025 compared to 2024. However,

improvements of NOK 135.9 million in current net

operational assets partly reduced the negative impact

from the operations.

Investing activities in 2024 generated a cash outflow

of NOK 11.2 million, reduced from a cash outflow of

NOK 72.7 million in 2024. The reduction is driven by

lower investments in development projects and further

reduced from the proceeds from the sales of Vow Green

Metals.

Financing activities led to a negative cash flow of NOK

68.1 million in 2025, compared to NOK 100.2 million

in 2024. The outflow is driven by repayment of loans,

interest, and leasing contract payments partly offset by

increased utilization of bank overdraft facilities.

Financial Position

On 31 December 2025, Vow had total assets of NOK 1

065.9 million, compared with

NOK 1 1497.4 million at year-end 2024. The reduction

is mainly explained by lower intangible assets and

goodwill following the impairment of intangible assets

and goodwill recognized at year-end, as well as the

derecognition of the investment in Vow Green Minerals

following the sales of the remaining shares in 2025.

Current assets decreased from NOK 715.9 million to

NOK 430.9 million. The decrease is primarily driven by

a reduction in contract balances of NOK 143.5 million

as well as a reduction in other receivables of NOK 90

million. Total available liquidity at year-end amounted to

NOK 136.2 million.

Interest-bearing debt (including current borrowings and

overdraft facilities) increased during the year. Long-term

borrowings decreased to NOK 33.7 million, while current

borrowings increased to NOK 193.9 million, reflecting

reclassification of debt to current maturities. The

reclassification is required due to breach of the covenant

requirements to DNB borrowing facility. The company

received a waiver on the covenant breach for the period

ending 31 December 2025 on 18 December 2025.

Utilization of the bank overdraft and trade finance

facilities increased to NOK 164.4 million at year-end 2025,

up from NOK 87.3 million at year-end 2024.

Interest-bearing debt is NOK 462.9 million compared to

NOK 470.1 million at the end of 2024.

Current liabilities increased from NOK 652.2 million on

31 December 2024, to NOK 738.5 million on 31 December

2025, mainly due to reclassification of debt from non-

current to current maturities. The reclassification is

required due to the breach of the covenant requirements

to the DNB burrowing facility. The company received a

waiver on the covenant breach for the period ending 31

December 2025 on 18 December 2025.

Net current operational assets amounted to NOK 36.4

million on 31 December 2025, compared to NOK 172.3

million at year-end 2024. The reduction is primarily

explained by lower contract balances, which decreased

from NOK 297.5 million to NOK 154 million, and lower

other receivables. Trade receivables were reduced to NOK

171.7 million from NOK 295.8 million, reflecting improved

collection routines. Trade creditors decreased from NOK

205.4 million to NOK 139.9 million, while contract accruals

decreased from NOK 228.9 million to NOK 147.9 million

in line with project progress and updated assessments.

Overall, the development reflects active working capital

management throughout the year and significant

reduction in operational balances.

The share capital of Vow ASA amount to NOK 27 247

626.571 divided into 291 418 466 shares, each with a

nominal value of NOK 0.0935. On 31 December 2025,

Vow had a total equity of NOK 227.4 million, representing

an equity ratio of 21.3 percent, compared to NOK 504.5

million on 31 December 2024 (33.7 percent).

Segments

The Group is organized across three operating segments:

Maritime Solutions, Aftersales, and Industrial Solutions.

Costs that are not allocated to the business segments

are reported under the Administration. These costs

are mainly related to headquarters and operating the

publicly listed parent company.

Annual Report 2025

Highlights Segments Corporate GovernanceSustainability Financial

Board of Directors' Report

Maritime Solutions

Revenues for FY 2025 reached NOK 536.0 million, up

from NOK 429.5 million in 2024. The adjusted EBITDA

of NOK 33.9 million is NOK 16.6 million lower than one

year earlier, however impacted by the negative catch-up

adjustments reported in Q2 2025 of NOK 31.6 million,

of which NOK 25.1 million impacted revenue and the

remainder COGS. There were no non-recurring items in

FY 2025 nor in FY 2024. The growth is primarily related to

increased delivery volumes to shipyards and progress on

large new-build contracts.

The share of legacy contracts is decreasing. In 2025

legacy contracts accounted for 56 percent of revenues

in the Maritime Solutions segment, compared to 90

percent in the same period last year. Legacy contracts

Maritime Solutions

Key Financials

Amounts in NOK million FY 2025** FY 2024 Change

Revenues 536.0 429.5 106.5

Adj. EBITDA* 33.9 50.5 (16.6)

Adj. EBITDA margin (%) 6.3% 11.8%

Operating result (EBIT) 0 22.7 (22.3)

Order intake 1 399 720

Backlog 1 587 722

*No non-recurring items included in Adj. EBITDA

**YTD 2025 including Q2 negative catch-up adjustment totaling NOK 31.6 million effect on EBITDA, whereas NOK 25.1 million impacted revenue and NOK 5.5

million impacted COGS.

Aftersales

Key Financials

Amounts in NOK million FY 2025** FY 2024 Change

Revenues 236.1 206.9 29.2

Adj. EBITDA* 42.1 24.2 17.9

Adj. EBITDA margin (%) 17.8% 11.7%

Operating result (EBIT) 39.1 19.8 19.3

*No non-recurring items included in Adj. EBITDA

**YTD 2025 including Q2 negative catch-up adjustment totaling NOK 31.6 million effect on EBITDA, whereas NOK 25.1 million impacted revenue and NOK 5.5

million impacted COGS.

with fixed prices entered for a series of vessels have

been a challenge for the company. The revised terms

and conditions in the new contracts have contributed to

improved profitability, enhanced cash flow, and reduced

risk exposure.

During 2025, the maritime segment recorded 18 main

system deliveries, as well as 10 ships commissioned,

compared to 16 main system deliveries in 2024 and 9

ships commissioned.

Order intake in 2025 of NOK 1 399 million was recorded

strong adding to the order backlog which was NOK 1,587

million on 31 December 2025, compared with NOK 722

million one year earlier. In addition, the segment has NOK

400 million in backlog options as of 31 December 2025.

Aftersales

Revenues for FY 2025 reached NOK 236.1 million, up from

NOK 206.9 million in 2024, an increase of 14.1 percent.

Adjusted EBITDA for FY 2025 reached NOK 42.1 million,

up from NOK 24.2 one year earlier. The adjusted EBITDA-

margin improved from 11.7 percent in FY 2024 to 17.8

percent in FY 2025, demonstrating that steps initiated to

increase operational performance are starting to manifest.

The Aftersales segment has maintained a strong growth

momentum, underpinned by its global presence serving 75

ships worldwide in 2025. An increasing number of vessels

in operation equipped with Vow systems continued to

drive service demand, while ship deployments steadily

increased, and product portfolio expansion remained

ongoing. These developments support both higher activity

levels and stable profitability in the segment.

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Industrial Solutions

Key Financials

Amounts in NOK million FY 2025** FY 2024 Change

Revenues 262.2 381.8 (119.6)

Adj. EBITDA* (102.3) 21.3 (123.6)

Adj. EBITDA margin (%) -39.0% 5.6%

Operating result (EBIT) (232.0) (17.4) (214.5)

Order intake 85 157

Backlog 112 243

*No non-recurring items included in Adj. EBITDA

**YTD 2025 including Q2 negative catch-up adjustment totaling NOK 31.6 million effect on EBITDA, whereas NOK 25.1 million impacted revenue and NOK 5.5

million impacted COGS.

Industrial Solutions

Revenues for the Industrial Solutions segment amounted

to NOK 262.2 million in 2025, down from NOK 381.8

million in 2024. Adjusted EBITDA was negative NOK 102.3

million, heavily impacted by updated cost assessments

in Q3. Adjusted EBITDA in 2024 was NOK 21.3 million last

year. Non-recurring items in 2025 are related to specific

restructuring and organizational adjustments in the

subsidiary ETIA.

The two large Circular Solutions projects are developing

in accordance with updated assumptions made in Q3,

involving a lowering of the expected total margin for the

projects. The performance in the Thermal Heat treatment

area was soft but showed positive development at the

end of the year.

Industrial Solutions continues to reduce risk exposure

by completing existing projects and maintaining a

disciplined focus on selected opportunities. FEED studies

remain an important contributor to keeping overall risk

at an acceptable level.

The order backlog in Industry Solutions was NOK 112

million at year end, compared with NOK 243 million one

year earlier.

Administration

Administration costs amounted to NOK 31.8 million

in 2025, compared with NOK 34.9 million in 2024.

Administration costs are expenses that are not allocated

to the business segments, as they relate to general

administration and the cost of being a listed company.

Parent Company and Allocation of Net Loss

The parent company, Vow ASA, primarily has

administrative costs related to the listing at Oslo Stock

Exchange, audit and legal fees and remuneration of the

board. The operating result for 2025 was recorded at a

loss of NOK 9.6 million compared with a loss of NOK 13.0

million for 2024.

Net financial items for 2025 were recorded with a net

financial gain of NOK 19.0 million compared with a

net financial cost of NOK 97.5 million in 2024. The net

financial cost in 2024 was largely impacted by the write

down of shares in an associated company at the time,

Vow Green metals.

The result for the year ended at NOK 9.4 million for 2025,

compared with negative NOK 110.6 million in 2024. The

parent company had total assets booked at a value of

NOK 869.8 million on 31 December 2025, compared with

959.4 million on 31 December 2023. The parent company

had total equity of NOK 683.7 on 31 December 2025,

representing an equity ratio of 78%.

The board propose that the profit of NOK 9.4 million in

the parent company is transferred to retained earnings.

Retained earnings: NOK 9.4 million

The board proposes that no dividend is to be paid for

2025.

Research and Development (R&D)

In 2025, the Group continued its structured

reorganization of research and development activities,

balancing the R&D portfolio across the Group’s business

areas while placing increased emphasis on the maritime

segment. The focus has been on development-oriented

work that supports ongoing projects and near-term

commercial opportunities, reflecting a strategic

prioritization of activities that accelerate deployment

and strengthen execution capabilities.

As part of this approach, Vow established the Electrically

Assisted Pyrolysis (EAP) certification laboratory to

reduce technical and scale-up risk and to accelerate

validation of key process parameters. The company has

also continued targeted development work to refine

critical process equipment within the Industrial Solutions

segment, supporting improved reliability, performance,

and scalability across several industrial applications.

During 2025, Vow invested NOK 38.5 million on its

product development activities, compared with NOK

69.2 million in 2024. Intangible assets from product

development activities were as of 31 December 2025

booked at NOK 425.4 million, down from NOK 470.3

million at the end of 2024.Development investments

in 2025 was NOK 38.5 million. Intangible assets were

impaired with NOK 61.1 million in 2025. See note 12 for

further information.

During 2025, the Group implemented a revised

capitalization policy under which only expenditures

deemed strictly necessary are capitalized, supporting a

more prudent and disciplined balance sheet approach.

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Risks and Risk Management

Vow’s international footprint, operations, and exposure

to the market provide both opportunities and risks that

may affect the company’s operations, performance,

finances, reputation and share price. External risk factors

such as market risks, supply chain risks, pandemics,

cyber crime, compliance and integrity risks, political

risks, risks related to civil and political unrest including

war, and climate related risks may have a significant

adverse impact on the company, in addition to internal

risk factors such as operational risks and financial risks.

Several of these risk factors are described below.

Looking ahead, Vow sees that possible increased

polarization in the geopolitical landscape may

influence business opportunities and supply chains. The

development is monitored closely.

Cybercrime Risk

Cybercrime and cyber-attacks may result in system

downtime, disruption to operations, or significant

loss of intellectual property. Vow maintains internal

IT and information security capabilities and works

closely with external service providers to ensure

appropriate protection, monitoring, and response. The

company is continuously strengthening its incident

response capabilities through ongoing collaboration,

improvements in processes, and increased focus on

information security controls.

Market Risk

The market outlook for Vow remains positive, with

increased demand across our segments. This is expected

to drive investments across our relevant markets.

However, our industry continues to be affected by several

external factors which may impact future activity levels.

Some of the principal factors that may contribute to

market risks are outlined below:

• Instability in world economy as result of virus

pandemics, barriers to trade as tariffs or risks related

to civil or political unrest and war, including impacts

such as supply chain disruptions

• Uncertainty regarding future contract awards and

their impact on future earnings and profitability

• Climate change including environmental

requirements and overall development in the market

• Regional, state and local regulations and government

practices impacting commercial frameworks and

approval processes for relevant markets

• Contracting models with unbalanced risk-reward

profiles

• Liabilities under environmental laws and regulations

These factors will influence customer investment activity

levels across relevant markets. Such market development

may lead to capacity adjustments and changes in the

valuation of company assets and liabilities.

Vow is committed to an active policy of risk management

and will take mitigating actions to increase flexibility in

its operations, for instance by reducing costs, developing

its international workforce, investing in developing

new technologies and solutions, and enhancing

standardization and simplification.

The company aims to be agile in its approach to the

market, effectively adapting to industry demand,

environmental social and governance (ESG) requirements

and fluctuations to deliver optimal value and reward

across the value chain. A focus on continuous

improvement in productivity is central to these efforts.

Entering new market segments also presents new

opportunities and risks.

Operational Risk

Vow delivers both reimbursable and fixed-price

contracts. Contracts that include fixed prices for all parts

of the deliverables are subject to the risk of potential

overruns. Vow is involved in projects that are both

demanding and complex in nature, with significant

design and engineering requirements, as well as

extensive procurement and manufacturing of equipment,

sourcing supplies and construction management.

In certain situations, the projects may also require

the development of innovative new technology and

solutions. These may impact on the company’s ability to

deliver on time in accordance with a contract, potentially

harming Vow’s reputation, performance, and finances.

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Factors that may have an adverse material effect on the

business, results of the operations and finances of Vow,

but are not limited to:

• Labor markets and resources required to execute

projects

• The ability to safeguard multiple large projects

• The loss of business from a significant customer, thew

failure to deliver a significant project as agreed, or

alterations to the order backlog

• The ability to compete effectively and maintain

market positions and sales volumes

• The ability to successfully commercialize new

technology, including digitalization

• Non-delivery and/or disputes with key supplier(s)

• Delays or quality issues impacting project delivery or

performance

• Supply chain disruptions and prices of raw materials,

longer lead times, capacity of fabrication years and

logistics

A considerable share of the solutions embedded in

projects have been developed and managed by in-house

employees using a significant portion of their daily

work hours in this respect. Vow’s business operations

are reliant on its ability to attract and retain highly

competent and experienced employees, as well as

maintaining a good reputation in the market to retain

key customers and suppliers to further develop and

secure the Groups market position.

Risks related to HSSE are defined as a risk category in the

enterprise risk management procedure. On a company

level, these risks include physical security threats,

crisis management risks, the risk of major accidents or

malfunctions in our products/ and or insufficient service

and risk for fatalities, serious injuries or environmental

spills in our own operations. Additional information on

management of safety-related risk is included in the

Health and Safety chapter in this report.

The Group's success within the cruise industry is built

on cost efficiency and standardized, flexible solutions

for wastewater purification and waste management

for cruise ships. These services are marketed under

the "Scanship" brand. The "Scanship" brand is highly

respected and familiar to customers in the cruise ship

industry. Failure to protect this brand could have material

adverse effects on the operations, prospects and

development.

Technology Risk

Vow’s business model and strategic development

depend on the performance, reliability and continuous

advancement of the Group’s technologies, including

proprietary designs, patents, software, control systems,

trademarks and accumulated know-how. Many of

the solutions delivered to customers are based on

technology developed in-house and require ongoing

engineering efforts, testing and certification to meet

evolving regulatory requirements, environmental

standards and customer expectations. There is a risk that

new technologies may not function as intended in all

operating environments, or that competing technological

developments may reduce the competitiveness of Vow’s

solutions.

Vow seeks to mitigate these risks through structured

development and verification of its technologies,

including testing, pilot installations, and gradual scaling

of solutions before broader deployment. Ongoing

dialogue with customers, shipyards and relevant

authorities support alignment with operational and

regulatory requirements and helps identify necessary

adjustments at an early stage.

The Group maintains internal procedures and contractual

frameworks aimed at protecting intellectual property,

supplemented by technical measures such as controlled

access to sensitive information. While such safeguards

cannot fully eliminate risk, they are intended to reduce

the likelihood of misuse or unintended disclosure.

Technology development is supported by continued,

but selective, investment in research and engineering,

with prioritization of projects that are considered

commercially and strategically relevant. Operational

experience from installed systems is used to inform

incremental improvements, and standardization where

feasible is applied to enhance reliability and reduce

complexity.

In addition, the Group monitors external technological

developments and may engage in collaborations or

partnerships where appropriate to complement internal

capabilities and support the ongoing development of its

technology portfolio.

Compliance and Integrity Risk

Vow shall conduct its business with integrity, respecting

the laws, cultures, dignity, and rights of individuals in

all the countries where the company operates. Vow has

a Code of Conduct which is endorsed by the Board of

Directors and constitutes a framework for managing

compliance and integrity risks. It describes Vow’s

commitment and requirements regarding business

practice, personal conduct, and expectations towards

business partners.

The Code of Conduct and other compliance procedures

are implemented and operationalized in the line of

business through a Group compliance program. The

Group compliance program is designed to help the

company promote a culture of compliance and integrity,

and to prevent, detect and respond to non-compliances,

breaches of law, regulations, or internal policies.

Vow has established policies and procedures to

comply with applicable ethical standards, laws, and

regulations domestically and internationally. Vow

could, nevertheless, potentially become involved in

unethical behavior, either directly or through third parties

or partners. Key tools to reduce these risks are the

company’s code of conduct, Group compliance program

including anti-corruption and human right frameworks,

which are implemented in all Vow's locations. Risks are

managed through country risk assessments, sanctions

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and trade compliance assessments, mandatory

compliance and integrity awareness training, compliance

reviews and integrity due diligence process of business

partners.

Vow has zero tolerance for corruption and works

vigilantly to prevent such behavior. The company has

controls in place throughout the organization that are

designed to identify and limit the effects of violations

of thew Code of Conduct. Employees violating the code

face consequences from warning to dismissal.

Vow is committed to building a culture of trust where

employees are comfortable to ask questions, seek

guidance, raise concerns and report suspected violations.

Vow’s whistleblowing channel allows anyone (including

externals) to report concerns, incidents, breaches or

suspected breaches to the Code of Conduct, other

internal policies, or laws and regulations. The company

does not tolerate retaliation against anyone who speaks

in good faith.

Financial Risks

The objective of financial risk management is to

manage exposure to increase predictability of

earnings and minimize potential adverse effects on

financial performance. Financial risk management and

exposures are described in detail in note 21, and capital

management is described in note 22. The main financial

risks are:

• Currency Risk: As Vow reports in Norwegian

kroner (NOK), fluctuations in exchange rates may

have an impact on reported financial figures. Vow

has international operations and most project

contracts are in Euro. Vow is exposed to currency

risk on commercial transactions, assets, liabilities

when payments and revenues and expenses are

denominated in currency other than the functional

currency of the respective entity. A substantial part

of project cost is in Euro, representing a natural hedge

where project revenue is in the same currency. Overall

currency risk exposure is evaluated for each prospect,

mitigating the risk of unforeseen fluctuations.

• Liquidity Risk: The company is unable to meet the

obligations associated with its financial liabilities.

The management seeks to ensure financial flexibility

by forecasting cash flow needs and maintaining

sufficient liquidity reserves and available committed

credit lines.

• Interest Rate Risk: The company’s interest exposure

arises from the external loans and borrowings and will

fluctuate with NIBOR. The company has no interest

rate hedging.

• Credit Risk: The risk of financial losses if a customer

or counter-party to financial receivables fails to

meet contractual obligations. The credit risk related

to customer’s ability to pay is assessed in the bid

phase and during execution of a project. Most of the

companies’ customers are international highly rated

companies where the risk is limited, and Vow’s overall

exposure to credit risk related to customer’s ability

to pay is considered low. However, due to unmature

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markets in the Industrial Solutions segment, the

company sees a credit risk for some customers. The

credit risk is monitored closely, and the company is

actively pursuing mitigating actions.

• Price Risk: Vow is exposed to market price

fluctuations, which are mitigated during the bid

process through fixed price escalation clauses and/or

by linking prices to relevant indices. There is a risk of

higher inflation following the global situation.

Estimation Risk

The preparation of the financial statements in

accordance with IFRS requires the management to make

judgments, use estimates and assumptions that affect

the reported amounts of assets and liabilities, income,

and expenses.

The uncertainty is highest in relation to the project

evaluations and the following factors:

• Total hours estimated

• Total estimated costs

• Technical complexity that may impact on total cost

These estimates directly influence the amount and

timing of recognized revenue over a project’s lifetime.

While inherent uncertainty exists within certain aspects

of our project delivery reporting, this uncertainty is

actively managed and mitigated through structured

processes. Robust contract and change order

management, together with recurring assessments of

project risks and associated contingency provisions,

enhance the reliability and predictability of the

underlying estimates. These measures strengthen the

quality of our financial reporting and support a more

accurate reflection of project performance

Risk Management

Vow’s approach to enterprise risk management, risk

management, and internal control is based on the

principles of ISO 31000, the Project Management Institute

(PMI), and the Committee of Sponsoring Organizations of

the Treadway Commission (COSO) frameworks, although

not all elements of these standards are applied.

Vow has established governing documents and tools

for key risk categories; however, the company’s risk

management is primarily driven through project

execution and engineering processes, where risks are

identified, assessed, and managed as an integral part of

ongoing operations.

Vow applies a combination of risk management practices

to manage its exposure to risk, with particular strength

in technical risk assessment. These are complemented

by internal key controls and safeguarding processes for

tenders and projects in execution, as well as scenario

planning, sensitivity analyses, and regular reviews.

Liability Insurance

The directors and officers of Vow ASA are covered under

a Director and Officer’s liability insurance (D&O). The

insurance covers personal legal liabilities, including

defense and legal costs. The insurance covers officers

and directors of the parent company and the subsidiaries

in Norway and Poland. The insurance includes employees

in managerial positions or employees who become

named in a claim or investigation.

Going Concern

The Group has strengthened working capital management,

cost control and operational efficiency, with liquidity

substantially improving towards the end of 2025.

High delivery volumes on a large maritime project will

lead to a temporary liquidity effect in May–July 2026.

This is mitigated through a temporary increase in the

overdraft facility and acceptance of deviation from the

minimum cash covenant.

Liquidity is expected to normalize from July 2026 as

milestone payments will be received, and the Group

anticipates that with the strong order back log and profit

improvement initiatives taken, cash flow from operation

will be sufficient to meet its liabilities.

In accordance with the Norwegian Accounting Act, the

Board of Directors confirms that the financial statements

have been prepared based on the going concern

assumption.

Corporate Governance

Good corporate governance provides the foundation

for long-term value creation that benefits shareholders,

employees, and other stakeholders. The board of Vow

has established a set of governance principles to ensure

a clear division of roles between the board, the executive

management, and the shareholders. The principles are

based on the Norwegian Code of Practice for Corporate

Governance.

Vow is subject to annual corporate governance reporting

requirements under section 2-9 of the Norwegian

Accounting Act and the Norwegian Code of Practice for

Corporate Governance, cf. Oslo Rule Book II – Issuer Rules

section 4.4 under Continuing obligations for Issuers of

Shares. The Accounting Act may be found (in Norwegian)

at www.lovdata.no. The Norwegian Code of Practice for

Corporate Governance, which was last revised on 28

August 2025, may be found at www.nues.no. The annual

statement on corporate governance for 2025 has been

approved by the board and can be found on page 61 of

this annual report.

Sustainability Reporting

Vow is subject to sustainability reporting requirements

under chapter 2 of the Norwegian Accounting Act. The

detailed reporting on all relevant topics can be found in

the sustainability statement, which is included on page

26 of this directors’ report and on www.vowasa.com.

The sustainability statement is prepared with reference

to the Global Reporting Initiative (GRI) Standards and

encompasses all subsidiaries within the Group.

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Share and Shareholder Matters

Vow ASA is listed on Oslo Stock Exchange (ticker: VOW).

Vow has one class of shares, and all shares carry equal

rights. Each share has a par value of NOK 0.0935 and

carries one vote at the general meetings. The company

emphasizes equal treatment of its shareholders, and

the shares are freely negotiable. No restriction on

negotiability is included in the Articles of Association.

The issued share capital of Vow ASA was NOK 27 247

626.571 divided into 291 418 466 fully paid shares at year-

end 2025. During 2025, the Vow share traded between

NOK 1.18 and NOK 3.50 per share, with a closing price of

NOK 2.79 per share on 31 December 2025.

On 31 December 2025, the company had a total of 6 769

shareholders, of which the 20 largest shareholders held a

total of 52.6 percent of the shares.

Summary and Outlook

The cruise lines report high demand, strong financial

results, and continue to order new ships. The yards in

Europe building cruise ships have close to full order

books into the 2030ies. Strict regulations and increased

environmental awareness are driving the demand for

Vow’s technology and solutions. The backlog in the

Maritime Solutions segment is strong with improved

terms enabling improved margin performance going

forward, however high activity at the yards may impact

project timeline.

The Aftersales segment shows steadily improving

margins and healthy growth. A growing fleet of vessels in

operation will continue to drive demand for after-sales

lifecycle services.

Commissioning of the industrial scale projects at Follum

and Rhode Island is progressing, with ramp-up towards

full operation expected during 2026. The large CHE

reactor was delivered in Q4 2025 and, together with

Arbion, work continues towards planned operation

during 2026. These projects support continued scaling

within selected market areas. Thermal Heat Treatment

has seen increased activity from the aluminum industries

and heat treatment of bio-carbon.

The company remains focused on balancing opportunity

with execution capacity and is closely monitoring the

development of the pipeline to ensure alignment with

market dynamics and strategic priorities.

2025 was a transitional year for Vow with a focus on

securing financial control through improved working

capital management, cost control, operational efficiency

and analysis. Liquidity strengthened at the end of

2025, but fluctuations in liquidity are expected in the

next quarters related to project deliveries and timing

of payment milestones. Cash management will hence

remain a key focus in 2026.

A clear strategy, a more selective commercial approach

and a strong operational foundation have enabled us

to move from analysis to execution. We are delivering

improvements, capturing opportunities, and creating

long-term value..

We are confident that the building blocks are in place

and that we are on a steady path to strengthening

financial performance step by step.

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Annual report 2025

Board of Directors

Thomas Fredrick Borgen

Chairman

Mr. Borgen brings extensive experience from international capital markets and

strategy management, including as CEO of Danske Bank and senior advisor

with Bain & Company. He has also worked for Chemical Bank (now JP Morgan)

and Nordlandsbanken (now DNB). Mr. Borgen is presently senior advisor with

Bain & Company.

Mr. Borgen holds an MBA from Syracuse University (1989) and a bachelor's

degree in business administration and management from Heriot-Watt

University (1987).

Mr. Borgen and close associates own or control 1 997 392 shares in Vow ASA.

Mr. Borgen was elected as chair on 19 November 2024, and has been on the

board of directors since 23 May 2024. He attended 17 out of 17 board meetings

in 2025.

Current Directorships: Chair of Kongsberg Digital. Board of directors of Wilh.

Wilhelmsen Holding ASA.

Independent: Yes

Maria Tallaksen

Board Member

Ms. Tallaksen brings experience in investment strategies across all sectors,

with a focus on driving value for portfolio companies, having served as

partner at Altor Equity Partners. Prior to joining Altor, she worked at Morgan

Stanley in London.

Ms. Tallaksen holds a Master’s degree in business with a major in finance from

BI norwegian school of Management, and also pursued studies in Information

Technology and Mathematics at the University of Oslo.

Maria Tallaksen and close associates own or control 555 329 shares in Vow

ASA.

Ms. Tallaksen was appointed as new board director in the company's board of

directors 19 November 2024 and attended 17 of 17 board meetings in 2025.

Current directorships: Board director of Sats ASA, board director of Scatec

ASA, board director Hafslund ASA, Paritee AS and Stiftelsen Kunstnernes Hus.

Independent: Yes

Kristin Herder Kaggerud

Board Member

Ms. Kaggerud brings leadership experience from initiating and driving operational

excellence, strategy processes, and transformation programs. She is currently SVP

Production for Continental Europe in Yara and has held various VP positions at

Aker Solutions, a management consultant position at Boston Consulting Group,

as well as other research positions. Ms. Kaggerud has experience as a member of

the executive committee for Yara Clean Ammonia and as a deputy board member

on the board of the Norwegian University of Science and Technology.

Ms. Kaggerud holds a PhD in Energy and Process Engineering from the

Norwegian University of Science and Technology and Chalmers University

of Technology, and a master’s degree in chemical engineering from the

Norwegian University of Science and Technology.

Number of shares in Vow ASA: 0

Ms. Kaggerud was appointed as a new board director on the company’s board of

directors on 19 November 2024 and attended 16 of 17 board meetings in 2025.

Independent: Yes

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Elin Steinsland

Board Member

Ms. Steinsland has experience and a skill set that includes technology

management, industrialization, driving change processes, creating business

cases, and managing people across different locations and countries. She is

currently CEO of Hydepoint AS and has operational experience from, among

others, SINTEF, TietoEvry, Emerson/Roxar, and Moreld Apply, holding various

positions such as Head of Technology, VP Engineering and Development,

and General Manager. Ms. Steinsland also has board experience from Innovar

Solutions AS, Torsion Tool Company AS, and Roxar AS.

Ms. Steinsland holds a master's degree in physics from NTNU and a PhD in

Silicon Sensor Technology from the University of Oslo (UiO).

Number of shares in Vow ASA: 0.

Ms. Steinsland was appointed as a new board director on the company’s board

of directors on 19 November 2024 and attended 17 of 17 board meetings in

2025.

Independent: Yes

Egil Haugsdal

Board Member

Mr. Haugsdal has extensive experience from international industries within ABB AS and Kongsberg Group

ASA. He joined Kongsberg Group in 1985 and again in 1996 after having served nine years with ABB. Since

then, he has held several leading roles within Kongsberg Group, including Head of Business Development

for the Kongsberg Group, Head of Kongsberg Oil & Gas Technologies, and Head of Kongsberg Protech

Systems. During his tenure as President of Kongsberg Maritime, the company grew from NOK 8.6 billion to

NOK 19 billion in revenues and successfully acquired and integrated Rolls-Royce Commercial Marine. Mr.

Haugsdal was most recently President of Kongsberg Renewables Technologies, part of Kongsberg Group, a

global technology corporation headquartered in Norway.

Mr. Haugsdal holds a bachelor’s degree in mechanical engineering from Gjøvik University College (HiG).

Mr. Haugsdal holds 293 636 shares in Vow ASA.

Mr. Haugsdal has been a board director since 22 May 2023 and attended 16 out of 17 board meetings in

2025.

Current Directorships: Chair of Veidekke ASA.

Independent: Yes

Board of Directors continued

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Management Team

Gunnar Pedersen

Chief Executive Officer

Mr. Pedersen joined Vow ASA as Chief Executive Officer

in May 2025, bringing with him more than two decades of

leadership experience from the maritime and industrial

sectors.

Prior to joining Vow, he held several senior roles within

the Kongsberg Group, where he worked since 2002.

Most recently, he served as Executive Vice President,

Automation & Control at Kongsberg Maritime. His

previous roles also include Executive Vice President,

Technology at Kongsberg Maritime and Senior Vice

President, Software and Services at Kongsberg Oil & Gas

Technologies and Kongsberg Digital.

Mr. Pedersen holds 1 000 000 shares in Vow ASA..

Mr. Pedersen replaced Mr. Jonny Hansen, which was

interim CEO and left Vow ASA in September 2025.

Cecilie Brænd Hekneby

Chief Financial Officer and

Investor Relations

Ms. Hekneby joined Vow ASA as Chief Financial Officer

in May 2025, bringing with her extensive financial

leadership experience from a range of industries. Prior to

joining Vow, Ms. Hekneby held the position as Group CFO

& IR in Spir Group ASA and in Self Storage Group ASA,

being responsible for overall financial operations and

corporate development.

Earlier in her career, she held senior finance roles in

Selvaag Self-Storage AS, Color Line AS and Posten Norge.

Ms. Hekneby holds a degree as Siviløkonom from the

Norwegian School of Economics (NHH).

Ms. Hekneby and close associates own 6,147,299 shares in

Vow ASA.

Ms. Hekneby replaced Ms. Tina Tønnesen, which left Vow

ASA in June 2025.

Per Carlsson

Chief Technology Officer

Mr. Carlsson has more than 15 years of research and

development experience in thermal conversion process

including combustion, gasification, pyrolysis, and

torrefaction.

In the CTO role, he oversees, coordinates, and approves

all R&D activities in the Group. Mr. Carlsson holds an

MSc in mechanical engineering and a PhD in energy

engineering and has previously worked as a researcher,

senior business developer and research manager. He

joined the company in August 2021.

Number of shares in Vow ASA: 0.

Malena Morsbach

Chief of Staff

As Chief of Staff, Ms. Morsbach is responsible for Human

Resources, organizational development, and culture

across the Group. Her role focuses on strengthening

leadership capability, establishing robust people

processes, and ensuring that the organization is

structured and equipped to support the company’s

strategic priorities, including compliance with applicable

labor laws and regulatory requirements.

Ms. Morsbach holds a Master of Arts in Management and

Entrepreneurship from Leuphana University in Lüneburg,

Germany and joined the Group in May 2022.

Number of shares in Vow ASA: 0.

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Board of Directors' Report

Ivar Bjerkeli Homme

EVP Maritime Solutions

Mr. Homme joined Vow in 2017 and holds the newly

established position of Executive Vice President (EVP)

of Maritime Solutions from 1 January 2026, with overall

responsibility for the development and delivery of

the company’s maritime solutions globally. He brings

extensive project management experience from the

oil and gas, maritime and industrial sectors, with a

strong track record in complex project execution and

operational leadership.

Prior to joining Vow, Mr. Homme spent 11 years at

National Oilwell Varco in senior project management

roles. At Vow, he has held several senior positions,

including VP Project Operations and Interim COO.

Mr. Homme and close associates own 29,900 shares in

Vow ASA.

John Ivar Johannessen

EVP Industry Solutions

Mr. Johannessen holds the newly established position

of Executive Vice President (EVP) Industry Solutions

from 1 January 2026, with overall responsibility for the

development and delivery of Vow’s industry solutions.

He brings a strong technical background from the

maritime industry, combined with nearly two decades of

commercial and leadership experience. Mr. Johannessen

first joined Vow (then Scanship) as a Process Engineer

from 2005 to 2008, before spending 14 years at Alfa

Laval in various commercial and management positions.

He returned to Vow in 2022.

Number of shares in Vow ASA: 0.

Micheal Taylor

EVP Aftersales

Mr. Taylor joined Vow in 2009 and holds the newly

established position of Executive Vice President (EVP)

Aftersales from 1 January 2026, with overall responsibility

for the continued development and performance of

Vow’s Aftersales business sector.

After entering the marine industry in 2007, he has

leveraged his education and experience across business,

project management and technical roles. He has held

several roles within Scanship and Vow since joining the

Group in 2009.

Number of shares in Vow ASA: 0.

Management Team continued

A Transitional Year

During 2025 a new management team was

established. The new CEO and CFO took office in May

and from 1.1.2026 the team was enforced with EVPs for

each segment. Ms. Tina Tønnessen left her executive

role at Vow (effective 1 June 2025), Mr. Jonny Hansen’s

contract ended in late September 2025, and Mr. Henrik

Badin’s contract ended on 30 June 2025.

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Board of Directors' Report

Sustainability

Statement 2025

Basis for Preparation

This report has been prepared with reference to the

Global Reporting Initiative (GRI) Standards and covers all

entities consolidated in Vow ASA (“Vow”).

The report is prepared in accordance with applicable

sustainability disclosure requirements under the

Norwegian Accounting Act.

Subsidiaries are generally fully consolidated from the

date the Group assumes control and are deconsolidated

from the date control ceases. Unless otherwise stated,

sustainability data is reported for the full reporting year.

Workforce data represents the number of employees

as of 31 December 2025, while other sustainability

indicators are reported as cumulative figures for the

reporting year.

The sustainability information presented in this report

has not been subject to external assurance.

242

Employees, of which 25 percent women

and 19 nationalities per 31 December 2025

99 tCO

Scope 1 and 2

Countries with

operations: Norway,

France, Poland, US

and Italy

High-consequence work-

related injuries

2.7%

Sick leave

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Sustainability Financial

General

Material Topics

In anticipation of potential EU sustainability reporting

requirements (CSRD and ESRS), a double materiality

assessment was initiated in the fall of 2024 to identify

Vow’s material sustainability topics.

The methodology applied in the double materiality

assessment followed requirements and guidance issued

by the EU and EFRAG. The process was supported by

an independent advisory firm and consisted of six

workshops with a project team that included leaders

from Vow’s business units and support functions. In

addition, employee representatives and internal subject

matter experts were interviewed and consulted. Relevant

input was also gathered from suppliers, risk databases,

scientific articles, and industry organizations. No external

stakeholders were directly consulted. The Executive

Management Board and the Audit Committee were

informed and consulted throughout the process. The

final results were approved by the Board of Directors.

ability to manage global risks and maintain stakeholder

trust. Together, these topics reflect key conditions

for safeguarding Vow’s long-term value creation and

strategic development.

The material topics represent core aspects of Vow’s

business activities and strategic direction. Although Vow

now falls below the revised CSRD reporting thresholds,

the company will continue to prioritize and actively

manage these topics as integral to its long-term value

creation.

Going forward, the company will further develop its

approach to managing the identified sustainability topics

and associated impacts, risks, and opportunities (IROs).

A revised governance structure for Vow’s sustainability

work has been established, and the company will

continue to strengthen its policies, KPIs, targets, and

action plans to ensure alignment with Vow’s strategy and

stakeholder expectations.

Vow’s material topics are reviewed at least annually

by the Executive Management Team and the Board of

Directors to ensure continued relevance and strategic

alignment.

Environment Social Governance

• Climate change

• Pollution

• Resource use and circular

economy

• Own workers

• Workers in the value chain

• Responsible business conduct

Vow’s most significant environmental impacts primarily

reflect the positive contribution of its technologies to

climate change mitigation, pollution prevention, and circular

economy solutions. At the same time, Vow’s operations

and value chain are associated with greenhouse gas

emissions, energy use, and certain negative environmental

externalities. Several of the identified environmental topics

also represent business opportunities, driven by regulatory

developments and increasing demand for sustainable and

resource-efficient solutions.

Under social aspects, the material topics relate to

ensuring safe and responsible working conditions

within Vow’s operations and across the value chain.

This includes health and safety, workforce capacity and

competence, and respect for human and labor rights.

Within governance, the material topics encompass

responsible business conduct, sound supplier

management, organizational culture, and the company’s

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Sustainability

Key Stakeholders

• Customers

• Current and future employees

• Shareholders and investors

Other Stakeholders

• Authorities

• Board of directors

• Business and research partners

• Classification society

• Competitors

• Corporate management

• Lenders

• Local communities

• Media

• NGOs

• Unions

• Policy makers

• Public funding agencies

• Suppliers

Stakeholder Groups

Vow has several stakeholder groups. These include key

stakeholders that have a significant and direct impact

on Vow’s operations, as well as other stakeholder

groups whose influence is also relevant. The identified

stakeholders are listed on the left.

Customers, employees, shareholders, and investors are

identified as Vow’s key stakeholder groups. For Vow to

achieve its mission, customer demand for environmental

solutions is crucial.

In collaboration with customers, Vow’s employees

develop and customize solutions tailored to each

customer’s specific needs. Employees are essential

to day-to-day operations and play a key role in

maintaining strong customer relationships and ensuring

customer satisfaction.

Vow maintains regular and close dialogue with

its key stakeholder groups. The company serves a

limited number of recurring customers within the

cruise segment and land-based industries, fostering

long-term relationships built on trust, performance,

and mutual value creation. Vow is committed to

safeguarding customer interests and maintaining a

strong understanding of their needs, priorities, and

sustainability ambitions through continuous interaction

and collaboration.

Through ongoing discussions related to Vow’s solutions

and projects, the company gains valuable insights into

customer expectations and key areas of importance.

Internally, Vow continuously works to strengthen

its culture and working environment by promoting

collaboration across business units and maintaining a

low threshold for seeking advice and raising concerns.

Vow also maintains an open and transparent dialogue

with its shareholders. The company hosts quarterly

presentations and remains available to address

questions and provide updates between reporting

periods.

Stakeholder Forum for communication Type of interest

Customers

Conferences, physical/digital meetings,

web page, LinkedIn, e-mail, telephone,

podcast, questionnaires, grievance

mechanism

Customers seek solutions that enhance their environmental performance while also delivering strong economic

value. They expect systems that are commercially viable, cost-efficient over their lifecycle, and aligned with

regulatory requirements. They expect a high level of technical expertise, reliable and timely delivery, competitive

pricing, and consistently high-quality standards. In addition, customers expect responsible business conduct

throughout the value chain.

Current

and future

employees

Intranet, town hall meetings, performance

and development dialogues, employee

engagement surveys, e-mail, telephone,

Teams, whistleblowing channel, HSEQ

reports, social events

Employees value good working conditions and a safe, inclusive, and supportive work environment that promotes

equal opportunities, and continuous learning and skills development. They also value clarity in strategic direction

and well-defined processes and ways of working. They are motivated by meaningful work and by contributing to

solutions that support climate change mitigation, pollution prevention, and the transition to a circular economy.

Shareholders

and investors

Corporate reporting, webcasts,

roadshows, presentations, stock exchange

notifications, LinkedIn, podcast, e-mail,

telephone, grievance mechanism

Investors seek sustainable long-term value creation supported by a robust and scalable business model. They

expect predictable financial performance, disciplined capital allocation, strong cost control, and effective risk

management. Investors also place strong emphasis on transparency, sound corporate governance, and clear

strategic direction. Measurable targets and consistent reporting are key to maintaining investor confidence.

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The most frequently used channels for stakeholder

dialogue are meetings, email, and telephone. In addition,

Vow communicates broadly with stakeholders through

its intranet, website, and LinkedIn. The company aims to

continuously improve stakeholder dialogue as it grows

and develops.

Contribution to the UN Sustainability

Development Goals

The United Nations’ Sustainable Development Goals

(SDGs) set out an action plan to address the significant

challenges facing the world. The 17 SDGs and their

169 targets demonstrate that these challenges are

SDGs Relevant SDG targets Vow material topics with

impact on SDG targets

• End all forms of discrimination against women (5.1)

• Ensure women's full and effective participation and equal

opportunities for leadership (5.5)

• Own workforce

• Increase the share of renewable energy (7.2) • Climate change

• Decent work for all women and men, including for young people

and persons with disabilities, and equal pay for work of equal

value (8.5)

• Protect labor rights and promote safe and secure working

environments for all workers (8.8)

• Own workforce

• Workers in the value chain

• Ensure sustainable consumption and production patterns (12)

• Environmentally sound management of chemicals and all wastes

(12.4)

• Reduce waste generation through prevention, reduction recycling

and reuse (12.5)

• Pollution

• Resource use and circular

economy

• Action to combat climate change (13) • Climate change

• Reduce marine pollution (14.1) • Pollution

• Reduce corruption and bribery in all their forms (16.5)

• Promote non-discriminatory laws and policies (16.b)

• Business conduct

• Own workforce

interconnected and must be addressed simultaneously.

Businesses have a clear responsibility to contribute

to the achievement of the SDGs. Vow recognizes this

responsibility and is dedicated to delivering high-quality

technological solutions that benefit both customers

and the environment. In addition, the company works

to ensure that the supporting activities involved in

delivering these solutions are sustainable.

As illustrated on the left, Vow contributes to several SDG

targets through its solutions and supporting activities.

Further details on how Vow contributes to the SDGs are

provided in the following chapters.

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Environment

In Maritime Solutions, Vow, through its subsidiary

Scanship, delivers systems for onboard waste processing

and wastewater purification for the cruise industry.

These solutions support compliance with stringent

environmental regulations and contribute to reduced

emissions and improved resource efficiency at sea.

Vow’s Aftersales services support customers throughout

the lifecycle of installed systems, ensuring reliable

operation, optimized performance, and continued

regulatory compliance. Through maintenance, upgrades,

spare parts, and technical support, Aftersales contributes

to extending equipment lifetime, reducing downtime, and

maximizing the environmental benefits of Vow’s solutions.

Industrial Solutions delivers technologies and integrated

systems that convert waste into high-value products

and enable the production of green thermal energy. The

business area also provides advanced heat treatment

and thermal processing technologies across a wide range

of industrial applications.

Vow’s solutions enable customers to enhance their

environmental performance across maritime and

industrial operations.

2025 Highlights

• Vow has two main projects that

represent important milestones for

pyrolysis technology. These projects

are in commissioning and progressing

as planned, with first bio-carbon

successfully produced during Q4.

• Scope 1 and 2 emissions are reduced

by 27 percent from 2024 to 2025

• Climate accounts are expanded with

climate gas emissions from use of sold

products

Impact on UN SDGs

Delivering solutions that convert waste into

neutral energy

Powering the circular economy with solutions

for valorization of waste and promoting

corporate responsibility in the value chain

Enabling industries to reduce use of fossil

fuels, capture CO

and lower emissions, as well

as taking climate action on own operations

Preventing pollution with technologies for

wastewater purification and waste valorization

Carbon Footprint

Mitigating climate change and supporting industries

in their efforts to decarbonize are at the core of Vow’s

business. In 2021, Vow began tracking its greenhouse gas

(GHG) emissions in accordance with the GHG Protocol.

The company has progressively expanded its Scope 3

reporting to include emissions across the value chain,

with emissions from the Use of Sold Products included

for the first time in the 2025 reporting year.

The distribution of greenhouse gas emissions reflects

the nature of Vow’s business model as a provider of

large, complex, and customized systems. Because most

manufacturing activities are outsourced to specialized

suppliers, direct operational emissions are relatively

limited. As a result, Scope 1 and Scope 2 emissions

represent a small share of the company’s total footprint.

A significant portion of emissions occurs within Scope

3 categories associated with the value chain. As

Vow’s systems consist of numerous components and

Annual Report 2025

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specialized equipment sourced from external suppliers,

emissions related to Purchased Goods and Services

constitute a significant share of the total footprint. These

emissions reflect the upstream production of materials,

components, and equipment required to assemble and

deliver the systems.

In addition, activities related to installation and

commissioning at customer sites involve international

travel and logistics, contributing to emissions from

Business Travel. The transportation of equipment

and system components to customer locations also

contributes to emissions within the Transportation and

Distribution category.

The largest share of reported emissions is associated

with the Use of Sold Products category. Most systems

delivered by Vow require energy input during operation,

in the form of electricity or natural gas. Emissions in

this category are calculated based on the estimated

lifetime energy consumption of the systems delivered

to customers during the reporting year. While the

GHG inventory captures emissions associated with

the operation of these systems, it does not account

for the avoided emissions enabled by many of Vow’s

technologies.

Scope 1, 2 and 3 greenhouse gas (GHG) emissions

Unit 2024 2025

Change from

2024 to 2025

SCOPE 1

Stationary combustion Natural gas tCO

e 15.6 11.6 -25.6%

Propane tCO

e 0.5 0.5 0.0%

Diesel tCO

e 7.0 0.0 -100.0%

Biodiesel tCO

e 2.8 3.4 21.4%

Mobile combustion Diesel tCO

e 33.7 31.2 -37.1%

Petrol tCO

e 33.3 21.3 -36.0%

Refrigerants R-134A tCO

e 7.8 0.0 -100.0%

Scope 1 total tCO

e 100.8 68.1 -32.4%

SCOPE 2

Electricity Location-based tCO

e 35.1 29.8 -15.1%

Market- based tCO

e 386.1 311.7 -19.3%

District heating and cooling tCO

e 0.4 1.5 275.0%

Scope 2 total, location-based tCO

e 35.5 31.3 -11.7%

Scope 2 total, market-based tCO

e 386.5 313.3 -18.9%

SCOPE 3

Upstream value chain C1: Purchased Goods and Services tCO

e 11 747.1 10 113.3 -13.9%

C2: Capital Goods tCO

e 15.5 21.4 38.5%

C3: Fuel- and Energy-Related Activities tCO

e 42.9 38.1 -11.1%

C4: Upstream Transportation and Distribution tCO

e 1 056.2 1 038.1 -1.7%

C5: Waste Generated in Operations tCO

e 9.2 8.8 -4.3%

C6: Business Travel tCO

e 835.9 638 -23.7%

C7: Employee Commuting tCO

e 175.2 134.4 -23.3%

C8: Upstream Leased Assets tCO

e 82.1 43.9 -46.6%

Downstream value chain C9: Downstream Transportation and Distribution tCO

e 437.9 143.9 -67.1%

C11: Processing of Sold Products tCO

e - 542 177.3 -

Scope 3 total (excl. Processing of Sold Products) tCO

e 14 402.0 12 179.8 -15.0%

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Total emissions Unit 2024 2025

Change from

2024 to 2025

Scope 1 and 2, location-based tCO

e 136.3 99.4 -27.1%

Scope 1 and 2, market-based tCO

e 487.3 381.4 -21.7%

Scope 1, 2 and 3, location-based

(excl. Use of Sold Products) tCO

e 14 538.3 12 279.2 -15.5%

Scope 1, 2 and 3, market-based

(excl. Use of Sold Products) tCO

e 14 889.3 12 561.2 -15.6%

Emission intensity

(location-based) Unit 2024 2025

Change from

2024 to 2025

Scope 1 and 2 tCO

e/NOK million turnover 0.1 0.1 0.0%

Scope 1, 2 and 3

(excl. Use of Sold Products) tCO

e/NOK million turnover 14.2 11.9 -16.0%

Scope 1 and 2 tCO

e/employee 0.6 0.4 -33.0%

Scope 1, 2 and 3

(excl. Use of Sold Products) tCO

e/employee 65.8 50.7 -23.0%

In 2025, the greenhouse gas emissions separated into

Scope 1, 2 and 3 had the following distribution:

Scope 1 68.1 tCO

e, 0.6% of total emissions

Direct GHG emissions from sources owned or

controlled by Vow.

Scope 2 31.3 tCO

e, 0.3% of total emissions

Indirect GHG emissions from purchased

electricity, steam, heat, and cooling.

Scope 3 (excl.

Use of Sold

Products)

12 179.8 tCO

e, 99.2% of total emissions

All other indirect GHG emissions that occurs

in Vow’s value chain.

Scope 1

Scope 1 emissions decreased by 32 percent from 2024 to

2025, mainly due to reduced fuel consumption. Diesel use

for stationary combustion was phased out, contributing to

lower emissions. Emissions from mobile combustion also

declined, partly reflecting improvements in the vehicle

fleet, with electric vehicles representing 45 percent in

2025 compared to 36 percent in 2024. Hybrid vehicles

accounted for 20 percent, compared to 9 percent in 2024.

Emissions from biodiesel increased slightly compared to

the previous year, mainly reflecting normal operational

variations, including testing activities.

Refrigerant emissions may vary between years, as they

are recorded when refrigerants are refilled or replaced.

No refrigerant emissions were recorded in 2025.

Scope 2

Scope 2 emissions decreased, mainly due to lower

electricity consumption, which declined by 8 percent,

from 812 MWh in 2024 to 744 MWh in 2025. For the

market-based method, emissions were also influenced

by an increased share of electricity covered by

guarantees of origin, rising from 9.7 percent in 2024 to 15

percent in 2025. The significant percentage increase in

district heating emissions is not considered material, as

it is driven by a low baseline and small absolute changes

in consumption.

Scope 3

The reduction in emissions from Purchased Goods and

Services (Category 1) is mainly driven by lower emission

factors applied in the spend-based methodology. While

total procurement costs increased during the same

period, the decrease in emission factors more than offset

this increase. As a result, calculated emissions from

Purchased Goods and Services declined.

Emissions from Business Travel (Category 6) decreased

compared to 2024, mainly reflecting reduced air travel

activity, particularly intercontinental and continental

flights, as well as fewer hotel stays. The reduction is

also partly influenced by updated emission factors for

air travel, which decreased compared to the previous

reporting year.

Emissions from Employee Commuting (Category 7)

decreased compared to 2024. In the 2025 inventory,

commuting emissions have been adjusted to reflect

office attendance under hybrid working arrangements, an

adjustment that was not applied in the 2024 calculations.

In addition, the latest employee commuting survey

indicates a higher share of electric vehicles compared to

the previous survey conducted in 2023.

The reduction in emissions from Downstream

Transportation and Distribution (Category 9) from

2024 to 2025 is primarily driven by changes in how

transportation activities are organized and classified,

rather than an actual reduction in transport volume. For

one of the Vow’s subsidiaries, downstream emissions

decreased significantly as fewer customers arranged

and paid for transportation themselves. Instead, a larger

share of transportation was organized by the company,

resulting in emissions being reclassified as upstream

transportation in 2025. This change therefore largely

reflects a shift between categories, rather than a real

reduction in transport-related emissions.

For Upstream Transportation and Distribution (Category

4), the development is influenced both by this shift and

by improvements in data quality and methodology. In

2024, parts of the emissions were to a greater extent

based on manual calculations, and double counting of

certain transportation activities has been identified. No

adjustments have been made to correct for this in the

reported 2024 figures, which affects comparability with

2025. In 2025, the data foundation is to a greater extent

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based on collected and more detailed supplier-specific

data, rather than manual calculations and estimates,

resulting in a lower and more accurate estimate.

Emission Intensity

Emissions intensity improved compared to 2024. While

emissions from several sources decreased during the

year, both revenue and the number of employees

increased, contributing to lower emissions per unit of

economic activity and per employee.

Accounting Policies

Greenhouse gas (GHG) emissions are reported in

accordance with the Greenhouse Gas Protocol (GHG

Protocol) and include Scope 1, Scope 2, and Scope 3

emissions, applying the operational control approach.

In 2025, the Scope 3 category Use of Sold Products

(Category 11) was incorporated into the inventory, resulting

in complete Scope 3 coverage. As a consequence, the base

year has been updated from 2024 to 2025.

GHG emissions are calculated using a digital accounting

system aligned with the GHG Protocol and ISO 14064-1.

supplemented by the average-product method where

quantity data is available.

Category 3 (Fuel- and Energy-Related Activities) is

calculated using fuel consumption data multiplied by

relevant emission factors.

Category 4 (Upstream Transportation and Distribution)

is primarily calculated using tons-kilometers (tkm)

reported by logistics providers, multiplied by relevant

emission factors. Where tkm data is not available, CO₂

emissions data reported directly by logistics providers is

used. Transportation from suppliers to Vow’s facilities is

estimated using spend-based emission factors.

Category 5 (Waste Generated in Operations) is calculated

based on waste quantities and treatment methods

reported by waste management providers, where

available. Where waste data is not available, primarily for

office activities, waste generation is estimated at 130 kg

per employee per year, with waste composition based on

national statistics from Statistics Norway (SSB).

Category 6 (Business Travel) is calculated using

distance-based methods and other activity data (e.g.,

hotel stays), or fuel-based calculations and emissions

data reported directly by travel providers.

Category 7 (Employee Commuting) is estimated based

on employee survey data on commuting patterns.

Travel distance is multiplied by transport-mode-specific

emission factors and adjusted for office attendance.

Employees working exclusively on-site are excluded.

Category 9 (Downstream Transportation and

Distribution) is calculated using tons-kilometers (tkm)

derived from internal data on gross weight and transport

distance.

Category 11 (Use of Sold Products) is estimated based

on systems delivered to customers during the reporting

year. Expected lifetime energy consumption is derived

from system specifications and engineering assumptions

regarding system lifetime and operating conditions,

developed by internal technical experts, and multiplied

by relevant electricity or fuel emission factors. Process-

related emissions are currently excluded but will be

incorporated in future reporting.

Subcategories Category 10 and Categories 12–15 are not

considered relevant for Vow ASA.

Primary Emission Factor Sources:

• Categories 1, 2, and 8: Cornerstone Sustainability Data

Initiative (2025), Supply Chain GHG Emission Factors

for U.S. Commodities (v1.4.0)

• Categories 3 and 11: International Energy Agency (IEA)

(2025), Emission Factors 2025

• Categories 3, 4, 5, 6, 7, 9, and 11: Department for

Environment, Food & Rural Affairs (DEFRA) (2025), UK

Government GHG Conversion Factors for Company

Reporting

• Category 5: U.S. Environmental Protection Agency

(EPA) (2025), Emission Factors for Greenhouse Gas

Inventories

• Category 11: International Maritime Organization (IMO)

(2020), Fourth IMO Greenhouse Gas Study 2020

Emission factors are updated annually to reflect the most

recent available datasets. Calculation methodologies and

emission factor sources are described below.

Scope 1 and 2

Scope 1 and Scope 2 emissions are primarily calculated

based on energy consumption multiplied by relevant

emission factors.

Primary Emission Factor Sources:

• Department for Environment, Food & Rural Affairs

(DEFRA) (2025), UK Government GHG Conversion

Factors for Company Reporting

• U.S. Environmental Protection Agency (EPA) (2025),

Emission Factors for Greenhouse Gas Inventories

• Norwegian District Heating Association (2024),

Fjernkontrollen 2024: District Heating Statistics for

Norway

Value Chain Emissions (Scope 3)

Category 1 (Purchased Goods and Services), Category

2 (Capital Goods), and Category 8 (Upstream Leased

Assets) are estimated using categorized spend data

multiplied by relevant spend-based emission factors,

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30Annual Report 2025

Sustainability

Restatement

The company continuously works to improve data

quality, data coverage, and internal data collection

processes related to greenhouse gas accounting. As

methodologies and input data improve, historical

emissions data may be recalculated to ensure

consistency and comparability over time.

In 2025, emission factors were harmonized across the

inventory. Consequently, FY2024 emissions have been

recalculated to ensure comparability with FY2025 and

subsequent reporting periods.

Emissions Reduction Targets and

Progress

Vow set a target to achieve net-zero emissions for

Scope 1 and Scope 2 by 2025. To support this ambition,

the company identified several mitigation measures,

including electrification of the vehicle fleet, replacement

of fossil fuels with renewable energy sources in R&D

activities, increasing the share of electricity covered by

guarantees of origin, and purchasing carbon offsets for

remaining emissions.

Although the company did not achieve the net-zero

target within the planned timeframe, progress has

been made in reducing emissions. During the reporting

year, Vow continued to improve the composition of its

vehicle fleet, increase the share of electricity covered by

guarantees of origin, and reduce the use of fossil fuels

in certain activities, contributing to lower Scope 1 and

Scope 2 emissions compared to the previous year.

Vow remains committed to reducing its greenhouse gas

emissions and minimizing its climate impact. During

the reporting year, the company established a revised

sustainability governance structure to support a more

structured and integrated approach to sustainability

management. This framework will guide the further

development of climate-related initiatives and the

company’s approach to emissions reduction going

forward.

As part of this work, Vow will continue to assess

mitigation opportunities, review its emissions reduction

roadmap, and evaluate potential alignment of its climate

targets with the Science Based Targets initiative (SBTi)

to support long-term progress in line with international

climate frameworks.

Climate Risks and Opportunities

Identifying and managing climate-related risks and

opportunities remains a priority for Vow. As a provider

of technologies that support emission reduction, waste

valorization, and resource efficiency in maritime and land-

based industries, Vow’s business model is closely linked

to regulatory developments and the pace of the green

transition. Understanding how climate-related risks affect

markets, customers, and operations is therefore important

for long-term value creation and resilience.

Through its climate risk assessments, Vow has identified

several material climate-related risks:

• Transition risks, including changes in environmental

regulation, implementation of new policy frameworks,

carbon pricing mechanisms, and evolving political

priorities. Delays, reversals, or inconsistencies in

regulatory implementation may affect market growth

and customer investment decisions. Demand for

Vow’s technologies is also influenced by geopolitical

instability, economic uncertainty, interest rate

developments, and fluctuations in consumer demand,

particularly in the cruise industry.

• Technology and execution risks related to the

development and scaling of industrial pyrolysis

solutions. As these technologies are relatively new

and continue to be deployed at a larger industrial

scale, there are inherent risks related to research,

development, commercialization, and project

execution, which may affect timing, costs, and

performance.

• Operational and supply chain risks, as Vow delivers

complex systems for onboard vessels and land-

based facilities. Project delays, cost overruns, or

performance-related claims could affect financial

performance and reputation.

• Physical risks, including potential impacts from

extreme weather events on supply chains, project

execution, and infrastructure.

At the same time, the global transition to a low-

carbon and circular economy represents climate-

related opportunities for Vow. Increasing regulatory

requirements to reduce greenhouse gas emissions,

improve resource efficiency, and strengthen energy

security support the relevance of Vow’s technologies

across maritime and industrial markets.

Climate-related opportunities for Vow include solutions

that reduce reliance on fossil fuels and enhance

energy security through the use of pyrolysis gas, the

use of biochar as a carbon-neutral reducing agent in

industrial processes, and the further development of

biochar carbon removal (BCR) as a long-term carbon

storage solution. Opportunities also arise from the

need to reduce air pollution from onboard waste

incineration, driving a shift toward cleaner waste

treatment technologies, as well as from circular solutions

enabling the recovery and reuse of materials such

as carbon black and the reduced use of fossil-based

inputs in downstream industries. In addition, regulatory

and market developments related to energy use in

industrial processes create opportunities for efficiency

improvements, system upgrades, and technology

conversions.

The above climate-related risks and opportunities are

based on Vow’s double materiality analysis and climate

risk assessments (with reference to the TCFD framework)

and are informed by relevant risk factors described in the

company’s prospectus. The TCFD report is available at

www.vowasa.com.

Vow Solutions and Environmental Impact

Maritime Solutions

Vow, through its subsidiary Scanship, provides advanced

technologies for processing waste and purifying water

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for cruise ships. The company’s solutions are designed

to reduce pollution, enhance circular resource use,

and support compliance with increasingly stringent

international and national environmental regulations.

Vow’s waste and wastewater treatment systems are

designed and certified in accordance with IMO MARPOL

pollution regulations and the EU Marine Equipment

Directive (MED). The systems are built to meet the most

stringent discharge requirements, including enhanced

nutrient removal in designated Special Areas, and are

aligned with IMO MEPC 269(68) and EU Regulation

1257/2013, which restrict the use of hazardous materials

and promote safe and environmentally sound ship

recycling.

The Advanced Wastewater Purification (AWP) system

treats all wastewater generated onboard passenger

vessels through multi-stage biological treatment and

UV disinfection, significantly reducing the risk of marine

pollution by removing organic matter, nutrients, and

bacteria. As cruise activity expands and environmental

regulations become more stringent, demand for high-

performance wastewater treatment solutions remains

strong.

Traditional onboard waste incineration contribute to

air emissions and permanent loss of natural resources.

Vow’s Electrically Assisted Pyrolysis (EAP) technology

offers an alternative by converting dry waste, food waste,

sewage sludge, and other residual streams into energy

and biochar. The resulting pyrolysis gas can be used for

onboard energy generation, reducing reliance on fossil-

based fuels, while biochar enables material recovery and

supports circular value chains. In this way, the solutions

contribute to reducing air emissions and enabling more

sustainable and circular waste management at sea.

Commitments and Frameworks:

• IMO MARPOL pollution regulations

• EU Marine Equipment Directive (MED)

• IMO Hong Kong International Convention for the Safe

and Environmentally Sound Recycling of Ships (HKC)

• Regulation (EU) No. 1257/2013 of the European

Parliament and of the Council of 20 November 2013,

on Ship Recycling (EU SRR)

Industrial Solutions

Within Industrial Solutions, encompassing both Circular

Solutions, Heat Treatment Technology and Food Safety,

Vow enables industries to reduce emissions, recover

energy, and improve resource efficiency as part of the

transition to a low-carbon and circular economy.

Pyrolysis is a thermochemical process in which organic

materials are heated in the absence of oxygen. Instead

of being combusted, the material undergoes controlled

thermal decomposition and is converted into three main

outputs: biochar, pyrolysis gas, and pyrolysis oil.

In line with Vow’s strategy of capital discipline and asset-

light growth, Industrial Solutions prioritizes applications

with demonstrated commercial viability. The current

commercial focus is on biomass-to-biocarbon and end-of-

life tires to recover carbon black and tire pyrolysis oil (TPO),

alongside continued growth in heat treatment services.

Through pyrolysis, biomass can be converted into

stable biochar, enabling long-term carbon storage or

substitution of fossil-based carbon such as coal and

coke in energy-intensive industries, including the

metallurgical industry. When applied to end-of-life tires

(ELT), the feedstock is converted into recovered carbon

black, tire pyrolysis oil, and energy-rich gas, enabling

material recovery, reducing landfill dependency, and

supplying lower-carbon inputs to industrial value chains.

Across feedstocks, pyrolysis gas and oil can be reused

for heat, power generation, and industrial applications,

supporting reduced reliance on fossil fuels and improved

energy efficiency and energy security.

Heat treatment processes are energy-intensive and

typically rely on electricity and natural gas for high-

temperature operations. As climate regulations become

more stringent and energy costs and security concerns

increase, demand for energy-efficient furnace systems,

electrification, and retrofit solutions is growing. This creates

opportunities to improve performance, reduce emissions,

and extend the lifetime of existing industrial assets.

Food Safety bases the sterilization of food products

using electrical energy, combined with steam. This

process does not use chemicals to treat food products

and secure a sterilization process that avoids impacting

the food product's texture, taste, and color.

Aftersales

Aftersales is Vow’s segment dedicated to service,

providing lifecycle support primarily for installed

maritime systems. Through the supply of spare parts,

technical services, chemicals, and operational expertise,

Aftersales helps ensure reliable operation, maximum

uptime, and long-term system performance.

Throughout the lifetime of installed systems, Vow

provides tailored service and maintenance to support

efficient operation and regulatory compliance. Spare

parts and chemicals are supplied to both new and

existing installations, helping to maintain stable process

performance while optimizing resource use. Preventive

maintenance programs and global technical service

activities, including inspections, onboard service

visits, troubleshooting, and system tuning, help reduce

downtime and maintain efficient system operation.

Mid-life upgrades and refurbishment of components

such as automation systems, pumps, and dosing

equipment enable customers to modernize existing

installations rather than replace them. By extending

system lifetime and maintaining efficient operation,

Aftersales supports circular economy principles

through lifecycle-based services and long-term system

performance.

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Social

By fostering a culture that embraces diversity and

supports continuous learning and development, the

company strengthens both its resilience and its ability to

make sound decisions.

Many of Vow’s employees work on-site to install

and commission systems, making health, safety, and

environmental (HSE) practices critically important. The

company is committed to a zero-harm vision and thrives

to ensure that all employees and partners operate in safe

and secure working conditions.

Vow’s employees are the company's most valuable

resource. A diverse workforce provides a foundation

for innovation and new perspectives.

2025 Highlights

• Increased female representation in leadership from

23% to 31%, demonstrating progress in strengthening

gender balance across management

• Improved workforce data systems to enhance

transparency, consistency, and employee follow-up

across the Group

• Implemented a strengthened Group-wide sick

leave reporting and follow-up framework to ensure

early support and consistent practices across the

organization

Impact on UN SDGs

• Focus on diversity and

equal opportunities

among employees and

management

• Support a positive

and inclusive working

environment with a skilled

and growing workforce

• Prioritize occupational

health and safety across the

value chain

Diversity, Equality and Inclusion

Diversity, equality, and inclusion are core principles at

Vow, and the company’s commitment is embedded in

its values and policies, including the Employee Code of

Conduct, available at www.vowasa.com.

Equality is defined as providing equal opportunities

for all, regardless of gender, age, ethnicity, religion,

belief, disability, pregnancy, parental leave, caregiving

responsibilities, sexual orientation, gender identity,

gender expression, or any combination of these factors.

Vow’s efforts related to diversity, equality, and inclusion

are led by the Chief of Staff.

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One incident of discrimination was reported in 2025.

The case was handled in accordance with the Group’s

established procedures and was thoroughly investigated.

Appropriate measures were taken following the

investigation.

Employment per 31 December 2025 Women Men Total

Permanent 57 178 235

Temporary 3 4 7

Full time 57 178 235

Part time 3 4 7

New hires 2025 (full time) 15

(incl. 4 Temporary employees)

Turnover 2025 12.5% 11.8% 12%

Parental leave 4 10 14

Employment per 31 December 2025 Women Men Total

Below 30 5 24 29

30-50 39 107 146

Above 50 16 51 67

Total 60 182 242

Female ratio per country 2025 per 31 December 2025 Women Men Total

Norway 48 138 186

France 5 17 22

US 5 11 16

Poland 2 12 14

Italy 0 4 4

Total 60 182 242

Nationalities among employees 2025 2025

Number of nationalities among employees 19 19

Non-discrimination 2024 2025

Detected incidents of discrimination 0 1

The prevention of discrimination remains an important

part of the Group’s diversity and equality efforts. The

Group aims to prevent all forms of discrimination and

harassment in the workplace. Employees are encouraged

to report concerns through the established whistleblowing

channel, and all reported cases are handled responsibly

and in accordance with internal policies.

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Gender Equality

Operating within traditionally male-dominated industries,

Vow recognizes gender equality as a key priority in its

diversity efforts. The Group has established measurable

targets to support balanced representation and long-term

organizational sustainability.

In 2025, female representation increased from 21 percent

to 25 percent of the total workforce. Female representation

in leadership positions increased from 23 percent to 31

percent. The previously established target of at least 25

percent female representation in both leadership and the

overall workforce has therefore been achieved.

To support continued progress, Vow promotes equal

opportunities in recruitment and internal advancement

processes. Structured recruitment practices and diversity

and inclusion guidelines for external recruitment partners

are applied to reduce potential bias and ensure fair and

objective hiring decisions.

As part of strengthening long-term competence and

leadership continuity, Vow will further formalize and

develop its succession planning framework. The company

will work systematically to ensure that key leadership

positions have identified and documented succession

plans, including diverse candidate pools. Increasing

diversity in leadership pipelines will be an important

priority in this work.

While progress has been made, Vow recognizes that

further efforts are required to strengthen gender balance

at all organizational levels and remains committed to

continuous improvement.

Board of Directors

The Board of Directors of Vow ASA comprises 60 percent

women and 40 percent men.

Employees by employee category 2025 Women Men Total

C-level 2 4 6

Vice President 1 5 6

Director 2 3 5

Manager 7 13 20

Lead 9 17 26

Staff 39 140 179

Total 60 182 242

Pay equality and compensation ratio per 31 December 2025 2025 2024

Average salary for women as a percentage of average salary for all employees 100.40% 99.7%

Average salary for men as a percentage of average salary for all employees 99.87% 100.1%

Key figures for human capital development 2025 2024

Average hours of training employees have undertaken 16 20

Percentage of employees that have completed regular performance and development

review

68% 70%

Percentage of employees that have completed employee engagement survey 67% 63%

Human Capital Development

Vow is committed to strengthening competence

development and ensuring long-term organizational

capability across the Group. Continuous learning and

knowledge sharing are central to the company’s human

capital strategy.

Vow emphasizes close leadership and dialogue-based

follow-up. Managers are expected to maintain regular

interaction with their teams and ensure that individual

development is addressed systematically. Through annual

performance reviews and ongoing employee dialogues,

individual development plans are established to support

competence growth aligned with both employee

aspirations and organizational needs.

To support continuous learning, Vow regularly organizes

internal knowledge sessions where employees share

expertise across functions and business units. These

sessions are open to all employees and held at regular

intervals, strengthening collaboration and cross-

functional understanding.

Onboarding includes structured on-the-job training as

well as relevant site visits to facilities and cruise ship visits.

This practical exposure enhances understanding of Vow’s

technology and operations, supporting faster integration

and stronger engagement with the Group’s core activities.

Average training hours are based on time of registration

where available, supplemented by information reported

by managers.

Worker Participation and Communication

Effective communication and employee involvement are

key drivers of continuous improvement. They help build

trust, foster ownership, strengthen motivation and job

satisfaction, and enable early resolution of challenges

through open dialogue and shared understanding.

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Employee Engagement Survey

Since 2022, Vow has conducted regular employee

engagement surveys to measure and strengthen

engagement and well-being across the organization.

Survey results are shared openly with employees and used

to provide constructive feedback to managers, teams,

and individuals, along with guidance on how to improve

both well-being and engagement. All results are followed

up at the departmental level, with improvement actions

tracked and monitored in the company’s system to ensure

accountability and continuous progress.

The 2025 survey showed continued strong results for

meaningfulness and participation. The lowest scores were

related to communication and workload, indicating areas

for continued attention. Overall, the results reflect a stable

and engaged organization, with clear opportunities for

further improvement. Vow will continue to use regular

engagement surveys to monitor employee experience and

support organizational development.

Working Environment Committee

As required by Norwegian law, Vow has a working

environment committee where the employer, employees,

safety representatives and the occupational health

services (OHS) representative participate.

Occupational Health and Safety

All activities conducted by Vow shall be carried out

without harm to people, the external environment,

materials, or systems. Vow has a vision of zero harm to

people. Health and safety are embedded in Vow’s core

values and are integrated into the company’s policies,

governance framework, and daily operations. A safe and

healthy working environment not only protects employees

from harm but also contributes to increased productivity,

reduced absenteeism, and a positive organizational

culture.

To manage its health and safety (H&S) ambitions,

Vow operates in accordance with the Group’s health

and safety management system, which covers both

employees and external workers at Vow’s sites. The H&S

management system is implemented based on legal

requirements, hazard identification, risk assessments,

incident investigation, and recognized risk management

standards and guidelines, including Vow’s HSE policy, risk

assessment procedures, and safety standards.

The safety standards identify key risk factors related to

Vow’s scope of work, such as hot work, lifting and loading

operations, hazardous energy, confined spaces, and

hazardous substances, and define mitigating actions to

reduce health and safety risks across all sites and projects

within the Group.

Health and safety topics are communicated through the

Group’s intranet, where updates and documentation are

made available. Employees, including site managers and

technicians, are required to complete mandatory training

relevant to their scope of work. Vow’s safety standards

form part of the onboarding process for all employees.

Standardized templates for project use are available to all

employees.

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Project-specific HSE plans are communicated and

distributed to all Vow employees, hired personnel, and

subcontractors involved in the project. Where client

requirements exceed Vow’s standards, these requirements

are incorporated into the project’s HSE plan.

Hazard Identification, Risk Assessment and Incident

Investigation

Workplace inspections, including safety walks and

internal audits in projects, are carried out as part of Vow’s

approach to identifying and addressing safety hazards.

These activities are conducted when relevant and may

include physical reviews of premises, equipment, and work

processes. The purpose is to support a proactive approach

to risk management, contribute to preventive measures,

and enhance overall project performance.

When conducted, safety walks may involve participation

from relevant roles, such as:

• Representatives from management

• Contractors and subcontractors

• Site managers

• Safety representatives

• HSEQ personnel

• Project managers

• Site engineers and technicians

• External experts, where relevant

Mandatory HSE reporting is an integral part of Vow’s

health and safety system. The company is working to

increase reporting frequency, including the reporting of

positive observations and unsafe conditions that may lead

to high-potential (HiPo) incidents.

All employees, regardless of role or level, are required to

report or stop unsafe situations. Reports can be submitted

through the HSE reporting system, daily project process

reports, or the whistleblowing channel.

Following the receipt of work-related reports, Vow

conducts root cause analyses (RCA) to identify underlying

factors contributing to incidents. Based on the findings,

corrective actions are implemented to address root

causes and identify hazards, and to prevent recurrence.

This is considered a key element in improving safety

performance and reducing accidents.

Sickness Leaves and Incidents

In 2025, the Group recorded an average sick leave rate

of 2.7 percent, which includes all registered sick leave,

both short-term and long-term absence. During the

year, Vow implemented a strengthened Group-wide sick

leave reporting and follow-up framework to ensure early

support and consistent practices across the organization.

The updated methodology provides a more structured and

consolidated basis for monitoring absence and supporting

employees going forward. Vow has occupational health

and safety services in Norway through an external service

provider that’s required by Norwegian Law.

Vow has a vision of zero harm to people and works daily

to ensure safe working conditions. For 2025, there were

zero fatalities as result of work-related injury. Three minor

accidents occurred during 2025. The cause of all accidents

has been thoroughly investigated, and corrective

measures have been implemented. This includes

mandatory establishment of HSE plan for all projects.

Commissioning activities are conducted at customer

sites. Here, it is the party responsible for the site that is

also responsible for the governing HSE-Plan/SHA-Plan.

However, Vow operates with minimum requirements for

HSE-plan that always apply for the workers under the

supervision of Vow. This includes requirements described

in the following guidelines:

• Safety Standard & Personal Protective Equipment

• Risk Assessment

• Safe Job Analysis

• Notification chart

There were six reported high-potential work-related

incidents (HiPo) in 2025. Most of these were identified

during internal safety walks. The HiPo’s included risks

related to heights, fire, chemical and energized systems.

The identification of high-potential incidents (HiPo)

reflects continued focus on proactive risk identification

and prevention.

Vow continuously updates risk assessment for the

workplace and conducts safe job analysis to break

down each job into individual tasks and assessing the

associated risks and hazards and that reflects Vow’ Safety

Standard.

Key figures 2025 2024

Fatalities as results of work-related injury 0 0

High-consequence work-related injuries (more than 6 months) 0 1

Recordable work-related injuries/LTI/LTIR 3

(7.3 per mill work hour)

(7.1 per mill work hour)

Hours worked 413 000 421 200

High-potential work-related incidents identified (HiPo) 6 9

Sick leave 2.7% 2.2%

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Governance

The Group is committed to conducting business

responsibly and upholding high ethical standards across

all operations. This includes responsible sourcing and

procurement practices, as well as ensuring product

quality and regulatory compliance.

Sustainability Governance

The highest governance body responsible for

sustainability at Vow is the Board of Directors. The

Board provides overall direction for the company’s

sustainability work, including final approval of material

sustainability topics, and oversees progress while

providing guidance and feedback on performance.

At the executive level, the Chief Executive Officer (CEO)

holds overall responsibility for Vow’s sustainability

performance. Following the updated double materiality

assessment, the sustainability governance structure has

been reviewed and updated.

Effectively managing material sustainability topics requires a well-structured

governance framework with clearly defined roles and responsibilities. Vow therefore

places strong emphasis on establishing robust processes and monitoring their

effectiveness on an ongoing basis.

2025 Highlights

• Vow updated the governance structure

for sustainability, clarifying roles and

responsibilities across the organization

to strengthen oversight of material

sustainability topics

• Vow further developed its due diligence

approach related to human rights

and responsible business conduct,

enhancing the methodology used for risk

assessments and follow-up of identified

impacts

Impact on UN SDGs

Respecting human and labor rights

throughout the value chain

Taking responsibility for social and

environmental impact in sourcing and

procurement

Complying with laws and regulations,

behaving with integrity and being

transparent

To ensure that sustainability is integrated into

operations, C-level executives are assigned ownership

of specified impacts, risks, and opportunities (IROs).

This ownership includes responsibility for defining and

monitoring KPIs and targets, implementing necessary

actions, and ensuring that associated resources and

costs are integrated into relevant budgets and plans. It

also includes ensuring that sustainability considerations

are embedded in governing documents and aligned with

the company’s overall strategy.

The Chief Financial Officer (CFO) is responsible for

sustainability reporting, and ESG subject-matter

expertise is located within the finance function. In this

role, the finance team supports performance on the

identified IROs in cooperation with the respective IRO

owners. The team is also responsible for maintaining

the double materiality assessment in dialogue with IRO

owners to ensure that Vow’s sustainability work remains

relevant and aligned with the company’s strategy

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and stakeholder interests. In addition, the function is

responsible for preparing the annual sustainability

statement and ensuring alignment with applicable

reporting requirements.

Sustainability topics are regularly included on the

agenda of Board meetings, including in connection with

the annual sustainability statement and the company’s

reporting under the Norwegian Transparency Act.

Sustainability matters are also addressed in relation to

strategy development and, where relevant, in connection

with topics such as HSE and whistleblowing. The Audit

Committee reviews relevant sustainability matters before

they are addressed by the Board of Directors.

Going forward, Vow will reassess and further develop its

portfolio of sustainability KPIs to strengthen monitoring

and communication of sustainability performance

to management, the Board of Directors, and other

stakeholders. Associated targets and actions will also be

further evaluated.

The Board of Directors and executive management

collectively possess broad and complementary

expertise across international industry, maritime and

industrial technology, finance, strategy, operations,

and organizational leadership. This combined

competence provides a strong foundation for overseeing

sustainability matters and addressing sustainability-

related risks and opportunities relevant to Vow’s

Board of Directors

Board oversight of material sustainability topics

Chief Executive Officer

Overall responsibility for sustainability performance

Owners of specific impacts, risks and opportunities

Audit committee

Chief Financial

Officer

Chief of

Staff

Chief

Technology

Officer

EVP Maritime

Solutions

EVP Industrial

Solutions

EVP Aftersales

Bid committee Remuneration committee

operations and strategy. In addition, the governing

bodies are supported by dedicated functions within the

organization, including ESG, HSEQ, HR, and Innovation,

which provide subject-matter expertise and support the

implementation of sustainability initiatives across Vow.

Executive compensation is not currently linked to ESG

performance. Vow will consider implementing ESG-linked

executive compensation as part of its efforts to further

integrate sustainability across all business units and core

processes.

Approach to Future Sustainability Reporting

Although Vow was previously expected to fall within

the scope of the European Sustainability Reporting

Standards (ESRS) from 2025, the company now falls

below the updated threshold values for mandatory

reporting under the Corporate Sustainability Reporting

Directive (CSRD). Despite this, Vow remains committed to

transparent sustainability reporting.

Vow considers itself a company that contributes to

the transition toward more sustainable industrial

and maritime solutions. Transparency regarding

sustainability performance is therefore important. The

Group aims to provide relevant and reliable information

to its stakeholders—including customers, employees,

and investors—to support a better understanding of

the company’s sustainability performance, enable

assessment of associated risks, and evaluate the

company’s efforts and mitigation measures related to

sustainability impacts.

In addition, some of Vow’s customers are subject to

CSRD reporting requirements and require sustainability-

related information from their suppliers as part of

their own reporting obligations. Providing structured

sustainability information is therefore also important for

supporting transparency across the value chain.

To meet these needs, Vow intends to use the Voluntary

Sustainability Reporting Standard for non-listed SMEs

(VSME) as the primary framework for its sustainability

reporting going forward. Where relevant, the company

will also continue to apply elements of the ESRS

framework to ensure consistency with widely recognized

reporting practices and to provide stakeholders with

relevant and decision-useful information. Through

this approach, Vow aims to maintain a high level of

transparency while ensuring that sustainability reporting

remains proportionate to the company’s size and

reporting obligations.

The EVP Maritime Solutions, EVP Industrial Solutions, and EVP Aftersales roles are effective from 1 January 2026.

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Responsible Value Chain

From initial customer contact to the handover of a

complete solution, numerous activities and services

are involved. Vow’s solutions are tailored to meet each

customer’s specific needs, with each project comprising

seven key phases, ranging from sales to service.

The phases of a project are primarily managed by

Vow’s subsidiaries. Transport is outsourced across all

subsidiaries, while production is outsourced for Scanship

and ETIA. In contrast, assembly is handled internally

across all subsidiaries, both at their own facilities and

on-site during installation.

Outsourced production takes place in Norway, Sweden,

and Poland for Scanship, and in France for ETIA. To ensure

high product quality and safe working conditions, Vow

conducts regular visits to these production sites. Suppliers

at additional locations are also being evaluated.

Commitments and Frameworks

• OECD Guidelines for Multinational Enterprises

• UN Guiding Principles on Business and Human Rights

• International Bill of Human Rights

• International Labour Organization (ILO) Core

Conventions

• Standards of Underwriters Laboratories Inc. (UL)

• ISO 9001

Vow seeks to comply with applicable regulations and

relevant standards. The Vow subsidiary Scanship holds

an ISO 9001-certified management system. Going

forward, Vow will implement key elements of this

standard across the other subsidiaries within the Group.

Ethical Guidelines

Vow has established ethical guidelines for both

employees and suppliers, including business partners.

The guidelines are approved by the Executive

Management and the Board of Directors and are publicly

available on the Group’s website.

The Employee Code of Conduct outlines expectations

for responsible business conduct and covers topics

such as human and labor rights, environmental

responsibility, health and safety, anti-corruption, anti-

money laundering, responsible sourcing, responsible

marketing practices, whistleblowing, and compliance with

applicable laws and regulations. The Code of Conduct is

communicated to all employees through the company’s

intranet and is included in employment contracts for new

hires.

The Supplier Code of Conduct sets out Vow’s

expectations for suppliers and business partners. It

addresses compliance with applicable laws, human

and labor rights, health and safety, environmental

responsibility, anti-corruption and ethical business

conduct, as well as management commitment to

responsible practices. Human rights topics covered in the

Supplier Code of Conduct include non-discrimination,

fair treatment, prevention of forced labor and human

trafficking, prohibition of child labor, protection of young

workers, working hours, wages and benefits, and freedom

of association. Suppliers are expected to respect

internationally recognized human rights and ensure that

employees are treated with dignity and respect.

Vow has also established additional policies and

statements that support responsible and sustainable

business practices:

• Anti-Corruption Policy

• HSE Policy

• Equality Statement

• Norwegian Transparency Act Account

• Task Force on Climate-related Financial Disclosures

(TCFD) Statement

Responsible Sourcing and Procurement

Given the outsourced nature of much of Vow’s

production and the complexity of its supply chain,

the company places strong emphasis on fostering a

responsible supply chain that upholds human and labor

rights. The Vow Code of Conduct for Suppliers outlines

the principles expected of suppliers, and suppliers are

encouraged to apply these minimum standards to their

subcontractors and sub-suppliers. In addition, Vow

encourages suppliers to strive for alignment with both

international standards and industry best practices.

Over several years, Vow has systematically strengthened

and professionalized its due diligence of the supplier base.

Vow conducts ESG assessments of both existing and

potential suppliers. In 2025, the company revised its

ESG supplier questionnaire to improve its ability to

detect ESG-related risks. This resulted in a significant

increase in the identification of actual and potential ESG

violations among existing suppliers. The most frequently

identified actual violations related to human and labor

rights involve suppliers where employees are not able

to exercise their right to freedom of association and

collective bargaining, either due to company practices or

local laws and regulations.

Sales

Design and

Engineering

Production Transport Commissioning Service

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To address the findings, Vow engages directly with

suppliers where breaches have been identified or where

risk mitigation systems are insufficient. These dialogues

focus on understanding root causes, communicating

expectations, and agreeing on clear and time-

bound corrective actions. In line with the company’s

commitment to responsible business conduct and

long-term supplier relationships, Vow provides support

and guidance to help suppliers implement the necessary

improvements. Where cooperation is not possible,

or where adequate progress is not achieved within a

reasonable timeframe, Vow may consider scaling down or

terminating the supplier's relationship.

Vow’s follow-up efforts prioritize transparency,

constructive dialogue, and accountability. Through active

monitoring and continued engagement, the company

aims to drive positive change, reduce risk, and contribute

to improved conditions throughout its supply chain.

The ESG assessments described above also inform the

selection of suppliers for on-site audits. During these

audits, compliance with relevant elements of the Code

of Conduct for Suppliers is reviewed, along with selected

topics identified through the ESG assessments.

ESG assessments of potential suppliers are actively

used in Vow’s sourcing processes to help ensure that

new suppliers demonstrate strong ESG performance

and to avoid onboarding suppliers with significant or

unacceptable practices.

Key figures 2025 2024

Number of on-site supplier reviews conducted 10 6

Number of digital supplier interviews conducted 13 0

Number of suppliers who have responded to ESG-questionnaire 68 9

Key figures 2025 2024

Whistleblowing cases investigated 2 1

Number of grievances investigated 0 0

Vow continuously works to strengthen its human and

labor rights due-diligence. Each year, Vow publishes a

transparency statement describing the company’s due

diligence processes in accordance with the requirements

of the Norwegian Transparency Act. These annual

transparency statements are available on Vow’s website.

The main geographical locations of Vow’s suppliers

are Norway, Poland, Denmark, Sweden, Germany, Italy,

Lithuania, the United Kingdom, France, Switzerland, the

Netherlands, China, and the United States.

Anti-Corruption

Vow believes that long-term customer relationships

are built by providing high-quality technical solutions

at competitive prices and by demonstrating honesty

and integrity in all interactions. The Group has a zero-

tolerance approach to corruption and is committed to

conducting business in an ethical and transparent manner.

As an international company, Vow recognizes its

responsibility to continuously strengthen its efforts to

prevent corruption. While the Group’s overall exposure

to corruption risk is considered limited, employees may

still encounter challenging situations in their day-to-

day work. Vow therefore seeks to equip employees with

the knowledge and tools needed to make sound and

responsible decisions.

Vow has an anti-corruption policy that outlines

expectations for ethical business conduct and provides

guidance on how to handle situations that may involve

bribery or other forms of corruption. In addition,

an internal approval matrix supports consistent

decision-making and appropriate oversight in relevant

transactions and processes.

Managers are expected to lead by example and actively

promote a culture of integrity in which employees feel

comfortable seeking advice or raising concerns when

faced with challenging situations.

There were no confirmed incidents of corruption in 2025.

Whistleblowing

Vow encourages employees and external stakeholders

to raise concerns related to potential breaches of

laws and regulations, internal policies, or widely

accepted ethical standards. Concerns can be

reported without fear of retaliation, and all cases are

handled confidentially and in accordance with Vow’s

whistleblowing procedures.

Vow operates an internal reporting channel for

employees and a publicly available grievance mechanism

for external stakeholders who wish to raise concerns

related to the Group’s business activities or potential

non-compliance with Vow’s supplier code of conduct.

Concerns submitted through the grievance mechanism

are coordinated by the sustainability department, while

cases reported through the employee reporting channel

are coordinated by the Chief of Staff (CoS).

Cases raised through Vow’s reporting channels

are registered and investigated in accordance with

established procedures and applicable regulatory

guidance. Vow aims to ensure structured, impartial, and

confidential handling of all reported concerns.

Key figures related to whistleblowing cases investigated

and grievances are presented above.

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Corporate

Governance

Vow aims to maintain a high standard of corporate governance. Good corporate

governance strengthens the confidence in the company and contributes to long

term value creation by regulating the division of roles and responsibilities between

shareholders, the board of directors, and executive management.

Vow is a Norwegian public limited company listed

on Oslo Stock Exchange (Oslo Børs) and is subject to

Norwegian laws, including section 2-9 of the Norwegian

Accounting Act, which requires the company to disclose

certain corporate governance-related information

annually. In addition, Oslo Børs’ continuing obligations

require listed companies to publish an annual statement

of their principles and practices with respect to corporate

governance, covering every section of the latest version

of the Norwegian Code of Practice issued by the

Norwegian Corporate Governance Board.

The Norwegian Accounting Act is available at

www.lovdata.no (in Norwegian), while the continuing

obligations are available at www.euronext.com/en/

markets/oslo. The Norwegian Code of Practice for

Corporate Governance (“the code”) was last revised on

28 August 2025 and may be found at www.nues.no.

The corporate governance policy in Vow shall establish

a basis for good corporate governance, profitability, and

long-term value creation for the shareholders of the

company. The policy in Vow is based on the following

main principles:

• All shareholders shall be treated equally

• Vow shall maintain open, relevant, and reliable

communication with its stakeholders, including

shareholders, governmental bodies, and the public,

about the company’s activities

• Vow’s board of directors shall be autonomous and

independent of the company’s management

• The company emphasizes independence and

integrity in all matters between the company

and members of the board, management, and

shareholders

• Vow shall have a clear division of roles and

responsibilities between shareholders, the board, and

management.

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1. Implementation and Reporting on

Corporate Governance

The board of directors (“the board”) of Vow ASA (“Vow”

or “the company”) has the overall responsibility for

ensuring that the company implements sound corporate

governance. The board has prepared a corporate

governance policy document addressing the framework

of guidelines and principles regulating the interaction

between the shareholders, the board, and the chief

executive officer (“the CEO”).

The board has provided this statement of its adherence

to the current code of practice, as referenced in the

directors’ report.

The report covers every section of the code, and if the

company does not fully comply with the code, the

company has provided an explanation of the reason for

the deviation and what solution it has selected.

Deviations from the code: None

2. Business

The company’s business is clearly set out in article three

of the company’s articles of association:

“The objective of the company is production, delivery

and maintenance of systems for processing and

purifying wastewater, food waste, solid waste and bio

sludge and other types of waste from vessels and

offshore installations, including interests in other

companies with similar business.”

The board of Vow has defined clear objectives and

strategies for the company’s business activities, to secure

sustainable long-term value creation for the shareholders

of the company. The board normally has two scheduled

meetings per year that deal with the company’s strategy,

where objectives and risk profiles are evaluated.

In its work, the board considers economic, social, and

environmental conditions.

Deviations from the code: None

3. Equity and Dividends

The board and the management of Vow shall always

aim at keeping the company’s capital structure suitable

for the company’s objectives, strategy, and risk profile,

thereby ensuring that there is an appropriate balance

between equity and other sources of financing.

The board shall immediately take adequate steps should

it be apparent at any time that the company’s equity or

liquidity is less than adequate.

Deviations from the code: None

Equity

Vow’s equity totaled NOK 227.4 million on 31 December

2025, which corresponds to an equity ratio of 21.3 percent.

The board is monitoring the capital structure closely

and is taking steps to ensure it is appropriate to the

company’s objectives, strategy, and risk profile.

The company has been in a challenging financial

position over time. The liquidity improved towards

the end of 2025 following focus on collection of debt,

establishment of a profit improvement program, and

large milestone payments, but fluctuations in liquidity

are expected in the first half of 2026 related to project

deliveries and timing of payment milestones. Cash

management will hence remain a key focus in 2026.

Deviations from the code: None

Dividends

The board of Vow has established a dividend

policy stating that the company’s goal is to provide

shareholders with a high return over time through a

combination of increasing value of the company’s shares

and payment of dividends.

The board will not propose any payment of dividend if

the company’s financial position is not sufficiently solid.

The background for any proposal to authorize the board

to resolve distribution of dividends should be explained.

Vow had negative financial results for 2025. To support a

sustainable growth strategy, the board will not propose

to pay any dividend for the financial year 2025.

Deviations from the code: None

Board Authorizations

Authorizations granted to the board to increase the

company’s share capital or to purchase own shares

shall be restricted to defined purposes, and the general

meeting shall consider each authorization separately.

Such authorizations shall be limited in time to no longer

than until the next AGM.

At the company’s AGM on 20 May 2025, the board was

granted the following authorizations, both valid until

the earlier of the AGM in 2026 and no later than 30 June

2026:

i. The board was granted an authorization to increase

the company’s share capital by up to NOK

5 499 525 for the purpose of strengthening the

company’s financial position. It follows from the

purpose of the authorizations that the board may

need to waive existing shareholders’ preference

rights, which is permitted under the terms of the

authorizations concerned.

ii. The board was granted an authorization to

increase the share capital by up to NOK 544 953.

The authorization can be used in connection with

incentive programs.

Deviations from the code: None

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4. Equal Treatment of Shareholders and

Transactions With Close Associates

Any decision to deviate from the pre-emption rights

of existing shareholders to subscribe for shares in the

event of an increase in share capital shall specifically

set out and justify the proposal. The justification should

specifically state how the principle of equal treatment of

shareholders is safeguarded.

Where the board resolves to carry out an increase in

share capital and deviate from the pre-emption rights of

existing shareholders based on an authorization granted

to the board, the justification shall be publicly disclosed

in a stock exchange announcement issued in connection

with the increase in share capital.

Any transactions in the company’s own shares are

carried out through the stock exchange or at prevailing

market price.

Deviations from the code: None

5. Shares and Negotiability

Vow has one class of shares, and all shares carry equal

rights. Each share has a face value of NOK 0.0935 and

carries one vote at the general meetings. The company

emphasizes equal treatment of its shareholders, and the

shares are freely tradeable.

No restriction on owning or voting for shares is included

in the articles of association.

Deviations from the code: None

6. General Meetings

The general meeting is the company’s ultimate decision-

making body.

All shareholders have the right to participate in the

general meetings of the company, and Vow encourages

all its shareholders to participate.

The board shall facilitate the general meeting to be an

effective forum for communication between the board

and the shareholders.

Members of the board, the nomination committee chair,

and the CEO are expected to participate in the AGM.

Pursuant to article eight of the company’s articles

of associations, documents relating to matters to be

considered at the general meeting, including documents

which shall, according to law, be included in or attached

to the notice of the general meeting, do not need to be

sent to the shareholders if the documents are made

available on the company’s website. A shareholder may

request to receive the documents concerning matters

which are to be discussed at the general meeting.

The notice calling the AGM and any extraordinary general

meetings, and all supporting documentation, shall be

made available on the company’s website, www.vowasa.

com. Notice and supporting documentation shall include

the information necessary for shareholders to form a

view of matters to be considered.

Shareholders who wish to participate in a general

meeting shall notify the company of this within a

deadline which is set out in the notice of the general

meeting.

The registration deadline shall be set as close to

the meeting as possible. Shareholders are given the

opportunity to vote on each individual matter, including

the election of every single candidate to an office in the

nomination committee and on the board of directors.

Shareholders not in attendance can give proxy to

vote on his/her behalf. Forms of proxy are sent to the

shareholders together with the notice of the meeting.

The proceeding in the meeting follows the agenda

outlined in the notice.

Shareholders can raise a topic at the general meeting but

must notify the board of this in writing and in reasonable

time before the notice of the general meeting is

dispatched. Each general meeting appoints a chairperson

for the meeting.

If significant and unusual topics are on the agenda, an

independent chairperson will be appointed.

Deviations from the code: None

7. Nomination Committee

Pursuant to article six of the company’s article of

association, the company shall have a nomination

committee consisting of two or three members,

according to the decision of the general meeting.

The general meeting may establish guidelines for the

nomination committee. The members of the committee,

including the chair, have been elected by the general

meeting. Unless otherwise resolved by the general

meeting, the elections shall be held every two years.

The nomination committee makes proposals to the

general meeting for the election and remuneration of

directors and proposes members and remuneration to

the nomination committee.

The nomination committee shall justify its

recommendations.

The nomination committee shall have contact with

shareholders, the board, and the company’s executive

personnel as part of its work on proposing candidates for

election to the board. Shareholders should be informed

about how they can propose candidates.

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The members of the nomination committee should be

selected to consider the interests of shareholders in

general, where the majority of the committee members

are independent of the board and the executive

management team.

The company shall provide information about the

members of the nomination committee and any

deadlines for submitting proposals to the committee.

The AGM held on 20 May 2025 elected Bård Brath Ingerø

as the leader of the nomination committee and Tor Arne

Hansen as member of the committee for the period up to

the AGM in 2027.

Deviations from the code: None

8. Board of Directors: Composition and

Independence

The composition of the board shall ensure that the board

can attend to the common interests of all shareholders

and meet Vow’s need for expertise, capacity, and

diversity.

Attention shall be made to ensure that the board

can function effectively as a collegiate body. The

composition of the board shall ensure that it can act

independently of any special interests. The majority of

the shareholder-elected members of the board shall be

independent of the company’s executive personnel and

material business connections.

In addition, at least two of the members of the

board must be independent of the company’s major

shareholders.

For the purposes of this corporate governance policy,

a major shareholder shall mean a shareholder that

controls 10 percent or more of the company’s shares or

votes, and independence shall entail that there are no

circumstances or relations that may be expected to be

able to influence independent assessments of the person

in question.

According to article five of Vow’s article of association,

the company’s board shall consist of three to seven

members, according to the decision of the general

meeting.

The directors are elected by the general meeting for a

term of two years unless otherwise determined by the

general meeting.

At an EGM held on 19 November 2024, Thomas Fredrick

Borgen was elected as chair, and Egil Haugsdal, Elin

Steinsland, Maria Tallaksen and Kristin Herder Kaggerud

were elected as directors.

All candidates were elected until the AGM in 2026.

All directors are deemed to be independent of the

company’s executive personnel and material business

connections, and five of the five members of the board

are independent of major shareholders.

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No members of the executive management team

are members of the board. The board held a total

of 17 meetings in 2025, and the attendance rate was

98 percent. A description of the competence and

background of the individual directors can be found on

www.vowasa.com.

The directors are encouraged to hold shares in the

company.

Deviations from the code: None

9. The Work of the Board of Directors

The board’s tasks include the overall management and

supervision of the company. The board prepares an

annual plan for its work, emphasizing goals, strategies,

and execution.

The board is also responsible for ensuring that the

company’s operation is compliant with the company’s

values and ethical guidelines.

The chair of the board is responsible for ensuring that

the board’s work is performed in an effective and correct

manner.

The board shall ensure that the company has proper

management with clear internal distribution of

responsibilities and duties.

A clear division of work has been established between

the board and the executive personnel. The CEO is

responsible for the executive management of the

company.

The board normally schedules six regular meetings

each year but typically holds additional meetings as

circumstances dictate.

Two of the scheduled board meetings deal with strategic

company issues, and the majority of scheduled meetings

deal with updates on financial results.

The board operates according to applicable Norwegian

law and adopts guidelines for the CEO’s work and duties

to the board.

In the event of material transactions between the

company and its shareholders, a shareholder’s parent

company, members of the board, executive personnel,

or close associates of any such parties, the board

shall arrange for a valuation to be obtained from an

independent third party.

This will not apply if the transaction requires the

approval of the general meeting pursuant to the

requirements of the Public Limited Company Act.

Independent valuations shall also be arranged in respect

of transactions between companies in the same Group

where any of the companies involved have minority

shareholders.

Members of the board and executive personnel must

notify the board if they have any significant, direct,

or indirect, interest in a transaction carried out by the

company.

Any transactions with related parties will be conducted

on market terms.

Transactions with related parties will be enclosed in the

notes to the financial statements.

The board has appointed an audit committee, chaired

by Maria Tallaksen with Kristin Herder Kaggerud as

committee member. Further, the board has appointed a

remuneration committee consisting of Thomas Fredrick

Borgen (chair) and Egil Haugsdal (member), and a bid

committee comprising Egil Haugsdal (chair) and Elin

Steinsland (member). Instructions for the committees are

established.

The board evaluates its own performance and expertise

once a year.

Deviations from the code: None

10. Risk Management and Internal

Control

The board shall ensure that Vow has sound internal

control and systems for risk management that are

appropriate in relation to the extent and nature of the

company’s activities.

The board monitors the company’s risk exposure, and the

company constantly strives to maintain and improve its

internal control processes.

The internal control and the systems shall also

encompass the company’s corporate values and ethical

guidelines.

The objective of the risk management and internal

control is to manage exposure to risks to ensure

successful conduct of the company’s business and to

support the quality of its financial reporting.

The finance and accounting side of the company’s

internal control is also subject to an independent

review by the external auditor EY, where the findings are

presented annually in a board meeting.

Once a year, the board carries out reviews of the

company’s most important areas of exposure to risk and

its internal control arrangements.

Deviations from the code: None

11. Remuneration of the Board of

Directors

The remuneration payable to the members of the

board is proposed by the nomination committee and

determined by the shareholders at the AGM.

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The remuneration to the board should reflect the

board's responsibilities, expertise, time invested, and the

complexity of the business and be designed to attract

and retain an optimal board structure in a competitive

environment.

The remuneration of the board is not linked to the

company’s performance, and no share options have been

granted to members of the board.

Details of the remuneration are disclosed in the notes to

the financial statements.

Members of the board and/or companies with whom

the members are associated shall not take on specific

assignments for the company in addition to their

appointments as members of the board.

If they, nonetheless, do take on such assignments, this

must be reported to the board and the remuneration for

such additional duties must be approved by the board.

Any remuneration in addition to normal fees to the

members of the board shall be specified in the annual

report.

Deviations from the code: None

12. Salary and Other Remuneration for

Executive Personnel

Pursuant to section 6-16a of the Public Limited Company

Act, the board has adopted clear and understandable

guidelines for the remuneration of executive

management team which contribute to the company's

business strategy, long-term interests, and financial

sustainability.

The schemes for salaries and other remuneration should

promote alignment of interest between shareholders and

executive personnel. The remuneration arrangements

should be simple and transparent and address the

criteria for goal attainment.

It is critical for Vow to attract and retain engaged

executives with significant experience and strong drive

for results.

A competitive compensation package is an important

tool to attract and retain the executive personnel that

Vow needs to succeed.

Performance-related remuneration should be

subject to an absolute limit. Performance-related

remuneration should be based on measurable criteria

that the executive personnel can influence. There is no

performance-related remuneration in Vow during 2025.

Pursuant to Section 6-16b of the Public Limited

Companies Act, the board annually prepares the

general meeting a Remuneration Report which includes

information on remuneration paid to the executive

management team in accordance with the guidelines.

Any remuneration in addition to normal fees to the

members of the board shall be specified in the annual

report.

Deviations from the code: None

13. Information and Communication

Communication with shareholders, investors, and

analysts has high priority for Vow.

The objective is to ensure that the financial markets and

shareholders receive correct and timely information,

thus providing a sound foundation for valuation of the

company.

All market players shall have access to the same

information, and all information is published in English.

All notices sent to the stock exchange are made available

on the company’s website and at Oslo Børs' news site,

www.newsweb.no.

The board has established guidelines for the company’s

reporting of financial and other information, based on

openness and equal treatment.

The CEO and CFO are responsible for communication

with shareholders between general meetings.

The company submits quarterly and annual financial

reports to the Oslo Børs and holds presentations of its

financial results at each quarter.

These presentations are open to all and provide an

overview of the company’s operational and financial

performance in the previous reporting period, as well as

an update on the company’s prospects.

The presentations are also made available on the

company’s website, www.vowasa.com.

Deviations from the code:: None

14. Take-Overs

In the event of a take-over process, the board, and the

management of both the party making the offer and

the target company are held responsible to ensure that

the shareholders in the target company are treated

equally, the target company’s business activities are not

disrupted unnecessarily and that shareholders are given

sufficient information and time to form a view of the

offer.

The board shall not attempt to prevent or impede the

takeover bid unless this has been decided by the general

meeting in accordance with applicable laws.

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The main underlying principles shall be that the

company’s shares shall be kept freely transferable and

that the company shall not establish any mechanisms

which can prevent or deter take-over offers unless this

has been decided by the general meeting in accordance

with applicable law.

If an offer is made for the company’s shares, the board

shall issue a statement evaluating the offer and making

a recommendation as to whether shareholders should or

should not accept the offer.

If the board finds itself unable to give a recommendation

to the shareholders on whether to accept the offer, it

should explain the reasons for this.

The board’s statement on a bid shall make it clear

whether the views expressed are unanimous, and if this

is not the case, it shall explain the reasons why specific

members of the board have excluded themselves from

the statement.

The board shall consider whether to arrange a valuation

from an independent expert. If any member of the board,

or close associates of such a member, or anyone who

has recently held a position but has ceased to hold such

a position as a member of the board, is either the bidder

or has a particular personal interest in the bid, the board

shall arrange an independent valuation.

This shall also apply if the bidder is a major shareholder

(defined as a shareholder that controls 10 percent or

more of the company’s shares or votes).

Any such valuation should either be enclosed with the

board’s statement or reproduced or referred to in the

statement.

Deviations from the code: None

15. Auditor

The auditor is appointed by the AGM and is independent

of Vow ASA.

Each year the board shall receive written confirmation

from the auditor that the requirements with respect to

independence and objectivity have been met.

Each year, the auditor shall draw up a plan for the

execution of their auditing activities, and the plan shall

be made known to the board and the audit committee.

The auditor will present to the board any significant

internal control weaknesses and improvement

opportunities.

The board has determined the procedures for the

external auditor’s regular reporting to the board.

The auditor attends at least one meeting each year with

the board which the company’s management is not

represented.

Vow has established guidelines for the right of the

management to use the external auditor for services

other than auditing.

According to the procedure, all assignments shall

be approved by the CEO, and if there are significant

assessments outside the normal scope of services, this

shall also be discussed with the chair of the board.

The board shall receive an annual statement from the

external auditor of services other than auditing provided

to Vow.

The auditor’s fee is determined at the AGM and disclosed

in the company’s financial statements.

The auditor shall be present at board meetings where

the annual accounts and sustainability reporting are

on the agenda, and the auditor is expected to report

on any material changes in the company’s accounting

principles and key aspects of the audit, comment on

any material estimated accounting figures and report all

material matters on which there has been disagreement

between the auditor and the executive management of

the company.

At least once a year, the board shall meet with the

auditor to review the auditor’s view on the company's

internal control routines and propose areas of

improvement.

At the AGM, the board shall present a review of the

auditor’s compensation as paid for auditory work

required by law and remuneration associated with other

specific assignments.

The board shall arrange for the auditor to attend all

general meetings if deemed necessary.

Deviations from the code: None

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Declaration by the Board of Directors

and Chief Executive Officer

The Board and Chief Executive Officer have today considered and approved the annual report and financial

statements for the Group and its parent company Vow ASA for the financial year ended on 31 December 2025.

The declaration is based on reports and statements from the chief executive officer and chief financial officer

and on the results of the Group’s business as well as essential information provided to the Board to assess the

position of the parent company and the Group.

We confirm to the best of our knowledge:

• The 2025 financial statements for the parent company and the Group have been prepared in accordance with

IFRS Accounting Standards, as adopted by the EU.

• The information provided in the financial statements gives a true and fair portrayal of the parent company’s

and Group’s assets, liabilities, financial position and results taken as of 31 December 2025.

• The Board of Director’s report of the parent company and the Group provide a true and fair overview of the

development, performance 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.

Oslo, 28 April 2026

Board of Directors of Vow ASA

Thomas F. Borgen

Chair

Egil Haugsdal

Director

Elin Steinsland

Director

Kristin Herder Kaggerud

Director

Maria Tallaksen

Director

Gunnar Pedersen

Chief Executive Officer

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Financial

Statements

Vow

Consolidated Statement of Income 51

Consolidated Statement of Other Comprehensive Income 52

Consolidated Statement of Financial Position 53

Consolidated Statement of Changes in Equity 55

Consolidated Statement of Cash Flow 56

Notes to the Consolidated Financial Statements 58

Note 01 Company Information 58

Note 02 Basis of Preparation 58

Note 03 Revenue 60

Note 04 Segments 62

Note 05 Employee Expenses 65

Note 06 Other Operating Expenses 66

Note 07 Finance Income and Expenses 66

Note 08 Earnings per Share 67

Note 09 Income Tax 67

Note 10 Property, Plant and Equipment 69

Note 11 Intangible Assets and Goodwill 70

Note 12 Impairments of Assets 72

Note 13 Trade and Other Receivables 76

Note 14 Inventories 76

Note 15 Cash and Cash Equivalents 77

Note 16 Equity 77

Note 17 Leases and Investment Property 78

Note 18 Contingent Liabilities 79

Note 19 Trade and Other Payables 80

Note 20 Financial Risk Management and Exposures 80

Note 21 Capital Management Investment Policy 83

Note 22 Financial Assets and Liabilities 85

Note 23 Subsidiaries 86

Note 24 Investments in Companies 86

Note 25 Related Parties and Key Management Compensation 87

Note 26 Audit Fees 89

Note 27 Climate Risk 89

Note 28 Events After Reporting Period 89

Alternative Performance Measures 90

Vow ASA

Statement of Income 92

Statement of Financial Position 93

Statement of Cash Flow 95

Statement of Changes in Equity 96

Notes to the Consolidated Financial Statements 97

Note 01 Company Information 97

Note 02 Operating Expenses 97

Note 03 Financial Income and Expenses 97

Note 04 Income Taxes 98

Note 05 Intangible Assets 99

Note 06 Other Receivables 99

Note 07 Cash And Cash Equivalents 99

Note 08 Shareholders 99

Note 09 Contingent Liabilities 99

Note 10 Trade and Other Payable 100

Note 11 Capital Management 100

Note 12 Financial Assets and Liabilities 101

Note 13 Investment in Subsidiary 102

Note 14 Investment in Associate Company 102

Note 15 Intercompany Balances and Transactions 103

Note 16 Remunerations to the Auditor 103

Note 17 Events After the Reporting Period 103

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Consolidated Statement

of Income

Amounts in NOK million Note 2025 2024

Revenue 3 1 034.2 1 018.2

Operating revenue 1 034.2 1 018.2

Cost of goods sold -848.4 -721.7

Personnel expenses 5 -146.8 -161.8

Other operating expenses 6 -98.2 -86.4

Depreciation 10,11,17 -26.1 -25.9

Amortization 11,12 -21.2 -21.4

Impairment 10,11,12 -119.9 -10.7

Operating expenses -1 260.6 -1 028.0

Operating result (EBIT) -226.4 -9.8

Interest income 7 2.4 2.3

Interest expenses 7 -49.2 -63.6

Net other financial items 7 -16.9 1.4

Net effect of shares in associated company 24 -1.8 -65.7

Result before tax -291.9 -135.4

Income tax 9 12.4 3.4

Result for the year -279.5 -132.0

Attributable to

Majority owners -286.6 -132.4

Non-controlling interest 7.1 0.4

Earnings per share (NOK):

Basic -0.96 -1.09

Diluted -0.96 -1.09

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Consolidated Statement

of Other Comprehensive

Income

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Amounts in NOK million 2025 2024

Result for the year -279.5 -132.0

Net other comprehensive income that may be reclassified to profit or loss

Exchange rate differences on translation of foreign operations 2.9 16.4

Total comprehensive income, net of tax -276.6 -115.6

-283.7

Attributable to:

Majority owners

Non-controlling interests 7.1

-116.0

0.4

Total -276.6 -115.6

Consolidated Statement

of Financial Position

Amounts in NOK million Note 2025 2024

ASSETS

Non-current assets

Property, plant and equipment 10 21.9 24.8

Intangible assets 11, 12 425.4 470.3

Goodwill 11,12 121.3 179.0

Right-of-use assets 17 65.9 72.2

Investment in associated company 25 - 34.6

Long-term receivables 0.5 0.6

Total non-current assets 635.0 781.5

Current assets

Inventories 14 36.5 38.0

Trade receivables 13 171.7 205.8

Contracts in progress 3 154.0 297.5

Other receivables 13 38.2 128.2

Cash and cash equivalents 15 30.5 46.3

Total current assets 430.9 715.9

Total assets 1 065.9 1 497.4

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Consolidated Statement

of Financial Position

Continued

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Amounts in NOK million Note 2025 2024

27.2 27.2

-0.1 -0.1

704.5 705.0

9.5 9.5

45.2 42.3

EQUITY AND LIABILITIES

Equity

Share capital

Treasury shares

Share premium

Other capital reserves

Translation differences

Accumulated losses -570.3 -283.7

Equity attributable to owners of the parent 216.1 500.3

Attributable to non-controlling interest 11.3 4.2

Total equity 227.4 504.5

9 9.8 25.5

22 33.7 254.5

Deferred tax liabilities

Long term borrowings

Non-current lease liabilities 17 56.5 60.6

Total non-current liabilities 100.0 340.6

22 193.9 52.7

20 139.9 205.4

3 147.9 228.9

9 1.8 0.0

15 164.4 87.3

17 14.4 15.0

Current borrowings

Trade payables

Contract accruals

Income tax payable

Bank overdraft / Trade finance facility

Current lease liabilities

Other current liabilities 20 76.2 62.9

Total current liabilities 738.5 652.2

Total liabilities 838.5 992.8

Total equity and liabilities 1 065.9 1 497.4

Consolidated Statement

of Changes in Equity

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Equity Statement 2025 Attributable to the equity holders of the parent

Amounts in NOK million

capital

Treasury

premium

Other

capital

reserves

Translation

differences

Accu-

mulated

losses Total

Non-

controlling

interests

Total

equity

27.2 -0.1 705.0 9.5 42.3 -283.7 500.3 4.2 504.5

- - - - - -286.6 -286.6 7.1 -279.5

Equity at 1 January 2025

Result for the year

Other comprehensive income - - - - 2.9 - 2.9 - 2.9

Total comprehensive income - - - - 2.9 -286.6 -283.7 7.1 -276.6

- - -0.5 - - - -0.5 - Transaction costs, issue of share cap ital

Stock options - - - - - - - -

- 0.5

Equity at 31 December 2025 27.2 -0.1 704.5 9.5 45.2 -570.3 216.1 11.3 227.4

Equity Statement 2024 Attributable to the equity holders of the parent

Amounts in NOK million

capital

Treasury

premium

Other

capital

reserves

Translation

differences

Accu-

mulated

losses Total

Non-

controlling

interests

Total

equity

10.7 -0.1 498.0 9.3 25.9 -151.3 392.6 3.8 396.4

- - - - - -132.4 -132.4 0.4

Equity at 1 January 2024

Result for the year

Other comprehensive income - - - - 16.4 - 16.4 -0.0

- 132.0

16.4

Total comprehensive income - - - - 16.4 -132.4 -116.0 0.4 -115.6

- - -26.5 - - - -26.5

Issue of capital

Transaction costs, issue of share cap ital

Stock options - - - 0.2 - - 0.2

- 250.0

- -26.5

- 0.2

Equity at 31 December 2024 27.2 -0.1 705.0 9.5 42.3 -283.7 500.3 4.2 504.5

16.5 - - - - 250.0 233.5

Consolidated Statement

of Cash Flow

Amounts in NOK million 2025 2024

Result before tax -291.9 -135.4

Adjustments:

Depreciation, amortization and impairment 167.2 58.1

Stock option - 0.2

Share of net profit from and impairment of associated company 0.6 64.7

Net interest cost 63.7 61.3

Income tax paid - -0.4

Changes in contract in progress and contract accruals 62.4 31.6

Changes in inventories, trade receivables and trade creditors -29.8 84.8

Exchange rate differences -10.8 -

Changes in other accruals 103.3 -5.8

Net cash flow from operating activities 64.7 159.1

Cash flow from investing activities

Sale of associates 33.6 -

Purchase of property, plant and equipment -6.3 -3.5

Investment in intangible assets -38.5 -69.2

Net cash flow from investing activities -11.2 -72.7

Cash flow from financing activities

Proceeds from issuing stock -0.5 223.5

Proceeds from non-current borrowings 0.8 4.3

Proceeds from current borrowings 23.3 100.0

Interest paid -36.7 -58.6

Leasing obligations -22.2 -10.7

Bank overdraft/Trade finance facility 77.1 -124.3

Repayment of loans -109.9 -234.4

Net cash flow from financing activities -68.1 -100.2

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Amounts in NOK million 2025 2024

Net change in cash and cash equivalents -14.7 -13.8

Effect of exchange rate changes on cash and cash equivalents -1.1 2.6

Cash and cash equivalents at start of period 46.3 57.5

Cash and cash equivalents at end of period 30.5 46.3

Non-restricted cash 22.7 41.0

Restricted cash 7.8 5.3

Cash and cash equivalents at end of period 30.5 46.3

Consolidated Statement

of Cash Flow Continued

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Notes to the Consolidated Financial Statements

Note 01 Company Information

Vow delivers advanced technologies and solutions to the maritime cruise industry for processing garbage, food waste

and purifying wastewater. In addition, the company provides systems to valorise biomass residues and waste into

renewable products, chemicals and fossil free energy through pyrolysis solutions.

The main office is in Oslo, Norway and the parent company Vow ASA is listed on the Oslo Stock Exchange under the

ticker symbol VOW. The consolidated financial statements in this report include the financial performance and position

of the company and its subsidiaries collectively referred to as ‘’the Group’’ or separately as Group companies.

Statement of Compliance

The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by

the EU and the additional requirements of the Norwegian Accounting Act as of 31 December 2025.

The consolidated financial statements were approved by the Board of Directors and Chief Executive Officer (CEO) on 28 April

2026. The consolidated financial statements will be authorized at the Annual General Meeting on 27 May 2026. Until this date

the Board of Directors has the authority to amend the financial statements.

Basis of Preparation

The consolidated balance sheet has been prepared on the historical cost basis except for certain financial assets and liabilities

as presented in note 22 measured at fair value on each reporting date. The consolidated financial statements are presented in

Norwegian kroner (NOK).

Consolidation

The consolidated financial statements comprise the parent company Vow ASA and its subsidiaries. Intra-group balances

and transactions, and any unrealized gains and losses or income and expenses arising from the intra-group transactions, are

eliminated in the consolidated financial statements.

Going Concern

The Group has strengthened working capital management, cost control and operational efficiency, with liquidity

substantially improving towards the end of 2025.

High delivery volumes on a large maritime project will lead to a temporary liquidity effect in May–July 2026. This is

mitigated through a temporary increase in the overdraft facility and acceptance of deviation from the minimum cash

covenant.

Note 02 Basis of Preparation

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Liquidity is expected to normalize from July 2026 as milestone payments will be received, and the Group anticipates

that with the strong order back log and profit improvement initiatives taken, cash flow from operation will be sufficient

to meet its liabilities.

In accordance with the Norwegian Accounting Act, the Board of Directors confirms that the financial statements have

been prepared based on the going concern assumption.

Translation of Foreign Currency

The financial statements are presented in NOK, which is also the functional and presentation currency of the parent. Assets

and liabilities of subsidiaries that have a different functional currency are translated using the exchange rate on the balance

sheet date. Income and expenses are translated using the exchange rate for the year, calculated based on 12 monthly rates.

Foreign exchange differences arising from these transactions are recognized in other comprehensive income and presented as

a separate component in equity (translation differences). The translation differences are reclassified to the income statement

upon disposal or liquidation of the related operations. Exchange differences arising from non-current monetary receivable or

payable by a foreign operation where settlement is neither planned nor likely in the foreseeable future, forms part of the net

investment in that entity and are also recognized in other comprehensive income.

Judgments and Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments,

estimates and assumptions each reporting period that affect the income statement and balance sheet. Actual outcomes may

differ from these estimates. The main areas where judgments and estimates have been made are described in each of the

following notes:

• Note 3 Revenues inclusive Contract Balances

• Note 12 Impairment of Assets

The main area where significant judgment has been made is described in the following note:

• Note 3 Revenues inclusive Contract Balances

Vow acknowledge that climate change represents an element in the application of methodologies and models used in

estimates used in valuations and measurements of certain accounting items. This is further described in the following notes:

• Note 12 Impairment of Assets

• Note 28 Climate Risk

Material Accounting Policies

Material accounting procedures are integrated in the notes presenting the data.

New or Changed Financial Reporting Principles

IFRS 18 ‘Presentation and Disclosures in Financial Statements’ was issued in 2024, effective for annual reporting beginning on

or after 1 January 2027. The impact of changes resulting from implementation of IFRS 18 are currently being assessed.

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Note 03 Revenue

The revenue in Vow consists of large engineering, procurement and constructions contracts within wastewater treatment, food

waste processing, waste management, valorization of biomass residue waste into renewable products, chemicals and fossil

free energy through pyrolysis solutions. The company also has frame agreements for maintenance of various installations.

Material Accounting Policy

Customer contracts are assessed using the five-step model. The first step is to approve the customer contract with a firm

basis for revenue recognition. The second step is to identify the performance obligations in the contract. The third step

is to determine the transaction price. The fourth step is to allocate the transaction price to each performance obligation,

and the fifth step is to recognize revenue when (or as) the company satisfies a performance obligation.

The deliveries in the contracts are reviewed to identify distinct performance obligations. For most of the identified

performance obligations, control has been assessed to be transferred to the customer over time as the performance

obligations is satisfied. Revenue is recognized over time using a cost-based progress method (percentage-of-

completion), or as time and material are delivered to the customer. The cost progress method is commonly used on

reimbursable and lump sum contracts when scope is firm. The time and materials method are more commonly used for

reimbursable contracts with less firm scope. These methods are used to best reflect the pattern of transfer of control of

goods and services to the customers.

Judgments and Estimates

It can be challenging to estimate the expected revenue and cost in the company’s customer contracts if there are

operational challenges. The most significant judgments and estimates in the customer contracts are described below.

Performance Obligations

Significant management judgment is sometimes required to identify distinct performance obligations in customer

contracts. This includes an analysis of the customer contracts to determine if the goods and services are distinct from

deliveries or input into an overall promise to deliver a combined system of product and services. As most of the contracts

represent a single, combined output for the customers, contracts will normally contain one performance obligation.

Significant Judgments and Estimates

Total Contract estimates of total contract cost can be judgmental and sensitive to changes. The cost estimates can

significantly impact revenue recognition for contracts using cost progress, particularly in lump sum construction

contracts. The forecasting of total project cost depends on the ability to properly execute the engineering and design

phase, availability of skilled resources, productivity and quality factors, and performance of subcontractors. Experience,

systematic use of the project execution model and focus on core competencies reduce the risk that cost estimates may

change significantly.

To ensure correct and compliant total cost forecasting, each project is reviewed monthly. This process involves multi-

discipline considerations of potential developments in the reported total cost forecast. Changes generally arise from

variation orders, materialization of risk elements, or unforeseen cost increases. To mitigate the latter two, and to ensure

stability and accuracy in reporting, the company has continued to develop its risk and contingency handling.

Different Types of Customer Contracts

The revenue in Vow arises from various contracts for the engineering, procurement, construction, modification, and

maintenance within the maritime cruise and industrial sectors.

Maritime Solutions

Deliveries include systems for new-built cruise vessels and retrofit to already operating cruise vessels. Most contracts

last between three to five years. The contracts include a combination of engineering, procurement, and commissioning.

The contracts may be reimbursable, a lump sum, or a combination. Payment terms are normally 30-60 days according

to predefined milestones.

Aftersales

Deliveries include the sale of spares and consumables as well as services on the systems. Each contract or purchase

order under a frame of agreement is usually assessed as a separate performance obligation. The revenue is recognized

upon completion of each service delivery project. The contracts usually last for 5 to 20 days. Payment terms are

normally 30 days after time, and materials are delivered.

Industrial Solutions

Deliveries include design and systems to valorize biomass residues and waste into renewable products, chemicals, and

fossil free energy through pyrolysis solutions. The contracts include a combination of Front-End Engineering Design

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(FEED), engineering, procurement, construction of equipment, and commissioning. In addition, food safety solutions are

also provided. Each contract is usually assessed as one performance obligation, and the deliveries are combined in one

output. The contracts may be reimbursable, a lump sum, or a combination. Payment terms are normally 30-60 days

according to predefined milestones.

Revenue by Segment

The following table shows revenue from customer contracts by segment. Revenue by country is shown in note 4

Segments.

Amounts in NOK million 2025 2024Maritime Solutions 536.0 429.5 Aftersales 236.1 206.9 Industrial Solutions 262.2 381.8Total 1 034.2 1 018.2

Timing of Revenue

The satisfaction of performance obligations in customer contracts varies from a few months to as long as five years. The

order backlog represents the transaction price allocated to unsatisfied or partially satisfied performance obligations

under existing contracts and corresponds to the Group’s remaining performance obligations in accordance with IFRS

15. The order backlog as of 31 December 2025 was NOK 1.699 million, compared to NOK 965 million the year before. The

table below shows the expected timing of future revenue for ongoing and not started performance obligations at year-

end.

Timing of revenue 2026 2027 2028 2029 BeyondBacklog Maritime contracts 31% 24% 21% 10% 14%Timing of revenue recognitionMaritime Industrial Amounts in NOK millionSolutions AftersalesSolutions TotalServices and goods transferred over time 536.0 - 262.2 798.2 Goods transferred at a point of time - 236.1 - 236.1 Total revenue 536.0 236.1 262.2 1 034.2

Maritime Industrial Admin/Amounts in NOK millionSolutions AftersalesSolutionsOther TotalNon-current assetsNorway 112.8 - 228.4 73.1 414.3Europe - - 218.1 - 218.1America - 2.6 - - 2.6Outside of Europe and America - - - - - Total non-current assets 112.8 2.6 446.5 73.1 635.0

Revenue per categoryMaritime Industrial Amounts in NOK millionSolutions AftersalesSolutions TotalServices and goods transferred over time 429.5 22.9 381.8 834.2 Goods transferred at a point of time - 184.0 - 184.0 Total revenue 429.5 206.9 381.8 1 018.2

Contract Balances

The company has recognized the following assets and liabilities related to contracts with customers:

Amounts in NOK million 31.12.25 31.12.24Trade receivables 171.7 196.3 Customer contracts assets 154.0 347.3 Customer contracts liabilities -147.9 -244.1Total inventories at cost 177.9 299.5

Customer contract assets relate to considerations for work completed but not yet invoiced at the reporting date. The

contract assets are transferred to trade receivables when the right to payment becomes unconditional, and invoices are

issued to the customer. Customer contract liabilities relate to advances from customers for work not yet performed.

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Note 04 Segments

The segment information is reported to the CEO and executive management in Vow. The financial segment information

is used for assessing performance and allocating resources in the group. The group has identified Maritime Solutions,

After Sales and Industrial Solutions as the operating segments. Expenses that are not allocated to the operational

segments are reported under the Administrative segment. All transactions between the segments are based on market

terms.

2025

Maritime Industrial Amounts in NOK millionSolutions AftersalesSolutions Admin. TotalRevenue 536.0 236.1 262.2 - 1 034.2 Total revenue 536.0 236.1 262.2 - 1 034.2 Cost of sales -441.8 -153.8 -252.7 - -848.4Employee expenses -31.8 -22.4 -74.5 -10.1 -138.8Other operating expenses -28.5 -17.8 -37.2 -12.2 -95.7EBITDA before non-recurring items 33.9 42.1 -102.3 -22.3 -48.6EBITDA before non-recurring items margin 6.3% 17.8% -39.0% - -4.7%Non-recurring items - - -1.0 -9.5 -10.6EBITDA 33.9 42.1 -103.3 -31.8 -59.2Depreciation -6.8 -2.9 -14.8 -1.6 -26.1Amortization -3.0 -0.2 -17.5 -0.5 -21.2Impairment -23.6 - -96.3 - -119.9Operating profit 0.4 39.1 -232.0 -33.9 -226.4

Assets and liabilities 2025Maritime Industrial Amounts in NOK millionSolutions AftersalesSolutions Admin. TotalProperty, plant and equipment 0.3 1.8 12.5 7.3 21.9Intangible assets 112.5 - 294.8 18.1 425.4Goodwill - - 121.3 - 121.3Right-of Use Assets - 0.8 17.3 47.7 65.9Non Current operating assets - - 0.5 - 0.5Total non-current operating assets 112.8 2.6 446.5 73.1 635.0Current operating assets 243.5 40.4 102.8 13.8 400.4Current operating liabilities -269.9 -15.4 -59.1 -6.9 -351.3Net current operating assets -26.4 25.0 43.7 6.8 49.1Cash flowCash flow from operating activities -10.9 38.3 104.3 -67.0 64.6Capitalized development 8.0 - 29.4 1.1 38.5Other key figuresOrder intake 1 399 - 85 - 1 484Order backlog 1 587 - 112 - 1 699Employees 89 29 101 26 245

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2024Maritime Industrial Amounts in NOK millionSolutions AftersalesSolutions Admin. TotalRevenue 429.5 381.8 206.9 - 1 018.2 Total revenue 429.5 381.8 206.9 - 1 018.2 Cost of sales -335.5 -237.4 -146.5 - -719.5Employee expenses -31.7 -84.9 -23.1 -11.4 -151.1Other operating expenses -11.8 -38.2 -13.0 -23.4 -86.4EBITDA before non-recurring items 50.5 21.3 24.2 -34.8 61.2 EBITDA before non-recurring items margin 11.8% 5.6% 11.7% - 6.0% Non-recurring items - -10.5 -2.3 - -12.8EBITDA 50.5 10.8 21.9 -34.8 48.4 Depreciation and amortization -27.4 -2.1 -17.9 - -47.4Impairment -0.4 - -10.4 - -10.7Operating profit 22.7 19.8 -17.4 -34.8 -9.7Assets and liabilities 2024Maritime Industrial Amounts in NOK millionSolutions AftersalesSolutions Admin. TotalProperty, plant and equipment 0.5 0.7 14.4 9.2 24.8

Assets and liabilities 2024Maritime Industrial Amounts in NOK millionSolutions AftersalesSolutions Admin. TotalIntangible assets 98.7 0.0 351.7 19.8 470.3Goodwill 0.0 0.0 179.0 0.0 179.0Right-of Use Assets 0.0 1.3 20.0 50.8 72.2Non Current operating assets 0.0 0.0 0.6 0.0 0.6Total non-current operating assets 99.2 2.0 565.8 79.8 746.8Current operating assets 213.6 40.8 419.0 -3.9 669.6Current operating liabilities -284.8 -19.6 -167.7 -24.5 -496.7Net current operating assets -71.2 21.2 251.3 -28.4 172.9Cash flowCash flow from operating activities 250.6 21.7 -119.3 6.1 159.1Capitalized development 8.5 - 59.3 1.5 69.3Other key figuresOrder intake 720 - 157 - 877Order backlog 722 - 243 - 965Employees 82 23 102 27 234

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Major Customer

The three largest customers represent respectively 16.6%, 14,1% and 11.7% of the total revenues in 2025. The six largest

customers represent 61.2% of the total revenues in 2025. The Group has long-term contracts with these customers.

Revenue per customer

Amounts in NOK million Revenue Share of total revenuesCustomer X 171.9 16.6%Customer Y 145.8 14.1%Customer Z 121.2 11.7%Customer V 66.1 6.4%Customer W 66.0 6.4%Customer Y 62.0 6.0%Total revenue 633.2 61.2%

Geographical Information

External revenue is based on the geographical location of the customer.

1)Primary geographical markets 2025Maritime Industrial Amounts in NOK millionSolutions AftersalesSolutions TotalNorway 0.4 11.6 41.2 53.2 Europe 522.5 48.7 77.2 648.4 America 12.9 171.9 122.0 306.8 Outside of Europe and America 0.1 4.0 21.8 25.9 Total revenue 536.0 236.1 262.2 1 034.2

1) Based on customer location.

1)Primary geographical markets 2024Maritime Industrial Amounts in NOK millionSolutions AftersalesSolutions TotalNorway 4.1 - 57.1 61.2 Europe 383.0 36.8 120.4 540.2 America 39.1 169.8 162.9 371.8 Outside of Europe and America 3.2 0.3 41.5 45.0 Total revenue 429.5 206.9 381.8 1 018.2

1) Based on customer location.

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Note 05 Employee Expenses

Amounts in NOK million 2025 2024Salaries 221.6 174.5 Social security tax 20.6 19.9 Pension costs 10.8 9.8 Other benefits 8.3 8.1 Option program 1.0 0.2 Gross employee expenses 262.3 212.5 Employee expenses recognized within cost of goods sold -109.6 -31.2Employee expenses capitalized as development -5.9 -19.5Total employee expenses 146.8 161.8 Full time equivalent number of employees 245 234

Vow Group operates several pension plans around the world. All pension plans are defined as contribution plans.

Pension Plans in Norway

The main pension arrangement in Norway is a general pension plan organized by the Norwegian state providing a basic

pension entitlement to all taxpayers. The additional pension plan which all Norwegian employers are obliged to provide

according to current legislation, represent a limited additional pension entitlement. The occupational plans in Vow

Group in Norway are described below.

Defined Contribution Plans

All employees in Norway are offered participation in a defined contribution plan. The annual contributions, premium

and administration cost expensed for the Norwegian plan in 2025 were NOK 8.0 million, compared to NOK 7.5 million in

2024.

Tariff Based Pension Agreement (AFP)

Employees in the subsidiary CHE in Norway have a tariff base lifelong retirement arrangement (AFP) organized by

the main labour unions and the Norwegian state. The pension can be withdrawn from the age of 62. The information

required to estimate pension obligation from this defined benefit plan is not available from the plan administrator.

Vow Group therefore currently accounts for the plan as if it was a defined contribution plan. The annual contribution

expensed in 2025 were NOK 0.8 million compared to NOK 0.7 million in 2024.

Pension Plans Outside Norway

Pension Plans outside Norway are defined contribution plans. The annual contributions expensed for plans outside

Norway were NOK 1.5 million, compared to NOK 1.5 million in 2024.

Amounts in NOK million 2025 2024Service cost 8.1 9.1 Social security tax 1.1 0.7 Net pension costs 9.2 9.8

Key Management Compensation

Text: The key management personnel of Vow include the Board of Directors and the executive management team. Refer

to further description in the Management Remuneration Report available at www.vowasa.com/investors/reports-and-

presentations.

Remuneration to the executive management and the board of directors in 20251)Amounts in NOK million Salaries Pension OtherOptions TotalExecutive Management 14.0 0.7 6.1 0.0 20.8Board of Directors 2.5 0.0 0.0 0.0 2.5Total remuneration to Board of Directors and Executive Management 16.5 0.7 6.1 0.0 23.3

Remuneration to the executive management and the board of directors in 2024

1)Amounts in NOK million Salaries Pension OtherOptions TotalExecutive Management 9.6 0.4 0.2 0.0 10.2Board of Directors 1.9 0.0 0.0 0.0 1.9Total remuneration to Board of Directors and Executive Management 11.5 0.4 0.2 0.0 12.1

1) Fee structure and rates approved at the EGM on 19 November 2024 and AGM on 20 May 2025

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Financial

Note 06 Other Operating Expenses Note 07 Finance Income and Expenses

Amounts in NOK million 2025 2024Travel expenses 8.3 9.8 Lease expenses 5.4 6.0 Consultants and recruitment fees 29.9 13.5 Other external services incl auditor and legal fees 6.8 15.6 Software and IT 17.1 12.0 Other office expenses 3.2 7.9 Insurance fees 5.3 5.6 Marketing and sales 1.9 3.5 Other expenses 20.4 12.5 Total 98.2 86.4

Interest income and expenses include effects from using the effective interest rates method where fees, interest paid,

transaction cost and other premiums are deferred and amortized over the life of the instrument.

Foreign exchange gains and losses arise upon settlement of monetary assets and liabilities that are not hedged.

Translation of monetary assets and liabilities denominated in foreign currencies related to operating activities such

as trade receivables and payables are included in the operating expenses before depreciation, amortization, and

impairment. Foreign exchange gains and losses also include effects from translating monetary assets and liabilities

denominated in foreign currencies at the balance sheet date.

Amounts in NOK million 2025 2024Interest income 2.4 2.3Interest income 2.4 2.3Interest expense -44.7 -59.11)Interest expense on lease liability-4.5 -4.5Interest expense -49.2 -63.6Net foreign exchange loss -16.6 1.8Other financial expenses -0.3 -0.42)Net effect of shares in associated company-1.8 -65.7Net other financial items -18.7 -64.3Net finance expenses -65.5 -125.7

1) Interest expense - leasing, see further information in note 17 Leases.

2) Share of net profit from associate, see further information in note 25 Transactions with related parties and note 24 Investment in associates.

See note 17 for more information about lease liabilities. See note 23 financial assets and liabilities.

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Note 08 Earnings per Share

Basis EPS is calculated by dividing the profit for the year attributable to the ordinary equity holders of the parent on

average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the profit attributable to the ordinary equity holders of the parent by weighted

average number of ordinary shares outstanding during the year, plus the weighted average number of ordinary shares

that would be issued on exercise of the shares, plus the weighted average number of treasury shares.

The following table reflects the income and shares data used in the basic and diluted EPS computations.

Amounts in NOK million 2025 2024Profit for the year (NOK million)-279.5 -132.01) Weighted average number of shares outstanding 290 799 411 120 607 043 Effects of dilution from:Share options 236 666 325 926 Treasury shares 1 006 667 1 006 667 Convertible loan - - 1)Weighted average number of shares adjusted for the effect of dilution 132655291 637 939 121 Earnings per share (NOK per share): Basic-0.96 -1.09Diluted -0.96 -1.09

1) The weighted average number of shares takes into account the weighted average effect of changes in treasury shares during the year.

Note 09 Income Tax

The Group is subject to income tax in several jurisdictions, and judgment may be involved when determining the taxable

amounts. Tax authorities in different jurisdictions may challenge the calculations of taxes payable from prior periods.

The group has significant tax losses carried forward. However, no tax assets have been recognized in the balance sheet.

Tax carried forward are utilized to offset taxable results, if possible, within the tax jurisdictions.

Specification of income tax Amounts in NOK million 2025 2024Current income tax Current year2.1 0.7Prior year adjustment -11.1 -1.2Change in deferred tax -4.6 -2.8Other differences1.2Total current income tax -12.3 -3.4

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Effective tax rate Amounts in NOK million 2025 2024Profit before income tax-291.9 -135.4 Tax rate Norway22%22%Income tax applied Norwegian Tax rate of 22%-64.2 -29.8Tax effects of:Permanent differences 12.2 19.7 Deferred tax adjustments 28.5 12.8 Non/recognition of deferred tax assets 32.7 1.9 Tax losses carried forward-21.8 -11.0 Other 0.3 3.0 Total income tax expenses -12.3 -3.4

Deferred tax assets and liabilities Amounts in NOK million 31.12.25 31.12.24Property, plant and equipment -17.7 -14.0 Intangible assets 22.4 23.7 Trade receivables 637.8 -0.6 Contracts in progress 560.2 - Provisions-2.0 -0.6Leasing-3.9 -1.1Other -23.1 -10.4Total temporary differences 535.4 635.4 -747.7 -702.6Tax losses carried forwardInterest expense deduction limitation carried forward -141.7 -87.9Total temporary differences -354.0 -155.2 396.4 218.1 Not recognized tax loss carry forward Total basis for deferred tax 42.4 62.9 Net deferred tax liability 9.8 14.4

Tax loss carry-forward and unrecognized deferred tax assets Amounts in NOK million Tax Loss Carry-Forward Unrecognized Tax AssetsNorway -593.2 153.0France -234.0 243.4Total -827.2 396.4

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Note 10 Property, Plant and Equipment

Material Accounting Policy

Property, plant and equipment are recognized at cost for less accumulated depreciation and impairment losses. Cost

includes expenditures directly attributable to bringing the asset to the location and condition necessary for its intended

use. Subsequent expenditure is capitalised only when it is probable that future economic benefits will flow to the group.

All other maintenance and repair costs are expensed as incurred.

Assets are normally depreciated on a straight-lime basis over the expected economic lives as follows:

• Buildings and facilities: 5-10 years

• Plant, production and test equipment: 5-10 years

• Machinery and technical installations: 5-10 years

• Vehicles: 5 years

• Office furniture, fixtures and IT equipment: 3-5 years

Assets under construction are carried at cost and are not depreciated until available for use. Useful lives and residual

values are reviewed annually.

Impairment

Impairment triggers are assessed annually, and impairment evaluations have been performed.

Judgment and Estimates

Judgment is involved when determining useful lives and when assessing impairment, based on technical condition,

expected utilization and management’s assessment of future economic benefits. Impairment is assessed for individual

assets and for cash generating units.s.

Amounts in NOK million Property, plant and equipmentHistorical costBalance as of 1 January 2025 95.0 Additions 6.3 Disposals and scrapping -2.7 Reclassification 0.2 Currency translation differences -1.6Balance as of 31 December 2025 97.1 Accumulated depreciation and impairment Balance as of 1 January 2025-70.2Depreciation -8.4 Disposals and scrapping 3.6 Currency translation differences -0.3Balance as of 31 December 2025 -75.3Book value as of 31 December 2025 21.9 Useful life 3-10 years Depreciation methodLinear

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Amounts in NOK million Property, plant and equipmentHistorical costBalance as of 1 January 2024 91.2 Additions 19.9 Disposals -16.6 Translation difference 0.5 Balance as of 31 December 2024 95.0 Depreciation and impairment: Balance as of 1 January 2024 -50.6Depreciation-8.9Impairment -10.7Balance as of 31 December 2024 -70.2Book value as of 31 December 2024 24.8 Useful life 3-10 years Depreciation methodLinear

Note 11 Intangible Assets and Goodwill

Intangible assets mainly relate to capitalized technology development in addition to goodwill. The technology

development programs are closely monitored to secure the desired technological achievements in time and at

acceptable cost levels. Technology development programs that meet certain criteria are capitalized and amortized over

the expected useful lives.

Material Accounting Policy

Capitalized Development

The technology development at Vow is graded according to a Technology Readiness Level (TRL) consisting of eight

phases . Development cost is only capitalized if the product or process is technically and commercially feasible and

the business case shows positive net present value according to IAS 38 Intangible Assets. Capitalized development

mainly includes internal labour costs in addition to materials for the development program. Any third-party funding is

presented as a reduction of the capitalized amount. The capitalized development has been amortized on a twenty year

straight-line basis based on an assessment that the Group’s development programs clearly differentiating offerings

with longer economic benefit. Annual impairment testing is performed in CGUs which contains goodwill. Other CGus are

tested when impairment indicators are identified. Assets are written down to recoverable amount if this is lower than

book value.

Cash Generating Units (CGUs)

A CGU represent the lowest level of independent revenue generated by the assets.The group’s operations have been

divided into 5 Cash Generating Units (CGU’s) of which one CGU comprises the Maritime segment, Aftersales segment and

the industrial segment. The industrial segment is divided into three CGUs. The CGUs are:

• Circular Solutions

• Heat Treatment

• Food Safety

No intangible assets or goodwill are assigned to the Food Safety CGU and the Aftersales CGU.

Goodwill

Goodwill represents the considerations paid more than identifiable assets and liabilities in business combinations.

Goodwill has an indefinite useful life and tested for impairment annually, or when impairment indicators are identified.

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Other

Other intangible assets include IT systems and technology development acquired through business combinations.

Judgments and Estimates

The decision to capitalize a development program involves management judgment. There are strict rules defining

what qualifies for capitalization, and the documentation of the assessment is monitored centrally. Management makes

assessment of future market opportunities, ability to successfully achieve the desired technological solution and the

time and cost to develop it. These factors may change over time.

Judgment is involved when determining the amortization period when assessing impairment or reversal of impairment.

Impairment indicators are assessed for individual development projects, other intangible assets, and for cash generating

units including goodwill. Impairment testing is performed when impairment indicators have been identified. In addition,

goodwill and capitalized development programs that have not been completed are subject to an annual impairment

test. The impairment testing involves judgmental assumptions about future market development, cash flows,

determination of weighted average cost of capital (WACC), growth rate, and other assumptions that may change over

time.

Climate Related Matters

Climate changes may curtail the expected useful lives of the capitalized assets thereby accelerating depreciation and

amortization charges. The Group’s assets are likely to be depreciated and amortized fully over the next 20 years as some

assets have already started amortization. The Group does not expect any changes to the useful lives of our capitalized

assets. Assessment of effect of useful lives is not considered to be a significant accounting judgment or estimate.

However, Vow Group recognize that assessment of useful lives of future capital expenditure may be different, and local

climate changes in the future may affect useful lives of certain assets.

The expected future cash flows used in the impairment testing are affected by climate changes as the projects the

Group will be engaged in the future will change going forward. The projects the Group tender for are based on pipeline of

future projects taking into required changes following climate change effects. As the cash flows used in the impairment

testing are based on current backlog together with identified projects, the climate changes influence our impairment

testing through the projects included in the cashflows used in for impairment testing.

Capitalized development 2025Capitalized from business Software Amounts in NOK milliondevelopment combinationsdevelopment Goodwill Historical costBalance as of 1 January 2025 484.0 47.4 28.6 179.0Additions 37.4 - 1.1Reclassifications -23.0- 2.5 - Translation difference - 0.20 - 0.6Balance as of 31 December 2025 498.4 47.6 32.2 179.6Accumulatted amortisation and impairment Balance as of 1 January 2025-57.2 -20.3 -12.2 - Amortisation -13.0 -3.2 - -4.9 Impairment - - -58.3-61.1 Reclassifications21.1 -2.2 1.60 - Translation difference -1.3 -0.1 - - Balance as of 31 December 2025 -111.5 -27.5 -13.8 -58.3Book value as of 31 December 2025 386.9 20.1 18.4 121.315 years 15 years 10 yearsUseful life Depreciation method Linear Linear Linear

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10 yearsUseful life

Capitalized development 2024Capitalized from business Software Amounts in NOK milliondevelopment combinationsdevelopment Goodwill Historical costBalance as of 1 January 2024 410.4 45.7 27.1 171.5Additions 67.8 1.50 - Translation difference 5.80 1.7 7.5Balance as of 31 December 2024 484.0 47.4 28.6 179.0Accumulated amortisation and impairment Balance as of 1 January 2024 -44.2 -14.7 -7.7 - Amortisation -12.5 -4.9 -4.5 Impairment -0.5 -0.7 - - Balance as of 31 December 2024 -57.2 -20.3 -12.2 0.0Book value as of 31 December 2024 426.8 27.1 16.4 179.07 years 3-20 years Depreciation method LinearLinear Linear

Note 12 Impairments of Assets

The outlook for the cruise industry and the land-based industry Vow is focusing on continues to be positive despite

geopolitical uncertainty and volatile prices. The Group’s offerings and services are in high demand. Vow has a solid order

backlog of projects, especially in the Maritime segment, with balanced risk reward-profiles. In addition, there is high

tendering and FEED activity.

The Group recognized total impairments of NOK 119.9 million across the Maritime and Industrial segments in 2025.

Impairment of individual assets in Maritime and Industrial segments was respectively NOK 23.5 million and 38.1 million. In

addition, an impairment of NOK 58.3 was made of goodwill in the industrial segment. The impairments reflect updated

assessments of recoverable amounts following changes in technology strategy, project-specific developments, and

revised future cash flow expectations.

Impairment Testing Model

Individual Assets

Capitalized development is assessed for impairment triggers to identify development programs where the technological

development or commercial outlook for that specific technology no longer justify the book value. Capitalized

development programs that have not been completed are subject to impairment testing. The impairment testing

of capitalized development includes an update of the future expected cash flows, assessing status of technical

achievements and reviewing cost incurred compared to budget to identify if any of the capitalized cost should be

expensed. The assets are written down to recoverable amount, if lower than book value. Reversal of impairment is

assessed annually for assets previously impaired or when reversal of impairment triggers has been identified.

Assets in a Cash Generating Unit (CGU)

Impairment indicators are assessed quarterly for all assets (including right-of-use assets) that are part of a cash

generating unit (CGU). A CGU represent the lowest level of independent revenue generated by the assets. This is usually

the lowest level where separate external market exists for the output from the CGU. Impairment indicators are reviewed

for all assets with assessment of market conditions, technological development, change in order backlog, change in

discount rate and other elements that may impact the value of the assets in the CGU. Assets are usually tested using the

value-in-use approach determined by discounting expected future cash flows. Various sensitivity analysis for change

and in future cash flows, growth rate and WACC is performed for the CGUs with limited headroom in the impairment

testing. Impairment losses are recognized for assets in CGUs where the recoverable amount is lower than book value.

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Goodwill

The groups of CGUs that include goodwill are tested for impairment annually or when impairment triggers have been

identified. The company does not have any other assets than goodwill with indefinite useful lives.

Judgment and Estimates

The impairment testing of assets is by nature highly judgmental as it includes estimates such as future market

development, cash flows, determination of CGUs and WACC, growth rate used for terminal value and other assumptions

that may change over time. Future cash flows are uncertain as they are impacted by market developments beyond Vows

control. Investment levels in relevant maritime and land-based industries impacts the order backlog. Environmental

legislation in addition to related tax benefit schemes, impact the investment levels for land-based investments. These

external factors in turn impact in turn the markets which Vow operates.

Cash Flow Assumptions

When estimating future cash flows, ten years of cash flow for the period 2026 to 2035 have been used as basis for the

Circular Solutions and Heat Treatment CGUs. Five years budget and cash flow period (2026-2030) have been used in

relation to the Maritime segment. The background for the ten-year budget and cash flow period for Circular Solutions

and Heat Treatment is the assessment of the current maturity of these markets as well as considerations of future

commercial opportunities in these markets triggered by regulatory and environmental development expectations. The

forecasted cash flows are based on firm orders in the backlog and identified prospects in addition to expected service

revenue. Right-of-use lease assets are included in the impairment test. Management has defined the growth rate, post-

tax discount rate and estimated future cash flows as the most sensitive assumptions in the value-in-use calculation.

The forecasted cash flows used in the impairment tests reflect organic growth only. Other parameters in the assessment

are the predicted long-term gross margin levels of the services, level of operational expenses and capital expenditure

for the maintenance of the asset portfolio.

Discount and Growth Rate

The WACC used in the impairment testing is shown below.

Discount rate and growth rate2025 2024Weighted average cost of capital (WACC) 14.6 14.8Growth rate 2.0 2.0Estimated future cash flows are discounted for their present value using the weighted average cost of capital (WACC),

which is a post-tax discount rate. The WACC is based on a risk-free interest rate, a risk premium and average beta value

for the peers in the market. A separate WACC has been calculated for each of the CGUs taken into consideration country

specific risk premiums and long-term risk-free interest rates. The assumptions described above is used for all the

impairment testing for all the CGUs. A growth rate has been applied to calculate the terminal value after the five-year

period.

Impairment Testing of Individual Assets and CGUs

Impairment of individual assets Amounts in NOK million 2025 2024Impairment of intangible assets Circular Solutions38.1 10.7Maritime Solutions 23.5Total impairment 61.6 10.7

The company had impairments of individual assets of NOK 61.6 million in 2025 (NOK 10.7 million in 2024). Impairments

in the year are related to Circular Solutions (NOK 38.1 million) and Maritime Solutions (NOK 23.5 million) amounting to

NOK 61.6 million for assets where technology and commercial outlook no longer justify the value.

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Cash Generating Units

The Group’s operations have been divided into 5 Cash Generating Units (CGU’s) of which one CGU comprises the entire

Maritime segment, one CGU entire Aftersales segment and three CGUs within the Industrial segment. These three CGUs

are:

1. Circular Solutions

2. Heat Treatment

3. Food Safety

No intangible assets are assigned to the Food Safety CGU and the Aftersales CGU.

General

Impairment of NOK 119.9 million was recognised across the Maritime and the Industrial segments of which NOK 58.1

million related to goodwill in the Industrial segment. The impairment of goodwill and intangible assets in the Industrial

segment relate to the Circular Solutions Cash Generating Unit (CGU). Impairment of individual assets in the Maritime and

Industrial segments amounted to respectively NOK 23.5 million and NOK 38.1 million.

Maritime CGU

In the Maritime CGU an impairment of intangible assets of NOK 23.5 million was recognized related to the asset

associated with the Microwave Assisted Pyrolysis (MAP) technology. The MAP technology has been discontinued and

replaced by the Group’s Electrically Assisted Pyrolysis platform (EAP). The MAP technology will no longer generate

future economic benefit and the carrying value has been fully written down.

The impairment assessment of the CGU did not identify any impairment.

Industrial Solutions segment – Circular Solutions CGU

The industrial Solutions segment has been divided into three separate CGUs.

• Circular Solutions

• Heat Treatment

• Food Safety

Circular Solutions CGU

Total impairment recognised was NOK 96.4 million, of which NOK 38.1 million is related to intangible assets and NOK 58.3

million related to goodwill.

Prior to performing the impairment of the CGU, an individual assessment of the development project portfolio was done.

This review resulted in a consideration that updated assessment of recoverable amounts following revised expectations

for future economic benefits related to specific projects required individual impairments. The financial projections were

driven by considerations of changes in the market assumptions.

Heat Treatment

No impairment was identified in relation to the testing of the Heat Treatment CGU,

Impairment Testing of Goodwill

The groups of CGUs identified when testing goodwill represent the level where the synergies are expected to and

goodwill monitored.

The impairment of goodwill:

Impairment of goodwill

Amounts in NOK million 2025 2024Circular Solutions 58.3Total impairment 58.3 0.0

Capitalised goodwill is related to the Circular Solution and the Heat Treatment CGUs. The book values post impairment

is shown below:

Amounts in NOK million 2025 202487.1 144.8Investments in Circular Solutions Investments in Heat Treatment 34.2 34.2Total 121.3 179.0

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Assumptions

A pre-tax rate was used in the calculations. The forecasted cash flows are based on firm orders and an expected share of

new contracts

Sensitivities

The impairment testing is affected by changes in demand of Vow’s products and services. External factors such as

consumer confidence and environmental policies impact customer’scustomer investment decisions. The testing is also

affected by the WACC, growth rates, product mix, cost levelslevels, and the ability of Vow to secure projects as forecasted

in the cash flow. Sensitivity tests have been run to key assumptions in the value-in-use calculation to evaluate possible

adverse changes. This includes changing the discount rate in addition to reducing the expected future cash flow.

The recoverable amounts in book value for all scenarios and for all the CGUs in the goodwill and intangible assets

testing in 2025 considering the reported impairment above.

The sensitivity tests are presented as follows:

EBITDA sensitivity has been assessed in relation to a 2 percentage points change of EBITDA. This is in line with common

market practice for IAS 36 impairment sensitivities, in addition to that management considers it represents a reasonably

possible adverse change in key assumptions. 2 percentage points reflect a 20% reduction in cash flows from EBITDA. The

effect is as follows:

EBITDA sensitivity has been assessed in relation to a 2 percent change of EBITDA. The effect is as follows:

EBITDA sensitivity EBITDA EBITDA Amounts in NOK millionUpsideDownsideInvestments in Circular Solutions 96.8 -96.8Total 96.8 -96.8

WACC sensitivity has been assessed in relation to a 2 percentage points change of WACC. Management considers this

to represent a reasonably possible adverse change, considering historical volatility in market inputs used to determine

WACC. 2 percentage reflects a 14% reduction of the WACC. The effect is as follows:

WACC sensitivity has been assessed in relation to a 2 percent change of WACC. The effect is as follows:

WACC sensitivity WACC WACC Amounts in NOK millionUpsideDownsideInvestments in Circular Solutions 68.8 -68.8Total 68.8 -68.8

The sensitivity analyses illustrate the following scenarios:

• In Circular Solutions the EBITDA and WACC upside evaluations illustrate that the impairment charge of NOK 58 million

to the profit and loss statement would have been deemed not to be necessary.

However, the downside EBITDA and WACC evaluations illustrate that the impairment charge would have been increased

with respectively NOK 96.8 million and NOK 68.8 million.

In Maritime and Heat Treatment, the downside evaluations illustrate the headroom are significantly higher than

the downside with consequently no indication of impairment. The upside evaluations have no financial reporting

implications.

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Note 13 Trade and Other Receivables

Judgments and Estimates

Judgment is involved when determining the impact of losses on receivables and customer contract assets. The

impairment is based on individual assessments of each customer and default risk in the industry and the country which

the customer operates in line with the expected credit loss method (ECL). The material part of the customers of the

Group are large, international companies with low credit risk.

Other receivables include:

Amounts in NOK million 31.12.25 31.12.24VAT receivables 10.1 14.5 Prepaid expenses and other items 21.4 105.0 Receivables "SkatteFUNN"/tax benefits - 0.2 1)Subsidies- 0.6 Other items 6.7 7.9 Total 38.2 128.2

1) Subsidies relate to a R&D specific project delivered by the subsidiary Ascodero Robotics S.A.S in partnership with a French industrial player. The project

involves the delivery of high-tech robotics to produce and create materials in need of enhanced qualities in regards to strength and weight. The project is

subsidised by the French region Haut de France.

Note 14 Inventories

Inventory is measured at the lower value of cost and net realizable value. Inventories include spare parts, components,

and chemicals held at multiple locations worldwide to support service and maintenance activities. Certain inventory

locations are used on a temporary or seasonal basis, reflecting the geographical deployment of vessels and related

operational activity.

The Group’s inventories also include goods in transit. Goods in transit represent items purchased by the Group for which

control has been transferred, but which are yet to be delivered directly from suppliers to customers without physical

storage by the Group.

Inventories include:

Amounts in NOK million 31.12.25 31.12.24 35.3 32.4 Raw MaterialsFinished goods- 1.6 Goods purchased for resale 1.1 4.1 Total inventories at cost 36.5 38.0

During the year, inventory has been written down by NOK 9.9 million due to obsolescence. Of this amount, NOK 5.3

million has been recognised following a reassessment of inventory values resulting from project reprioritizations and

lower expected utilisation level. In addition, inventory of NOK 4.6 million has been written down in relation to the closure

of a test site in ETIA. The write-downs have been recognised in cost of goods sold.

Amounts in NOK million 31.12.25 31.12.24 46.4 38.0 Inventories at costWrite-down recognized in the year -9.9 - Inventories at net realizable value 36.5 38.0

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Note 15 Cash and Cash Equivalents

Amounts in NOK million 31.12.25 31.12.24 22.7 41.0 Non-restricted cash Restricted cash 7.8 5.3 Total cash and cash equivalents 30.5 46.3

Available Liquidity

Available cash and undrawn committed current bank revolving credit facilities amounted to NOK 136.1 million compared

to NOK 182.7 million in the previous period, which provides a liquidity buffer for the Group.

Note 16 Equity

Share Capital

Vow ASA was founded in 2011, and the share capital is NOK 27 247 627. Vow ASA has only one class of shares with equal

rights for all shareholders. Holders of ordinary shares are entitled to receive dividends and are entitled to one vote per

share at general meetings.

Treasury Shares

Treasury shares are not included in the weighted average number of ordinary shares. Earnings per share have been

based on an average of 291 418 466 shares outstanding on 31 December 2025.

Amounts in NOK million 31.12.25 31.12.24Number of outstanding shares at 1 January 418 466 291 114 840 871 Number of outstanding shares at 31 December 291 418 466 291 418 466 Nominal value NOK per share at 31 December 0.0935 0.0935 Share capital NOK at 31 December 27 247 627 27 247 627

Vow ASA has one class of shares with equal rights of all shares.

Treasury shares Number % shareVow ASA 1 006 667 0.3%

Dividend

The group did not pay out dividend in 2025.

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Largest shareholders of Vow ASA > 1%: 31.12.2025 Number % shareMust Invest AS 42 194 851 14.5%DNB Bank ASA 37 181 221 12.8%MP Pensjon PK 10 026 749 3.4%Clearstream Banking S.A. 9 398 959 3.2%The Bank of New York Mellon SA/NV 6 981 154 2.4%Jan Heggelund 5 725 904 2.0%Nordnet Livsforsikring 5 009 478 1.7%Vicama AS 4 928 234 1.7%Ulf Tore Hekneby 4 080 299 1.4%Interactive Brokers LLC 3 280 439 1.1%Total 128 807 288 44.20%

Number of shares owned by group management and board of directors: Name Number % share1) Thomas Fredrick Borgen (Chair) 790 000 0.3%Maria Tallaksen (Board Director) 498 529 0.2%Egil Haugsdal (Board Director) 293 636 0.1%Gunnar Pedersen (CEO) 1 000 000 0.3%2)Cecilie Hekneby (CFO) 8 225 598 2.8%Total 1 582 165 3.7%

1) Thomas Fredrick Borgen owns shares through his holding company Tfbconsulting AS.

2) Cecilie Hekneby owns shares privately as well as shares owned by close associates.

Note 17 Leases and Investment Property

The company leases several office premises in addition to some machines and vehicles. Contracts that contain a lease

are recognized on the balance sheet as a right-of property use of assets and lease liability unless the lease is short-term

or low-value.

Financial Reporting Principles

The lease liability represents the net present value of the lease payments to be made over the remaining lease period.

The discount rate is calculated for each lease based on a model that includes credit risk and country risk. The right-

of-use asset is depreciated over the lease term. Several property leases contain extension options or cancellation

clauses. The non-cancellable lease period is the basis for the lease commitment. Periods covered by the extension

or termination options are included when it is reasonably certain that the lease period will be extended. When

management has decided to extend the lease period is typically an event that would trigger an updated assessment of

the reasonably certain criteria.

Right of use assets Amounts in NOK million Properties Equipment Vehicles TotalBalance at 1 January 2025 59.5 10.5 2.2 72.2 Additions 4.9 5.1 0.3 10.1 Depreciation -12.3 -4.7 -0.9 -17.7 Adjustments 2.8 -1.0 -0.2 1.6 Effect of currency exchange rate differences 0.0 -0.1 -0.2 -0.3Balance at 31 December 2025 55.0 9.8 1.2 65.9

Right of use assets Amounts in NOK million Properties Equipment Vehicles TotalBalance at 1 January 2024 65.7 13.5 1.5 80.7 Additions 5.1 0.6 2.1 7.8 Depreciation-11.7 -3.7 -1.2-16.6 Effect of currency exchange rate differences 0.4 0.0 -0.1 0.3 Balance at 31 December 2024 59.5 10.5 2.2 72.2

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Set out below are the carrying amounts of lease liabilities and the movements during the period:

Amounts in NOK million 31.12.25 31.12.24As at 1 January 75.6 82.7Additions10.0 7.8Interest expense IFRS 16 4.5 4.5Payments-19.2 -19.7 Currency effects0.10.3As at 31 December 70.9 75.6 Current lease liabilities 14.4 15.0 Non-current lease liabilities 56.5 60.6 Total 70.9 75.6

Lease liabilities are discounted with interest rates between 3.26 and 7.62 percent depending on lifetime and lease type.

Maturity analysis - contractual undiscounted cash flows Amounts in NOK million 20252026 14.4 2027 12.1 2028 10.6 After 2029 33.8

Other effects in the statement of profit and loss Amounts in NOK million 2025 2024 4.5 4.5 Interest expenseExpense relating to short-term leases 5.4 6.0

Leases with a lease term less than 12 months are accounted for as short-term leases.

Note 18 Contingent Liabilities

Material Accounting Policy

A provision is a liability with uncertain timing and outcome. Provisions are recognized when cash outflows are

considered probable; the amount can be reliably estimated, and the obligation is a result of a past event. All provisions

are presented as short-term as they are part of the operational cycle.

A contingent liability is a possible obligation that arises from past events that typically depend on a future event outside

the company’s control, for example a court decision. A provision is made when it is considered probable that cash

outflow will take place, and the obligation can be measured reliably.

Judgments and Estimates

The provisions are estimated based on several assumptions and are highly judgmental in nature. No contingent

liabilities have been identified.

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Note 19 Trade and Other Payables

Trade payablesAmounts in NOK million 31.12.25 31.12.24Trade payables 139.9 164.7Total 139.9 164.7

Other payables Amounts in NOK million 31.12.25 31.12.24Public duties payable 27.3 13.0 Prepayments from customers 5.5 11.9 Accrued holiday pay and remuneration 18.1 17.2 1) Short term loan – related parties (ETIA) - - Other payables and accruals for incurred costs 25.4 20.8 Total 76.2 62.9

1) See note 16.

Accrued operating costs mainly relate to cost accruals, salary and holiday pay for own employees and cost for hired

personnel.

Note 20 Financial Risk Management and Exposures

The objective of financial risk management is to manage and control financial risk exposures to increase the

predictability of earnings and minimize the potential adverse effects on the company’s financial performance. The

company is exposed to currency risk, interest rate risk, credit risk, liquidity risk and price risk.

Risk Management

Risk management of financial risk is performed in every project and is the responsibility of the project manager.

They cooperate with the finance management team to identify, evaluate and hedge risk. The Group has established

procedures for overall risk management, including the identification, assessment and monitoring of financial risks, in

accordance with policies approved by the Board of Directors. Risk management activities are integrated into operational

and project level processes and are supported by the finance function to ensure consistent application across the Group.

Geopolitical Unrest

The continuous unstable geopolitical situation has affected the financial markets over the recent years, leading to

volatile commodity prices, fear of inflation and global supply constraints. The unstable situation generally increases the

financial risk.

• Currency risk: Over the recent years we have seen increased volatility in the currency market. Currency variation

clauses, multi-currency contract formats, escalation mechanisms, contingency buffers included in the tender prices,

and currency options are used to mitigate the contingent currency exposures in tenders.

• Credit risk: Operational challenges due to restrictions on mobility and volatile commodity prices.

• Liquidity risk: The current market uncertainty has increased the liquidity risk. However, solid order backlog and

strong generation from operations is paramount to secure a strong balance sheet and visibility.

• The company has established procedures for overall risk management

Currency Risk

Vow has international operations and is exposed to currency risk on commercial transactions, assets and liabilities when

payments and revenues are denominated in currencies other than the functional currency of the respective entity. The

main risk is related to the timing of payments to vendors versus collections from customers. The company does not

enter derivate instruments. The company’s exposure to currency risk is primarily related to EUR and USD.

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The Vow policy requires that all key entities identify and mitigate currency exposure in all contracts. Vow manages the

currency risk in the tender periods including a contingency in the tender price. The Group has a currency risk exposure in

relation to legacy contracts where contingency provisions historically have not been included. However, such provisions

have since been established to minimize potential risk of currency fluctuations. The applied method involves monthly

re-evaluation of the provisioned currency contingency, reflecting any variations in the period ending rate(s) and its’

effect on un-invoiced contract revenue.

Exposure to Currency Risk

The net exposures as of 31 December 2025 are shown in the following table. A bank deposit in a currency different

from the functional currency of the entity represents an exposure for the Group: Estimated forecasted cash flows in the

table are calculated based on maturity assessments of as this is the best estimate of future revenue and cost in foreign

currencies. The net exposure is closely monitored by the management.

31.12.25 31.12.24Amounts in currency millionEURO USD GBP SEK EURO USD GBP SEKBank deposits1.0 0.7 0.0 0.0 0.6 0.7 0.0 0.0Balance sheet exposure Forecasted receipts from customers 10.9 7.2 0.0 2.9 8.5 6.8 0.0 11.7Forecasted payments to vendors 5.8 4.8 0.0 0.9 6.8 1.8 0.0 7.1Cash flow exposure 5.1 2.4 0.0 2.0 1.7 5.1 0.0 4.7Net exposure in currency 6.1 3.1 0.0 2.0 2.4 5.8 0.0 4.7Net exposure in NOK 72.5 31.4 0.0 2.2 28.1 68.0 0.0 4.8

Sensitivity Analysis – Currency Translation of Subsidiaries

A change in foreign currency rates will also impact the income statement and balance sheet when translating the

foreign Vow companies into the presentation currency which is NOK. The effect of the change in various currencies will

impact the consolidated financial statements in the following manner:

31.12.25Current translation of subsidiaries Revenue increase EBIT increase Profit (loss) Equity increase Amounts in currency million(decrease) (decrease)before tax(decrease)5.3 19.5EURO 10 percent strengthening -3.3 -3.7 USD 10 percent strengthening 12.61.20.8 0.5

Interest Rate Risk

The company’s interest rate exposure mainly arises from the Group’s external bank debt position.

An increase of 100 basis points in interest rates would have increased (decreased) equity and profit and loss by the

amounts on the table below. This analysis assumes that all other variables, in particular foreign currency rates, remain

constant.

The Group’s net interest-bearing debt (NIBD) 2025 2024392.0 394.5Interest-bearing debt Cash and cash equivalents 30.5 46.3Net interest bearing debt 361.4 348.2

Increased interest Decreased interest Increase/ decrease in rate effect on profit rate effect on profit Sensitivity-Interest ratebasis points +/- 100before tax before tax-36.1 36.1Based on net interest bearing debt 31.12.2025 Based on net interest bearing debt 31.12.2024 -34.8 34.8

A decrease of 100 basis points in interest rates would have had the equal, but opposite effect on the amounts, on the

basis that all other variables remain constant.

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Credit Risk

Credit risk is the risk of financial losses if a customer or counterparty to financial receivables and financial instruments

fails to meet contractual obligations.

Trade Receivables and Contract Assets

The Group’s major customers are highly rated companies where the credit risk is limited. Risk related to lower rated

companies is monitored closely. The maximum exposure to credit risk at the reporting date equals the book value of

each category of financial assets. The company does not hold collateral as security.

Liquidity Risk

Liquidity risk is the risk that the company is unable to meet the obligations associated with its financial liabilities. The

company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity

reserves to meet its liabilities when due.

The term loan with DNB of NOK 184.1 matures on 4 August 2027. The group obtained a viewer for the 12 months rolling

NIBD/adjusted EBITDA ratio covenant requirement at year end 2025. (see note 21). As the waiver was not unconditional

for the next 12 months, the entire loan facility has been classified as a short-term loan.

Prudent liquidity risk management includes maintaining sufficient cash, the availability of funding for adequate amount

of credit facilities and the ability to close out market positions. Management monitors weekly and monthly forecasts of

the company’s liquidity forecast based on expected cash flows. Due to the dynamic nature of the underlying business,

the company’s management maintains availability under committed credit lines in addition to cash.

Financial Liabilities and the Period in Which They Mature

31 December 2025Amounts in NOK million0-6 months 6-12 months 1-5 years1) Payments on long term borrowings - - 254.5Current borrowings 26.4 26.4 - Trade creditors 205.4 - -Bank overdraft facility- 21.9 Trade finance facility 65.4 - Other current liabilities 20.8 - -Total 252.5 113.6 254.5

1) NOK 184.1 million of the long term borrowing relates to the DNB term loan with due date 04.08.2026 , see note 13

Pricing Risk

Vow is exposed to fluctuations in market prices for key materials, components, and services. These variations can

influence project profitability, particularly in long-duration contracts. To mitigate this risk, the company incorporates

fixed-price escalation clauses during the bid and negotiation phase, ensuring greater price predictability when

delivering a series of vessels. Where appropriate, contract pricing is also linked to relevant market indices, allowing

adjustments that reflect actual economic developments. Together, these measures help stabilize cost structures,

safeguard margins, and support more reliable financial forecasting across the project portfolio.

For ongoing projects, both contracts characterised as new and legacy, we maintain and re-evaluate an individual risk

registry for each project monthly. The identified risks are then quantified by calculating the economic consequence and

probability of occurrence.

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Note 21 Capital Management Investment Policy

Vows’ capital management targets an investment selection process which considers not only Vows weighted average

cost of capital and strategic orientation, but also external factors such as market expectations and extrinsic risk factors.

This selection process is coupled with a centralized approval process for all capital expenditure by the Group.

Funding Policy

Vow has a strong focus on liquidity to meet its working capital needs short-term and to ensure a long-term solution

for its financial obligations long-term. As of 31 December 2025, the liquidity reserve amounted to NOK 136.1 million

compared to NOK 182.7 million in the prior year. It was composed of an undrawn credit facility, cash in bank accounts,

and bank deposits. The cash position is NOK 30.5 million as of 31 December 2025, compared to NOK 46.3 million at 31

December 2024.

Funding of Operations

The Group’s funding policy is based on ensuring sufficient liquidity and financial flexibility to support ongoing

operations and strategic priorities. Cash management and funding activities are coordinated at group level to ensure

efficient allocation of liquidity, improved control of capital structure, and optimized funding terms.

The group has increased its utilization of the overdraft and trade finance facilities with NOK 77.1 million in 2025 from

NOK 87.3 million to 164.4 million.

Borrowing

The Group’s net interest-bearing debt (NIBD)31.12.25 31.12.24 184.1 262.3 Term Loan Other Borrowings 43.5 44.9 Balance 31 December 227.6 307.2 Hereof:Non-current borrowings 33.7 254.5Current borrowings 193.9 52.7

The Term Loan carries interest at three-month NIBOR plus 3.4% per annum. In addition, a payment-in-kind (PIK) interest

of 3% per annum is accrued on the outstanding loan balance. The PIK interest is accrued and becomes payable upon the

Term Loan Maturity. The Term Loan Matures on 4 August 2027. The PIK interest clause was terminated as of 28 February

2026.

Other borrowings carry interest rates between 4.3% and 7.95% per annum.

Bank overdraft / trade finance facility Amounts in NOK million 31.12.25 31.12.24Main Overdraft Facility 58.6 3.9 Trade finance Facility 80.4 65.5 2nd Overdraft facility 25.4 17.9 Total bank overdraft 164.4 87.3

The Group has two bank overdraft facilities, one in Scanship and one in CHE. Scanship has a bank overdraft facility with

a limit of NON NOK 160 million, as well as a trade finance facility with a limit of NOK 80 million. CHE has a bank overdraft

facility with a limit of NOK 30 million. Total overdraft facilities are NOK 270 million. As of 31 December 2025, undrawn

credit facilities amounted to NOK 105.6 million.

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Covenants DNB facility

The Group obtained a waiver for the 12 months rolling NIBD/adjusted EBITDA ratio covenant requirement at reporting

date 18 December 2025. The waiver was not unconditional for the next 12 months; hence the loan is classified as current

borrowings. Subsequent to the quarter, on 24 February 2026, the Group agreed to a new covenant structure with DNB

and received a waiver for Q1 2026 for 12 months rolling NIBD/adjusted EBITDA ratio covenant and DSCR covenant, and

for Q2 DSCR covenant.

The financing facilities agreement has the following covenants::

• Last twelve months adjusted Interest-bearing debt for 2nd quarter of 2026 should be below 6.75x, below 3.5x from

3rd quarter of 2026 and below 3.0x from 1st quarter of 2027 until maturity of the Term Loan.

• The company’s interest cover ratio shall not be less than 0.8x, calculated from adjusted EBITDA to net finance costs

and loan payments from 3rd quarter 2026, rising to 1.0x from 1st quarter of 2027.

• The company’s equity ratio should be no less than 15% from the 1st quarter of 2026 and 20% from the 1st quarter of

2027.

• The company's available liquidity shall be at a minimum of NOK 40 million at all times.

Assets Pledged

Book value of assets securing the bank loan and overdraft facilities:

Amounts in NOK million31.12.25 31.12.24Property, plant and equipment 14.8 17.1 Intangible assets 18.7 18.6 Inventory 35.3 52.0 Trade receivables 151.4 181.8 Total value of assets pledged 220.2 269.5

Bank overdraft Reconciliation of liabilities from financing activities / Trade finance Leasing Amounts in NOK million Borrowingsfacilityliabilities Total1 January 2025 307.2 87.3 75.6 470.1 Proceeds from borrowings 30.3 - - 30.3 Repayment of borrowings-109.9 - - -109.9Payment of lease liabilities - - -14.7 -14.7Net use of bank overdraft and trade finance facility - 77.1 - 77.1 Total 227.6 164.4 60.9 452.9 Non-cash changesNew leasing contracts - 10.0 10.0 Effect of exchange differences- 0.2 0.2 Total non-cash changes - - 10.1 10.1 31 December 2025 227.59 164.4 71.0 463.0

Bank overdraft Reconciliation of liabilities from financing activities / Trade finance Leasing Amounts in NOK million Borrowingsfacilityliabilities Total1 January 2024 427.6 211.6 82.7 721.9 Proceeds from borrowings 111.5 - - 111.5 Repayment of borrowings-234.4 - - -234.4Payment of lease liabilities - - -15.2 -15.2Net use of bank overdraft and trade finance facility - -124.3 - -124.3Total 304.7 87.3 67.5 459.5 Non-cash changesNew leasing contracts - - 7.8 7.8 Effect of exchange differences 2.5 - 0.3 2.8 Total non-cash changes 2.5 - 8.1 10.6 31 December 2024 307.2 87.3 75.6 470.1

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Note 22 Financial Assets and Liabilities

The fair value hierarchy defines a framework for categorizing financial assets and liabilities based on fair value valuation

techniques. Fair value of assets and liabilities in level one is based on quoted prices in an active market, whereas level

three fair values are based on assumptions made by the company in the absence of quoted prices.

The Fair Value Hierarchy

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their

levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not

measured at fair value if the carrying amount is a reasonable approximation of fair value.

For financial instruments at fair value, the levels in the hierarchy are:

•

Level 1: Fair values based on prices quoted in an active market for identifying assets or liabilities.

Level 2: Fair values based on price input or price output other than quoted prices. Such prices are derived from

observable market transactions in active market for identical assets or liabilities. Level 2 includes currency or interest

derivatives and interest bonds, typically when the Group uses forward prices on foreign exchange rates or interest

rates as inputs top valuation models.

Level 3: Fair values are based on unobservable input, mainly based on internal assumptions used in the absence of

quoted prices from an active market or other observable price inputs.

Level in fair value Amounts in NOK million Category 31.12.25 31.12.24hierarchyFinancial assets: Trade receivables Financial asset measured at amortized cost 171.7 205.8 31)Other receivables Financial asset measured at amortized cost 6.7 7.9 3Cash and cash equivalents Fair value through profit and loss 30.5 46.3 2Total financial assets 208.9 260.1 Financial liabilities: Long term borrowings Financial liabilities measured at amortized cost 33.7 254.5 2Current borrowings Financial liabilities measured at amortized cost 193.9 52.7 2Trade creditorsFinancial liabilities measured at amortized cost 139.9 205.4 3Bank overdraft facility Financial liabilities measured at amortized cost 84.0 21.9 2Trade finance facility Financial liabilities measured at amortized cost 80.4 65.4 22)Other current liabilities Financial liabilities measured at amortized cost 25.4 20.8 3Total financial liabilities 557.2 620.7

All amounts in the table are booked values.

31 December 2025Amounts in NOK million0-6 months 6-12 months 1-5 years1) Payments on long term borrowings - - 33.7 Current borrowings 28.6 31.0 134.3 Trade creditors 139.9 - - Bank overdraft facility - 84.0 Trade finance facility- 80.4 - Other current liabilities 25.4 - - Total 193.9 195.3 168.0

1) NOK 184.1million of the short term and long term borrowing relates to the DNB term loan with due date 04.08.2027 , see note 22

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Note 23 Subsidiaries

Vow has 9 subsidiaries in 4 countries at the reporting date of 31 December 2025. The Group holds the majority of shares

in all subsidiaries. Ownership equals the percentage of voting shares.

The following subsidiaries are included in the consolidated financial statements:

Date of acquisition/Country of% equity andCompanyincorporation incorporation voting shareScanship Americas Inc. 01.12.2008 USA 100%Scanship AS01.03.2007 Norway 100%Scanship Poland Sp z o.o. 12.08.2014 Poland 100%ETIA Ecotechnologies S.A.S 15.10.2019 France 100%Vow Industries AS07.11.2019 Norway 100%C. H. Evensen Industriovner AS 30.03.2022 Norway 100%Vow Automation AS15.07.2022 Norway 50.1%Vow US Inc. 10.04.2022 USA 100%

Note 24 Investments in Companies

Financial Reporting Principles

Associates are entities where the company has significant influence but not control or joint control (usually between

twenty and fifty percent of voting power). Interests in associates are accounted for using the equity method. The

investment is initially recognized at cost (including transaction costs) and subsequently increased or decreased to

recognize the share of the profit or loss. The profit or loss for the equity-accounted investees is presented as financial

income or expenses. Net result from shares in associated company in 2025 was a loss o f NOK 1.8 million.

Investment in Associates (Equity Accounted Investees)

In June 2025, the Group sold the remaining shares (24.74%) in Vow Green Metals AS. In the period up to the sale of the

shares, then investment was accounted for using the equity method.

The following table illustrates the summarized financial information of the Group’s investment in Vow Green Metals AS

(now Arbion Industrier AS):Amounts in NOK million 31.12.25 31.12.24Current assets - 83.1Non-current assets - 353.2Current liabilities - -72.9Non-current liabilities- -175.5Equity - 188.0Group’s share in equity - 46.5Goodwill - 10.9Group’s carrying amount of the investment - 57.4Group’s carrying amount of the investment included share of loss for the year - 34.6

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Amounts in NOK million 31.12.25 31.12.24Revenue 0.0 0.2 Operational expenses -48.2 -31.9Depreciation and amortization -4.3 -5.6 Finance income 0.4 0.1 Finance costs -4.0 -2.7Profit before tax -56.1 -39.9Income tax expense - - Profit for the year -56.1 -39.9Total comprehensive income for the year -56.1 -39.9Net effect of shares in associated company -1.8 -65.7

Note 25 Related Parties and Key Management

Compensation

Material Accounting Policy

Related party relationships are defined to be entities under joint control or significant influence by the Group, and

companies outside the Group that are under control (Either directly or indirectly) or joint control by the owners having

significant influence over Vow. The management and the Board of Directors are also related parties.

Related Parties of the Group

Related parties can enter transactions with the company that would potentially not be undertaken between unrelated

parties. Transactions with the related parties are based on negotiations between the parties, and management believes

that the agreed prices is a fair approximation to arm’s length principles.

Significant Related Parties Transactions

(a) Purchases

Amounts in NOK million 2025 2024By Purchase of services fromDescription of services 1) ETIA Ecotechnologies S.A.S SCFI S.A.S Management/consultancy N/A 2.0 2)ETIA Ecotechnologies S.A.S LSI S.A.S Property rental/lease N/A 1.5 3)Vow ASA Reiten & Co AS Consultancy N/A 0.0 4)Scanship AS Advokatfirmaet Skagastøl AS Consultancy services N/A 1.1 C.H. Evensen C.H. Evensen managementProperty rental/lease 2.3 2.3 Total 2.3 6.8 1) LCFI S.A.S is wholly owned by Mr Olivier Lepez, co-founder of ETIA Ecotechnologies S.A.S1) SCFI S.A.S is wholly owned by Mr Philippe Sajet, co-founder of ETIA Ecotechnologies S.A.S.

2) LSI S.A.S is equally owned by Mr Olivier Lepez, co-founder of ETIA Ecotechnologies S.A.S and Mr Philippe Sajet.

3) Reiten & Co AS is wholly owned by R Investment Company AS. R Investment Company AS owned a shareholding of 27.1% in Vow ASA until 11 September 2024

when the majority of the shares where sold to DNB ASA. In addition, Narve Reiten, chair of the board up until 19 November 2024, owns 53.29% of the shares in R

Investment Company AS.

The consultancy service purchased in 2023 is related to the sale of Ascodero, see note 4.

4) Advokatfirmaet Skagastøl AS is a general partnership where Susanne Schneider, member of the board of directors until 19 November 2024, is one of the partners.

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Transactions from SCFI S.A.S relates to work performed by co-founder and CEO of ETIA group Olivier Lepez and co-

founder and CTO Philippe Sajet. The transactions are based on a fixed rate according to agreements, and allocated to

"Salary expenses" in the P&L. LSI S.A.S is the owner of the office and warehouse facilities ETIA Ecotechnologies rents, and

is recognized as an item under IFRS 16. See further information regarding IFRS 16 in note 23 Leases.

- -

(b) SalesAmounts in NOK millionSale to Description 2025 20241) ETIA Ecotechnologies S.A.S LCFI S.A.S Management/consultancy - - ETIA Ecotechnologies S.A.S SCFI S.A.S Management/consultancy 2) Vow ASA Vow Green Metals AS Intangible assets - - Scanship AS Vow Green Metals AS Process equipment - 40.9 3)Scanship ASVGM Operatør AS Process equipment- 17.7 Total - 65.1

1) LCFI S.A.S is wholly owned by Mr Olivier Lepez, co-founder of ETIA Ecotechnologies S.A.S. Transactions from LCFI S.A.S relates to work performed by Mr. Olivier

Lepez. The transactions are based on a fixed rate according to agreements, and allocated to "Salary expenses" in the P&L.

2) Vow Green Metals AS is an associate to Vow ASA with a shareholding of 30.4% in the company.

3) VGM Operatør AS is a wholly owned subsidiary of Vow Green Metals AS. The company was registered 01.03.2023 and will lease and operate buildings and

related infrastructure at Vow Green Metals AS' bio-carbon production facility.

4) Sale of consultancy service to Vow Green Metals AS is related to a service agreement entered into with Scanship AS, which is the subsidiary of its largest

shareholder, Vow ASA. The service comprise accounting, IT and administration services.

The group have entered into a contract with Vow Green Metals AS and VGM Operatør AS for delivery of process

equipment for the Follum project. According to which the group will deliver process equipment and engineering support

to Vow Green Metals’ bio-carbon plant at Follum in Norway. Gross margin from process equipment delivery is eliminated

proportionally to the group shareholding in the company. The elimination is included as share of net profit from

associated company under financial items. See note 17 for more information. The group also delivers consultancy service

to Vow Green Metals AS. The services comprise accounting, IT and administration services.

On 31 March 2023, Vow Green Metals AS ("VGM"), in which the Company holds 24.74% of the shares (as lessee) and

Scanship, which is an indirect wholly owned subsidiary of the Company (as supplier) entered into a purchase agreement

in the total amount of NOK 58,375,000 regarding the delivery of, inter alia, a processing plant for the production of

bio-carbon ("Line 7"). VGM is financing the acquisition of Line 7 through a leasing agreement (the "Line 7 Leasing

Agreement") with SpareBank 1 SR-Bank ASA (as owner). As part of this arrangement, Scanship (as guarantor) has

entered into a repurchase guarantee agreement with SpareBank 1 SR-Bank ASA, pursuant to which Scanship is obligated

to repurchase Line 7 from SpareBank 1 SR-Bank ASA for a purchase price of NOK 20,000,000, with the addition of any

fees or other charges that are or may be imposed by the authorities regarding such transfer, in the event that SpareBank

1 SR-Bank ASA declares that VGM is in default under the Line 7 Leasing Agreement (the "Repurchase Guarantee"). The

Repurchase Guarantee is valid for two years from June 2024. SpareBank 1 SR-Bank ASA may at its sole discretion

transfer its rights and obligations under the Line 7 Leasing Agreement to another bank or financing institution. Further,

Scanship cannot raise objections against SpareBank 1 SR-Bank ASA renting out Line 7 to a new lessee during the lease

period.

Description

Cost sharing

(c) Other Transactions Amounts in NOK million 2025 2024By Sale to1)Scanship AS Vow Green Metals AS - 1.6 Scanship ASVow Green Metals AS Interest on loan- 1.2 Total - 2.8

1) Cost sharing with related parties is related to re-invoicing of shared office space at Lysaker Torg 12.

d) Balance With Related Parties

Amounts in NOK million31.12.25 31.12.24Receivable inDescription Scanship AS Vow Green Metals ASProcess equipment NA 9.4 Total receivables from related parties - 9.4 Liabilities inDescription ETIA Ecotechnologies S.A.S SCFI S.A.SManagement/consultancy NA 0.1 Total liabilities to related parties - 0.1

Key Management Compensation

The key management personnel of Vow include the Board of Directors and the executive management team. Refer to

further description in note 5 and the Managment Remuneration Report available at www.vowasa.com/investors/reports-

and-presentations.

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Note 26 Audit Fees

EY is the auditor of the Group. The table below presents expenses for audit and other services to the auditor.

Amounts in NOK million 2025 20Statutory audits 2.4 3.5 Other assurance services 0.4 0.2 1)Other services 0.6 -Total excl. VAT 3.4 3.7

1) Other services include services provided by entities within the auditor’s network

Note 27 Climate Risk

There have not been identified any material impacts on judgment and estimates on climate risk in the 2025 financial

report. The Group considers the impact of climate change when assessing going concern and capital expenditure

commitments. While there are no identified immediate or short-term impacts form climate change, the Group are aware

of the ever-changing risks and opportunities related to the climate change. Management will regularly assess this risk

against judgment and estimates made in preparation of the Group’s financial statements.

Note 28 Events After Reporting Period

On 24 February 2026, the Group agreed to a new covenant structure with DNB and received a waiver for Q1 2026 for 12

months rolling NIBD/adjusted EBITDA ratio covenant and DSCR covenant, and for Q2 2026 for the DSCR covenant.

On 23 February 2026, Vow ASA and its subsidiary Scanship received a purchase order of EUR 27 million from a major

European shipyard. The order covers equipment deliveries for four newbuild cruise vessels, which are continuations of

an existing vessel platform

Alternative Performance Measures

Vow discloses alternative performance measures in addition to those normally required by IFRS as such performance

measures are frequently used by securities analysts, investors and other interested parties. Alternative performance

measures are meant to provide an enhanced insight into operations, financing, and prospects of the company.

Definitions of Alternative Performance Measures Not Defined by IFRS

EBITDA and EBIT terms are presented as they are used by financial analysts and investors. Special items are excluded

from the Adjusted EBITDA and EBIT as alternative measures to provide enhanced insight into the financial development

of the business operations and to improve comparability between different periods.

EBITDA is short of earnings before interest and taxes, depreciation and amortization. EBITDA

corresponds to the ‘operating income before depreciation, amortization and impairment’ in the

consolidated income statement in the annual report.

EBIT is short of earnings before interest and taxes. EBIT corresponds to ‘operating income’ in the

consolidated income statement in the report.

Margins Such as the EBITDA margin and EBIT margin are used to compare relative profit between

periods. EBITDA margin and EBIT margin are calculated as EBITDA or EBIT revenue

Non-recurring

items

May not be indicative of the recurring operating results or cash flows of the company. Profit

measures excluding special items are presented as alternative profit measures to improve

comparability of the underlying business performance during the periods.

Recovery Hours Recovery hours refer to the allocation of employee expenses to specific projects that contribute

directly to the delivery of goods or services. This approach ensures that personnel expenses are

appropriately reflected in the cost of goods sold (COGS).

Amounts in NOK million 2025 2024

Revenues 1 034.2 1 018.2

Cost of goods sold -738.8 -719.5

Cost of goods sold - recovery hours -109.6

Gross Profit 185.8 299

Gross Margin 18.0% 29.3%

Employee expenses -146.8 -151.1

Other operating expenses -98.2 -86.5

EBITDA before non-recurring items -59.2 61.1

EBITDA margin (%) before non-recurring items -5.7% 6.0%

Non-recurring items -10.6 -12.8

EBITDA -69.7 48.3

EBITDA margin (%) -6.7% 4.7%

Depreciation -26.1 -25.9

Amortization -21.2 -21.4

Impairment -119.9 -10.7

Operating profit (EBIT) -236.9 -9.8

EBIT margin (%) -22.9% -1.0%

1 065.9 1 497.4

227.4 504.5

Equity share (%) 21.3% 33.7%

Annual Report 2025

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Financial

Financing Measures

Alternative financing and equity measures are presented as they are indicators of the company’s ability to obtain

financing and service its debts.

Liquidity Buffer (Liquidity Reserve)

It is a measure of available cash and is calculated by adding together the cash and cash equivalents and the unused

credit facility.

Amounts in NOK million 2025 2024

Cash and cash equivalents 30.5 46.3

Credit facility (unused) 105.7 136.4

Total cash and cash equivalents 136.2 182.7

Net Current Operating Assets

NCOA or working capital is a measure of the current capital necessary to maintain operations. Working capital includes

trades receivable, trade payables, accruals, provisions and current tax liabilities.

Amounts in NOK million 31.12.25 31.12.24

Inventories 36.5 38.0

Trade receivables 171.7 205.8

Contracts in progress 154.0 297.5

Other receivables 38.2 128.2

Trade payables 139.9 205.4

Contract accruals 147.9 228.9

Other current liabilities 76.2 62.9

Net Current Operational Assets (NCOA) 36.4 172.3

Net Interest-Bearing Debt

It is a measure that shows the overall debt situation. Net interest-bearing debt is calculated by netting the value of the

company’s borrowings and overdraft facilities with its cash and cash equivalents

Amounts in NOK million 31.12.25 31.12.24

Non-current borrowings 56.5 254.5

Current borrowings 193.9 52.7

Bank overdraft / Trade finance facility 164.4 87.3

Cash and cash equivalents -30.5 -46.3

Net interest-bearing debt 384.2 348.2

Equity Ratio

It is a financial ratio indicating the relative proportion of equity used to finance the company’s assets and is a measure

of the leverage used by the company

Amounts in NOK million 31.12.25 31.12.24

Equity 227.4 504.5

Total Assets 1 065.9 1 497.4

Equity ratio 21.3% 33.7%

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VOW ASA

Parent Company

Financial Statements

Statement of Income

Amounts in NOK million Note 2025 2024

Revenue - -

Operating revenue - -

Employee expenses 15 -2.9 -1.6

Other operating expenses 2 -7.4 -11.4

Amortization 5 -0.1 0.0

Operating expenses -10.4 -13.0

Operating result (EBIT) -10.4 -13.0

Interest income from group companies 3 45.7 38.3

Interest expenses 3 -24.3 -35.6

Net other financial items 3 0.2 -1.3

Net effect of shares in associated company 3 -1.8 -99.0

Result before tax 9.4 -110.6

Income tax 4 - -

Result for the year 9.4 -110.6

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VOW ASA

Statement of Financial

Position

Amounts in NOK million Note 2025 2024

ASSETS

Non-current assets

Intangible assets 5 0.6 -

Investment in subsidiaries 13 234.8 234.8

Investment in associated company 14 0.0 34.6

Subordinated intercompany loan 12 634.4 671.6

Total non-current assets 869.8 941.1

Current assets

Other receivables 6 1.3 2.1

Receivables from group companies 6 - 0.2

Cash and cash equivalents 7 0.2 16.1

Total current assets 1.5 18.4

Total assets 871.3 959.4

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Amounts in NOK million Note 2025 2024

EQUITY AND LIABILITIES

Equity

Share capital 10 27.2 27.2

Treasury shares 10 -0.1 -0.1

Share premium 10 805.0 805.5

Other capital reserves 10 8.8 8.8

Accumulated losses -157.2 -166.7

Equity attributable to owners of the parent 683.7 674.8

Long term borrowings 13 0.0 212.3

Total non-current liabilities 0.0 212.3

Current borrowings 11 184.1 50.0

Trade payables 14 0.2 17.3

Other current liabilities 14 3.3 5.1

Total current liabilities 187.6 72.4

Total liabilities 187.6 284.7

Total equity and liabilities 871.3 959.4

Statement of Financial

Position continued

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Amounts in NOK million Note 2025 2024

Result before tax 9.4 -110.6

Adjustments:

Depreciation, amortization and impairment 0.1 -

Share of net profit from and impairment of associated company -2.3 -

Net interest expenses -20.8 -1.5

Share of net profit from associated company 10.1

Write down of shares in associated company 3.3 89.0

Changes in trade receivables and trade creditors -16.2 13.5

Changes in other accruals -1.8 -1.4

Net cash flow from operating activities -28.2 -0.9

Cash flow from investing activities

Investment in intangible assets -0.7 -

Sale of associates 33.0 -

Net cash flow from investing activities 32.3 -

Cash flow from financing activities

Proceeds from issuing stock -0.5 223.5

Interest income 45.7 -

Proceeds from current borrowings 23.3 -

Interest paid -19.6 -28.2

Non current Intercompany receivables 37.2 -92.0

Repayment of loans -106.1 -87.4

Net cash flow from financing activities -20.0 15.9

Net change in cash and cash equivalents -15.9 15.0

Effect of exchange rate changes on cash and cash equivalents

Cash and cash equivalents at start of period 16.1 1.1

Cash and cash equivalents at end of period 0.2 16.1

Non-restricted cash 0.2 16.1

Cash and cash equivalents at end of period 0.2 16.1

Statement of Cash

Flow

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Statement of Changes

in Equity

Equity Statement 2025

Amounts in NOK million Share capital Treasury shares Share premium Accumulated losses Total equity

Equity at 1 January 2025 27.2 -0.1 805.5 -157.9 674.8

Result for the year - - - 9.4 9.4

Other comprehensive income - - - - -

Total comprehensive income - - - 9.4 9.4

Transaction costs, issue of share capital - - -0.5 - -0.5

Stock options - - - - -

Equity at 31 December 2025 27.2 -0.1 805.0 -148.4 683.7

Equity Statement 2024

Amounts in NOK million Share capital Treasury shares Share premium Accumulated losses Total equity

Equity at 1 January 2024 10.7 -0.1 598.5 -47.5 561.6

Result for the year - - - -110.6 -110.6

Other comprehensive income - - - - -

Total comprehensive income - - - -110.6 -110.6

Issue of capital 16.5 233.5 250.0

Transaction costs, issue of share capital - - -26.5 - -26.5

Stock options - - - 0.2 0.2

Equity at 31 December 2024 27.2 -0.1 805.5 -157.9 674.8

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Financial

VOW ASA

Notes to the Parent Company Financial Statements

Note 01 Company Information Note 02 Operating Expenses

Vow ASA is the parent company and owner of Scanship AS. Vow ASA is domiciled in Norway and listed on the Oslo Stock

Exchange. The financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by

the EU, and the additional requirements of the Norwegian Accounting Act as of 31 December 2025.

Going Concern

The Group has strengthened working capital management, cost control and operational efficiency, with liquidity

substantially improving towards the end of 2025.

High delivery volumes on a large maritime project will lead to a temporary liquidity effect in May–July 2026. This is

mitigated through a temporary increase in the overdraft facility and acceptance of deviation from the minimum cash

covenant.

Liquidity is expected to normalize from July 2026 as milestone payments will be received, and the Group anticipates

that with the strong order back log and profit improvement initiatives taken, cash flow from operation will be sufficient

to meet its liabilities.

In accordance with the Norwegian Accounting Act, the Board of Directors confirms that the financial statements have

been prepared based on the going concern assumption.

Expenses

There are no employees in Vow ASA and hence no personnel expenses. Executive management and corporate staff

are employed by Scanship AS and its subsidiaries. Costs for their services as well as other parent company’s costs are

recharged proportionally to Vow ASA and presented as operating expenses. For further description of compensation to

the Board of Directors and the executive management team, refer to the Management Remuneration Report available at

www.vowasa.com/investors/reports-and-presentations.

Other operating expenses include:.

Amounts in NOK million 2025 2024

Lease expenses 0.3 0.3

Consultants and recruitment fees 5.3 8.6

Insurance fees 0.1 0.1

Other expenses 0.9 2.4

Total 6.6 11.4

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VOW ASA

Note 03 Financial Income and Expenses

Finance income

Amounts in NOK million 2025 2024

Interest income from group companies 45.7 38.3

Interest income 45.7 38.3

Interest expense -24.3 -35.6

Other financial items 0.2 -1.3

Net effect of shares in associated company -1.8 -99.0

Net other financial items -1.6 -100.3

Net finance expenses 19.0 -97.5

1) Share of net profit from associate, see further information in note 16 Transactions with related parties and note 17 Investment in associates.

Note 04 Income Taxes

Material Accounting Policy

Tax expenses in the income statement comprise current tax and changes in deferred tax. Deferred tax is calculated as

22% of temporary differences between accounting and tax values as well as any tax losses carried forward at the year-

end. Net deferred taxes assets are recognized only to the extent that it is probable they will be utilized in the future

against taxable profits.

Deferred Taxes and Tax Expenses

Specification of income tax

Amounts in NOK million 2025 2024

Current income tax

Current year 0.0 0.7

Prior year adjustment 0.0 -1.2

Change in deferred tax -6.5 -2.8

Other differences 0.0

Total current income tax -6.5 -3.4

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VOW ASA

Effective tax rate

Amounts in NOK million 2025 2024

Profit before income tax 9.4 (110.6)

Tax rate Norway 22% 22%

Income tax applied Norwegian Tax rate of 22% 2.1 (24.3)

Tax effects of:

Permanent differences 0.0 -

Deferred tax adjustments -0.1 12.8

Non recognition of deferred tax assets -0.0 1.9

Utilization of tax losses carried forward -2.1

Other 3.0

Total tax expenses -0.0 -6.6

Deferred tax assets and liabilities

Amounts in NOK million 31.12.25 31.12.24

Property, plant and equipment 0.1 -

Total temporary differences 0.1 -

Tax losses carried forward -130.0 -138.3

Total temporary differences -129.9 -138.3

Not recognized tax loss carry forward 129.9 138.3

Total basis for deferred tax -

Net deferred tax liability - 6.5

Note 05 Intangible Assets

Amortization

Amounts in NOK million 2025 2024

Amortization -0.1 -

Total Amortization -0.1 -

Intangible assets

Amounts in NOK million 31.12.25 31.12.24

Intangible Assets 0.6 -

Total intangible Assets 0.6 -

Note 06 Other Receivables

Amounts in NOK million 31.12.25 31.12.24

VAT receivable 0.0 1.0

Prepaid expenses and other items 0.3 -

Receivable from group companies - 0.2

Other receivables 1.0 1.0

Total 1.3 2.1

Note 07 Cash And Cash Equivalents

Amounts in NOK million 31.12.25 31.12.24

Non-restricted cash 0.2 16.1

Restricted cash - -

Total cash and cash equivalents 0.2 16.1

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Note 08 Shareholders

Note 09 Contingent Liabilities

See note 16 in the consolidated financial statements.

See note 18 in the consolidated financial statements.

Note 10 Trade and Other Payable

Trade payables

Amounts in NOK million 31.12.25 31.12.24

Trade payables 0.2 17.3

Total 0.2 17.3

Other payables

Amounts in NOK million 31.12.25 31.12.24

Accrued interest -2.1 -3.2

Other payables and accruals for incurred costs -1.2 -1.9

Total -3.3 -5.1

Note 11 Capital Management

Borrowing

Amounts in NOK million 31.12.25 31.12.24

Term loan 184.1 262.3

Balance 31 December 184.1 262.3

Hereof:

Non-current borrowings - 212.3

Current borrowings 184.1 50.0

The Term Loan carries interest at three-month NIBOR plus 3.4% per annum. In addition, a payment-in-kind (PIK) interest

of 3% per annum is accrued on the outstanding loan balance. The PIK interest is accrued and becomes payable upon the

Term Loan Maturity. The Term Loan Matures on 4 August 2027. The PIK interest clause was terminated as of28 February

2026.

All debt covenants are based on IFRS excluding the impact of IFRS 16. At the end of 2025, certain ratios were in breach

of the covenants with the loan agreement, but waivers were given for the 4th quarter of 2025 and 1st quarter of 2026.

The waiver obtained on 18 December 2025, was not unconditional for the next 12 months, hence the loan is classified as

current borrowings.

Starting from 2nd quarter of 2026, the Vow Group has the following debt covenants for the Term Loan:

• Last twelve months adjusted Interest-bearing debt for 2nd quarter of 2026 should be below 6.75x, below 3.5x from

3rd quarter of 2026 and below 3.0x from 1st quarter of 2027 until maturity of the Term Loan.

• The company’s interest cover ratio shall not be less than 0.8x, calculated from adjusted EBITDA to net finance costs

and loan payments from 3rd quarter 2026, rising to 1.0x from 1st quarter of 2027.

• The company’s equity ratio should be no less than 15% from the 1st quarter of 2026 and 20% from the 1st quarter of

2027.

• The company's available liquidity shall be at a minimum of NOK 40 million at all times.

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100

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Note 12 Financial Assets and Liabilities

Amounts in NOK million Category 31.12.25 31.12.24

Level in

fair value

hierarchy

Financial assets:

Subordinated intercompany

loans

Loans and receivables 634.4 671.6 2

Other receivables Financial asset measured at amortized cost 1.3 2.1 3

Receivables from group

companies

Financial asset measured at amortized cost - 0.2 3

Cash and cash equivalents Fair value through profit and loss 0.2 16.1 2

Total financial assets 635.9 690.0

Financial liabilities:

Long term borrowings Financial liabilities measured at amortized cost - 212.3 2

Current borrowings Financial liabilities measured at amortized cost 184.1 50.0 2

Trade creditors Financial liabilities measured at amortized cost 0.2 17.3 3

Other current liabilities

Financial liabilities measured at amortized cost 3.3 5.1 3

Total financial liabilities 187.6 284.7

All amounts in the table are booked values.

31 December 2025

Amounts in NOK million 0-6 months 6-12 months 1-5 years

Payments on long term borrowings

- - -

Current borrowings 25.0 159.1 -

Trade creditors 0.2 - -

Other current liabilities 3.3 - -

Total 28.5 159.1 -

1) NOK 184.1 million of the short term and long term borrowing relates to the DNB term loan with due date 04.08.2026 ,

see note 22

31 December 2024

Amounts in NOK million 0-6 months 6-12 months 1-5 years

Payments on long term borrowings

- - 212.3

Current borrowings 25.0 25.0 -

Trade creditors 17.3 - -

Other current liabilities 5.1 - -

Total 47.4 25.0 212.3

1) NOK 184.1 million of the long term borrowing relates to the DNB term loan with due date 04.08.2026 , see note 13

The Group’s net interest-bearing debt (NIBD): 2025 2024

Interest-bearing debt 184.1 262.3

Cash and cash equivalents 0.2 16.1

Net interest bearing debt 183.9 246.2

Sensitivity -Interest rate

Increase/ decrease in

basis points +/- 100

Increased interest

rate effect on profit

before tax

Decreased interest

rate effect on profit

before tax

Based on net interest bearing debt 31.12.2025 -18.4 18.4

Based on net interest bearing debt 31.12.2024 -24.6 24.6

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Note 13 Investment in Subsidiary

Financial Reporting Principles

Investment in subsidiaries is measured at cost. The investment is written down to fair value when impairment is not

considered to be temporary. Impairment losses are reversed if the basis for the impairment is no longer present.

Dividends and other distributions from subsidiaries are recognized in the same year as they are recognized in the

financial statements to the provider. If the distributed dividend in the subsidiary exceeds accumulated profits in the

ownership period, the payments are treated as a reduction in the carrying value of the investment.

Amounts in NOK million Registered office

capital

Number of

shares held

Percentage of

ownership Book value

Scanship AS Tønsberg, Norway 0.1 10 100% 234.8

Note 14 Investment in Associate Company

In June 2025, the Group sold the remaining shares in Vow Green Metal AS (now Arbion Industrier AS). In the period up to

the sale of the share of the assets, the investment was accounted for using the equity method.

The following table illustrates the summarized financial information for the Group’s investment in Vow Green Metals AS.

Amounts in NOK million 31.12.25 31.12.24

Current assets - 83.1

Non-current assets - 353.2

Current liabilities - -72.9

Non-current liabilities - -175.5

Equity - 188.0

Company’s share in equity - 46.5

Goodwill - 10.9

Company’s carrying amount of the investment - 57.4

Company’s carrying amount of the investment included share of loss for the year - 34.6

Amounts in NOK million 31.12.25 31.12.24

Revenue 0.0 0.2

Operational expenses -48.2 -31.9

Depreciation and amortization -4.3 -5.6

Finance income 0.4 0.1

Finance costs -4.0 -2.7

Profit before tax -56.1 -39.9

Income tax expense - -

Profit for the year -56.1 -39.9

Total comprehensive income for the year -56.1 -39.9

Net effect of shares in associated company -1.8 -99.0

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Note 15 Intercompany Balances and Transactions Note 16 Remunerations to the Auditor

Material Accounting Policy

Assets and liabilities are presented as current when they are due within one year or if they are part of the operating

cycle. Other assets and liabilities are classified as non-current. Current assets are valued at the lowest cost and fair value.

Current liabilities are valued at nominal value at the time of recognition.

Subordinated Loan

The subordinated loan to the subsidiary Scanship AS is related to the acquisitions of ETIA Ecotechnologies S.A.S in 2019

and C. H. Evensen Industriovner AS in 2022.

Amounts in NOK million 2025 2024

Scanship AS 634.4 671.6

Total 634.4 671.6

The long-term loan to the subsidiary Scanship AS is related to the acquisition of C H Evensen Industriovner AS in 2022

and ETIA Ecotechnologies S.A.S in 2019.

Intercompany interest income

Amounts in NOK million 2025 2024

Scanship AS 45.7 38.3

Total 45.7 38.3

Key Management Compensation

See note 26 in the consolidated financial statements.

Related Parties

See note 26 in the consolidated financial statements.

Amounts in NOK million 2025 2024

Statutory audits 0.7 1.1

Other assurance services 0.2 0.1

Total 0.9 1.2

Note 17 Events After the Reporting Period

See note 28 in the consolidated financial statements.

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Auditor's Report

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• 







• 









• 

• 





• 











Auditor’s responsibilities for the audit of





Ethics Standards Board for Accountants’

















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Penneo document key: VG848-TR4SL-A1WZ5-9O1CY-QWNUB-E9NAO

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















Basis for the key audit matter

A significant part of the Group’s revenues relates

to customer contracts where revenues are

recognized over time in accordance with IFRS

15. The process of measuring progress involves

judgement and estimates by management

related to allocation of the transaction price and

estimation of costs to complete the contracts.

The contracts are often complex and may span

several years, and changes in estimates may

have a significant impact on recognized revenue

and profit.

Because of the estimation uncertainty, the

complexity of the contracts and the significance

of the amounts involved, recognition of revenue

from customer contracts over time has been

considered a key audit matter.



Our audit response

We assessed the application of accounting

policies and routines related to monitoring and

reporting of projects. We discussed the status of

projects under construction with management

and finance staff of the Group and considered

the accuracy of management’s prior year

assumptions by comparing actual outcomes

against prior period estimates. For a sample of

new contracts, we tested estimated revenues

against contractual terms.

We also assessed and tested the Group’s

process to record contract costs, hours and

contract revenues, recalculated the stage of

completion and performed tests of details of

costs against invoices and hours incurred to

assess the status of the projects.

Refer to the disclosures included in Note 3 in the

consolidated financial statements regarding

revenues from contracts with customers.

Penneo document key: VG848-TR4SL-A1WZ5-9O1CY-QWNUB-E9NAO

Annual Report 2025

Highlights Segments Board of Directors' Report Corporate GovernanceSustainability

Financial

104

Auditor's Report













Basis for the key audit matter

The Group has significant intangible assets and

goodwill recognized in the statement of financial

position. During 2025, an impairment of NOK

119.3 million was recognized, where goodwill

was impaired with NOK 58.3 million, and

individual intangible assets of NOK 38.1 million in

Circular Solutions and NOK 23.5 million in

Maritime Solutions. 

The impairment assessment requires significant

management judgement, particularly related to

key assumptions regarding future cash flows,

growth rates, discount rates and the performance

of cash-generating units, including new projects

and developing business areas. The valuation is

sensitive to changes in key assumptions, and

deviations between year-to-date results and

historical forecasts increase the level of

estimation uncertainty.

Because of the significance of the balances, the

judgement involved and the estimation

uncertainty in the impairment assessment,

valuation of intangible assets and related

goodwill was a key audit matter.

Our audit response

We evaluated the valuation methods and models

applied by management. We evaluated the

estimated future EBITDA margins used in the

forecasted cash flows projections approved by

the Board, including corroborating to available

information such as scenarios, year-to-date

results and development in project status and

margins. Furthermore, we assessed

management’s calculated weighted cost of

capital and compared the inputs against available

market information. We reviewed the accuracy of

the impairment calculations and assessed inputs

used in the model. We also analyzed the

sensitivity of key assumptions used in the

valuation model. 

We conducted inquiries and discussions with

management and assessed whether the related

disclosures appropriately reflect the underlying

assumptions, uncertainties and impairment

recognized, in accordance with IFRS. 









the Board of Directors’ report and the other information presented with the financial statements. The other



Our opinion on the financial statements does not cover the information in the Board of Directors’ report





Board of Directors’ report and for the other information presented with the financial statements. The

inconsistency between the information in the Board of Directors’



ectors’ report and for



misstated. We are required to report if there is a material misstatement in the Board of Directors’ report





Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report

• 

• 

Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate



Penneo document key: VG848-TR4SL-A1WZ5-9O1CY-QWNUB-E9NAO





















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





Auditor’s responsibilities for the audit of the financial statements



free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that















• 











• 



opinion on the effectiveness of the Company’s and the Group’s internal

• 



• Conclude on the appropriateness of management’s use of the going concern basis of accounting



events or conditions that may cast significant doubt on the Company’s and the Group’s ability to



draw attention in our auditor’s report to the related disclosures in the financial statements or, if



evidence obtained up to the date of our auditor’s report. However, future events or conditions



• 





• 







Penneo document key: VG848-TR4SL-A1WZ5-9O1CY-QWNUB-E9NAO

Annual Report 2025

Highlights Segments Board of Directors' Report Corporate GovernanceSustainability

Financial

105

Auditor's Report

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



















ditor’s report unless law or regulation precludes public































Management’s responsibilities







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Auditor’s responsibilities







–“Assurance engagements other than audits or reviews of historical financial

information”. The standard requires us to plan and perform procedures to obtain reasonable assuranc





As part of our work, we perform procedures to obtain an understanding of the Company’s processes for





tagging of the consolidated financial statements and assess management’s use of judgement. Our







Penneo document key: VG848-TR4SL-A1WZ5-9O1CY-QWNUB-E9NAO

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



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





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



Penneo document key: VG848-TR4SL-A1WZ5-9O1CY-QWNUB-E9NAO

Annual Report 2025

Highlights Segments Board of Directors' Report Corporate GovernanceSustainability

Financial

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