Financial Statements, Odfjell Group

The Board of Directors of Odfjell SE, Bergen, March 25, 2026

1.In the fourth quarter of 2024, the Group exercised a purchase option for a vessel previously recognized as a right-of-use asset. The related cash outflow has been reclassified from investing activities to financing activities (repayment of lease liabilities). The reclassification has no impact on total net cash flow.

Note 1 Corporate information

Odfjell SE, Conrad Mohrs veg 29, Bergen, Norway, is the ultimate parent company of the Odfjell Group. Odfjell SE is a public limited company traded on the Oslo Stock Exchange with the tickers ODF and ODFB. The consolidated financial statement of Odfjell for the year ended December 31, 2025 was authorized for issue in accordance with a resolution of the Board of Directors on March 25, 2026, and is subject to approval by the annual general meeting on May 6, 2026 The Odfjell Group includes Odfjell SE, subsidiaries incorporated in several countries (see note 26 for an overview of consolidated companies), and our share of investments in joint ventures (see note 27).

Odfjell is a leading company in the global market for transportation and storage of bulk liquid chemicals, acids, edible oils and other specialty products. Through its various subsidiaries and joint ventures Odfjell owns and operates chemical tankers and tank terminals. The principal activities of the Group are described in note 4.

Unless otherwise specified, the 'Company', 'Group', 'Odfjell' and 'we' refer to Odfjell SE and its consolidated companies.

Note 2 Summary of material accounting principles

2.1 BASIS FOR PREPARATION

The Odfjell Group has prepared its consolidated financial statements according to IFRS® Accounting Standards as adopted by the EU. The consolidated financial statements have been prepared on a historical cost basis, except for derivatives which are measured at fair value.

The material accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.2 CHANGES IN ACCOUNTING PRINCIPLES

The Group did not have any changes to its accounting principles from those applied in the consolidated financial statements as at and for the year ended 31 December 2025.

IFRS 18 'Presentation and Disclosure in Financial Statements' will replace IAS 1 'Presentation of Financial Statements' for annual reporting periods beginning on or after 1  January 2027.

IFRS 18 introduces new categories in the statement of profit and loss which separate operating result from result from investing and result from financing. Result from discontinued operations and tax shall also be presented separately.  While the operating result is newly defined in IFRS 18, the net result will not change. The introduction of IFRS 18 will also impact the cash flow statement for Odfjell Group, where the operating result will be the starting point for the statement of cash flow.

IFRS 18 requires disclosure of Management-defined performance measures (MPM). These  measures are subtotals of income and expenses reflecting managements view of financial performance used in public communications outside the financial statements. All MPMs are to be disclosed in a single note to the financial statement.

Odfjell is still in the process of assessing the impact of IFRS 18 with respect to the structure of the Group's primary financial statements, statement of cash flows and additional disclosures of MPM.

2.3 REVENUES FROM CONTRACT WITH CUSTOMERS

The Group’s revenues from its shipping activities arise primarily from contracts for the seaborne transportation of chemicals and other specialty bulk liquids. Revenue from contracts with customers is recognized when control of the services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the services before transferring them to the customer.

Freight revenue from transportation of liquids by sea

The Group recognizes revenue from rendering of transportation services over time, because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognizes freight revenue over time from load port to discharge port by measuring the progress towards complete satisfaction of the services.  Number of days sailed from load port compared to total estimated days until discharge port is used as a measure of progress. The method applied is the one that most faithfully depicts our progress towards complete satisfaction of the performance obligation.

Variable consideration

If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the service to the customer. The variable consideration is estimated at contract inception or when changes in circumstances occur and is recognized as revenue if it is highly probable that there will not be a significant reversal of revenue in a future period. The Group is estimating demurrage revenue as a variable consideration when delays occur and the vessel is prevented from loading or discharging cargo within the stipulated lay time. The variable consideration based on contracted price terms and estimated excess time taken to discharge or load are being recognized as part of the freight service revenue over time for the remaining voyage (from the delay occur to the discharge port).

Contract balances

Contract assets: A contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract assets are recognized revenue for freight services partly satisfied from voyages that have commenced but are not completed and invoices that have not been issued per December 31. Contract assets are reclassified to receivables from contracts with customers once the freight service is being invoiced to the customer, at the latest when the voyage is completed. Contract assets include variable consideration only when it is highly probable that there will be no significant reversal at a later date when the uncertainty related to the variable payment is resolved. Contract assets are classified as part of current receivables in the statement of financial position..

Trade receivables: A receivable represents the Group’s right to an amount of consideration that is unconditional.

Contract liabilities: A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made. Contract liabilities are recognized as revenue when the Group fulfills the performance obligation (s) under the contract.

Cost to obtain a contract

The Group has elected to apply the optional practical expedient for costs to obtain a contract, e.g. broker commissions, which allows the Group to immediately expense such costs when the related revenue is expected to be recognized within one year.

External pool vessels

Odfjell operates pools of ships delivering freight services to customers and external ships participate in the pools. Under IFRS 15, Odfjell acts as a principal for the external ships in the pool since the freight service delivered to the customer is controlled by Odfjell. Revenues generated by external ships in the pool are therefore recognized as gross revenue in the Statement of profit and loss.

2.4 SEGMENTS

Operating segments are reported in the manner consistent with the internal financial reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the Board and Executive Management which makes the strategic decisions. In the internal reporting, the proportionate consolidation method is used for the Group’s share of investments in joint ventures. The proportionate consolidation method means that we include the Group’s share of revenue and expenses in addition to our share of assets and liabilities, based on ownership. In the consolidated financial statements, investments in joint ventures are accounted for according to the equity method.

2.5 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment – including ships, newbuilding contracts, real estate, office equipment and cars - are measured at historical cost, which includes purchase price, capitalized interest and other expenses directly related to the assets. The carrying value of property, plant and equipment represents the cost less accumulated depreciation and any impairment charges. Newbuilding contracts include payments made under the contracts, capitalized loan interest and other costs directly associated with the newbuilding and are not depreciated until the asset is available for use.

The investment is depreciated over the remaining useful life of the asset. We estimate residual value at the estimated time of disposal of assets, which is generally at the end of their useful life. To assess the residual value of ships we use the current estimated recycling value. The residual value for ships is estimated by distributing the total lightweight of the ships in a stainless steel part and a carbon steel part.  Steel are estimated to the market value of steel at year end. Stainless steel is valued at 10% of the quoted nickel price at London Metal Exchange at the Statement of financial position date. The residual values are measured on a yearly basis and any changes have an effect on future depreciation.

Each component of property, plant and equipment that is significant to the total cost of the item is depreciated separately. The Company allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant components and depreciates separately each such component over their useful lives. The carrying amount of ships is split into three components, ships, coating and periodic maintenance.

Day-to-day repairs and maintenance costs are charged to the Statement of profit and loss in the period they are incurred. The cost of major renovations and periodic maintenance is included in the asset’s carrying amount. At the time of investing in a ship a portion of the purchase price is defined as periodic maintenance, and this component is depreciated over the period until the next periodic maintenance.

Expected useful lives of property, plant and equipment are reviewed at each Statement of financial position date, and where they differ significantly from previous estimates, depreciation are adjusted accordingly. Changes are valid as from the dates of estimate changes.

Capital gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount and are included in the operating result.

Property, plant and equipment are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.

Impairment of property, plant and equipment

The carrying amount of the Group’s tangible assets is reviewed at each Statement of financial position date to determine whether there is any indication of impairment. If any such indication exists,  the asset’s recoverable amount is estimated in order to determine the extent of any impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Assets held for sale are excluded from the cash generating units and are assessed separately for impairment.

The recoverable amount is the highest of the fair market value of the asset, less cost to sell, and value in use. The value in use is the net present value of future estimated cash flow from the employment of the asset. The net present value is calculated using the weighted average cost of capital  as discount rate. If the recoverable amount is lower than the book value, impairment has occurred and the asset shall be revalued. Impairment losses are recognized in Statement of profit and loss.

Impairment losses recognized in the Statement of profit and loss for previous periods are reversed when there is information that the basis for the impairment loss no longer exists. This reversal is classified in the Statement of profit and loss as an impairment reversal. The increased carrying amount of an asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognized for the asset in prior years.

2.6 LEASING

To a large extent, the Group's leasing activity relates to ships where Odfjell is the lessee. The leasing contract are either bare-boat or time-charter parties. They are typically made for fixed periods of 1 year to 10 years. Lease payments are normally fixed for the whole lease period. The Group also leases offices in various areas. Most charter contracts entitles the Group to either extend the lease period and / or to purchase the asset after a certain period.

Bare-boat lease contracts relates to the lease of a specific ship, while time-charter contracts include the lease of the specific ship and in addition a non-lease component (crew and maintenance; operating expense). We have separated the non-lease component by estimating the operating expense based on internal and external sources (benchmark of ships on external management) for ships of similar classes as ships on time-charter contracts. Therefore, only payments for the bare-boat element are included when estimating the lease liability.

The existence of extension options and option to purchase the ships are used to maximize operational flexibility and to reduce residual value risks associated with legal ownership. The extension and purchase options are exercisable only by Odfjell. Consideration payable for extension or purchasing the underlying ship are included when estimating the lease payments and lease term only to the extent it is reasonable certain that Odfjell will exercise its options. A significant part of the leased assets relates to ships where the minimum lease term are up to 8 years - 10 years. The likelihood of exercising options is made at commencement date, the date when the underlying asset is made available to Odfjell. As of 31 December 2025, no unexercised options are assessed as reasonably certain to be exercised.

If significant circumstances changes as a consequence of significant events within the control of the Group, the likelihood of exercising the options is reassessed. Such event could be that one or more of the leased ships are needed to fulfill the Group's contracts obligations towards customers. Refer to note 3 for further information on the assessment of lease terms and options.

Leases are recognized as a right-of-use assets and a corresponding liability at the date which the leased asset is available for use by Odfjell. The lease liabilities are measured as the net present value of future lease payments.  The discount rate used is the lessee's incremental borrowing rate. The incremental borrowing rate is the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.  Lease liabilities include the net present value of the bare-boat element. 

Right-of-use assets are measured at cost comprising the amount initial measurement of the lease liability, lease prepayments  and direct external cost associated with negotiation of the lease contract.

For right-of-use assets where Odfjell is obliged to ensure dry-docking, the Group capitalizes these expenses and depreciate over the shorter period until the next scheduled dry-docking or the remaining lease term.

The non-lease element, deducted from nominal lease payments when calculating the net present value of the lease liability, is charged to the Statement of profit and loss classified as 'Operating expenses'.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period producing a constant periodic rate of interest on the remaining balance of the liability each period.

Payments associated with short term leases of ships, other equipment and all leases of low value assets are recognized on a straight line basis as an expense in the Statement of profit and loss. Assets regarded as low value assets are equipment which need electricity to operate (e.g. copy machine, coffee machine). Short term leases of ships are classified as 'time charter expenses' in the Group's Statement of profit and loss. Other short term leases and leases of low value assets are classified as 'General and administrative expenses'.

Short term leases are those where the lease term are 12 months or less. Options to extend the lease term are included in assessment of the lease term once the extension is agreed.

The Group sometimes enters into sale-leaseback transactions related to ships. For these transactions, the Group evaluates whether the transfer of the asset satisfies the requirements of IFRS 15 to account for the transfer as a sale. For transactions where the Group retains control of the asset the transaction is accounted for as a financial arrangement in accordance with IFRS 9. The Group has previously entered into such transactions, where the related vessels are not derecognized and the amounts received are recognized as a financial liability. The Group has not entered into any sale-leaseback that met the criteria to be a sale.

The Odfjell Group is acting as pool manager for  pools with external pool participants.  The lease payments to external pool participants are entirely variable and therefore not included when calculating the lease liability. The variable lease payment, less management fee to pool manager, is charged to Statement of profit and loss as 'pool distributions'.

2.7 CONSOLIDATION

The consolidated statements consist of Odfjell SE and its subsidiaries as at December 31 each year.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtained control, and continues to be consolidated until the date that such control ceases. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Generally, there is a presumption that a majority of voting rights results in control, but the Group considers all facts and circumstances when assessing whether it has power over the investee.

Identified excess values have been allocated to those assets and liabilities to which the value relates. Fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the exchange rate at the Statement of financial position date. Excess values are depreciated over the estimated useful lives for the relevant asset and liabilities.

Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform to the Group’s accounting policies.

2.8 INVESTMENT IN JOINT VENTURES

A joint venture is a type of joint arrangement whereby the parties that have joint control have the right to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of the arrangement, which exists only when decisions about relevant activities require unanimous consent of the parties sharing control.

An associate is an entity in which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

The Group’s investments in joint ventures are accounted for by using the equity method. Under this method, the investment is initially recognized at cost. Goodwill relating the associate or joint venture is included in the carrying amount of the investment and not tested for impairment individually.

The Statement of profit and loss reflects the Group’s share of the net result after tax of the associate or joint venture. Any depreciation or amortization of the Group’s excess values, net of deferred tax, are included in the net result from the joint ventures.

Any change in other comprehensive income of the associate or joint venture is presented separately in the Group’s other comprehensive income.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Group.  When necessary, adjustments are made to bring the accounting principles in line with those of the Group.

Impairment of joint ventures

The Group determines whether it is necessary to recognize an impairment loss on its investments in joint ventures. At each reporting date, the Group determines whether there is objective evidence that the investments are impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount and the carrying amount of the investment. Any impairment loss is recognized as ‘share of profit or loss from joint venture’.

The recoverable amount is the higher of value in use and fair value less cost to sell. The entire carrying amount of the investments are tested for impairment as one single asset.

2.9 CURRENCY

The consolidated financial statements are presented in USD as the Group operates in an international market where the functional currency is mainly USD.  The functional currency of the parent company is USD.

Transactions in non-USD currency are recorded at the exchange rate on the date of the transaction. Receivables and liabilities in non-USD currencies are translated at the exchange rate on the Statement of financial position date. All exchange rate differences are taken to the Statement of profit and loss.

The Statement of financial position of foreign subsidiaries with functional currency other than USD is translated at the rate applicable on the Statement of financial position date, while the Statement of profit and loss is translated using the monthly average exchange rate for the accounting period. Exchange rate differences that arise as a result of this are included as exchange rate differences in other comprehensive income. When a foreign subsidiary is sold, the accumulated translation adjustment related to that subsidiary is taken to the Statement of profit and loss.

2.10 FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Recognition and derecognition

Financial assets and liabilities are recognized in the statement of financial position at the date the Group becomes a party to the contractual provisions of the financial instruments. Financial instruments are recognized at fair value, which normally equals their transaction price. Trade receivables are measured at transaction price. Transaction costs are recognized in profit or loss, with the exception of transaction costs related to financial instruments measured at amortized cost or fair value through OCI where transaction costs adjust the instruments carrying amount and are amortized over the expected life of the instruments.

A financial asset is derecognized when the right to receive and retain cash flows from the asset has expired, or when the rights to receive the cash flows from the financial asset and substantially all the risks and rewards from ownership of the financial asset has been transferred. A financial liability is derecognized when it is extinguished, i.e. when the financial liability is discharged, canceled or expires.

Classification and measurement

Financial assets are measured at amortized cost if their contractual cash flows are solely payment of principal and interest on the principal amount outstanding, and they are held within a business model whose objective is to hold

financial assets in order to collect contractual cash flows. All financial assets of the Group that are not derivatives or equity instruments meet these conditions and are measured at amortized cost. Derivatives and equity instruments are measured at fair value through profit or loss, with the exception of derivative instruments that are designated as hedging instruments in qualifying hedging relationships.

The Odfjell Group has the following financial assets; loan to joint ventures, trade receivables (included in current receivables), derivative financial instruments and cash and cash equivalents.

Financial liabilities are accounted for at amortized cost, unless they are held for trading, designated at fair value through profit or loss or are derivatives. Financial liabilities of the Group are measured at amortized cost, with the exception of derivatives which are either measured at fair value through profit or loss or are designated as hedging instruments in qualifying hedging relationships.

The Odfjell Group has the following financial liabilities; Long and short term interest-bearing debt, trade and other payables (included in 'other current liabilities' in the statement of financial position) and derivative financial instruments.

Impairment

A simplified impairment model applies for trade receivables, where impairment losses are measured at lifetime expected credit loss irrespective of whether credit risk has increased significantly or not.

Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments to hedge interest rates and foreign currency risk. Derivative financial instruments are forward currency contracts and interest rate swaps. Such derivative financial instruments are initially recognized at fair value on the date on which the contract is entered into and are subsequently remeasured at fair value. Derivatives are recognized as assets if the fair value is positive and as a liability when the fair value is negative.

For the purpose of hedge accounting, the derivatives are classified as cash flow hedges and hedges highly probable future cash flows. Forward currency contracts hedges future highly probable cash outflows in NOK. Interest rate swaps hedges future interest payments.

At the inception of the hedging relationship, the Group formally designates and documents the hedge relationship  aligned with the risk management objective and hedging strategy.

Until the highly probable future transaction occurs, the effective portion of the gain or loss on the hedging instrument is recognized in other comprehensive income in the cash flow hedge reserve. Any ineffective portion is recognized in the Statement of profit and loss immediately as other financial items. The amount accumulated in the cash flow reserve is reclassified to profit and loss as an adjustment in the same period as the hedged cash flow affect profit and loss.  The adjustments related to forward currency contracts are recognized in operating expenses and  general and administrative expenses. Adjustments associated with interest rate swaps are included as interest expense.

Derivative financial contracts used as hedging instruments are classified as current assets or current liabilities if they mature within 12 months after the Statement of financial position date. Derivative financial contracts maturing more than 12 months after the Statement of financial position date are classified as non current assets or non current liabilities.

2.11 INVENTORIES

Bunkers, spare parts and consumables are accounted for at purchase price, on a first-in, first-out basis.

Inventories are measured at the lower of cost and net realizable value. If inventory is written down to net realizable value, the write down is charged to the income statement.

EU emission allowances (EUAs) are measured at historical cost and included as inventory.

2.12 CASH AND CASH EQUIVALENTS

The cash flow statement is prepared using the indirect method. Cash and cash equivalents include cash in hand and in bank, deposits held at call with banks and other short-term highly liquid investments with maturities of three months or less from the date of acquisition.

The amount of cash and cash equivalents in the cash flow statement does not include available credit facilities.

2.13 TAXES

The shipping activities are operated in several countries and under different tax schemes, including the ordinary tax system in Norway and, the Norwegian tonnage tax system . In addition, we operate under local tax systems, most importantly in Brazil.

The Group’s taxes include taxes of Group companies based on taxable profit for the relevant financial period, together with tax adjustments for previous periods and any change in deferred taxes. Withholding tax on dividend received and withholding tax on capital gains are classified as income tax. Tax credits arising from subsidiaries’ distribution of dividends are deducted from tax expenses.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

• in respect of taxable temporary differences associated with investments in subsidiaries, interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available to offset the temporary differences. We recognize formerly unrecognized deferred tax assets to the extent that it has become probable that we can utilize the deferred tax asset. Similarly, the Company will reduce its deferred tax assets to the extent that it no longer can utilize these.

Deferred tax and deferred tax assets for the current and prior periods are measured at the amount expected to be paid to or recovered from the relevant tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted at the Statement of financial position date. Deferred tax and deferred tax assets are recognized irrespective of when the differences will be reversed. Deferred tax and deferred tax assets are recognized at their nominal value and are classified as non-current liabilities (non-current assets) in the Statement of financial position.

Companies taxed under special shipping tax systems will generally not be taxed on the basis of their net operating profit. A portion of net financial income and other non-shipping activities are normally taxed at the ordinary applicable tax rate and presented as income tax. Taxation under shipping tax regimes requires compliance with certain requirements, and breach of such requirements may lead to a forced exit of the regime.

Tax payable and deferred taxes are recognized directly in equity to the extent that they relate to factors that are recognized directly in equity.

The Group is subject to the global minimum top-up tax under Pillar Two tax legislation. The legislation aims to ensure that large multinational groups pay taxes at a minimum rate of 15% on income arising in each jurisdiction in which they operate. Jurisdictions with revenue and net profit before tax below certain thresholds and jurisdictions where the effective tax rate exceeds the minimum tax rate of 15% qualify for transitional safe harbour.

The Pillar Two rules contains a specific exemption for international shipping income. This income is excluded from the calculated GloBe tax base and not part of the calculation of the 15% minimum tax.

2.14 BORROWING COST

General and specific borrowing costs directly attributable to the acquisition, construction and production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

2.15 PROVISIONS

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation. Provisions are based on best estimates. Provisions are reviewed on each Statement of financial position date and reflect the best estimate of the liability. If the effect of the time value of money is material, normally more than twelve months, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Carbon emission liabilities are measured at historical cost at the same cost as purchased EUAs, to the extend the accrued carbon emission do not exceed the purchased EUAs. Carbon emission expenses and liabilities in excess of purchased EUAs are measured at fair value. The Group has a minor surplus of EU Fuel Maritime allowances. As the surplus is not considered material, no asset has been recognized in the financial statements.

2.16 PENSION COST AND LIABILITIES

The Group operates a number of pension plans in accordance with the local conditions and practices in the countries in which it operates. Such pension plans are defined benefit plans or contribution plans according to the customary pension plans prevailing in the country concerned.

Defined benefit pension plans are pension plans with retirement, disability and termination income benefits. The retirement income benefits are generally a function of years of employment and final salary with the Company. The liability in respect of defined benefit pension plans is the present value of the accumulated defined benefit obligation at the Statement of financial position date less the fair value of plan assets. The net pension liability is calculated based

on assumptions with regards to interest rates, future salary adjustments etc. These assumptions are based on historical experience and current market conditions. The cost of providing pensions is charged to income statement so as to spread the regular cost over the vesting period of the employees. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income.

For defined contribution plans, contributions are paid to pension insurance plans. Once the contributions have been paid, there are no further payment obligations. Contributions to defined contribution plans are charged to the income statement in the period to which the contributions relate.

2.17 EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year.

2.18 COMPARATIVES

Comparative figures have been reclassified to conform to changes in presentation in the current year when there are changes in accounting principles, corrections of errors or operations defined as discontinued.

2.19 RELATED PARTIES

In the normal course of the conduct of its business, the Group enters into a number of transactions with related parties. The Company considers these arrangements to be on reasonable market terms.

2.20 CLASSIFICATION IN THE FINANCIAL STATEMENT

Odfjell has used a classification based on a combination of nature and function in the income statement.

Note 3 Critical accounting judgment and key sources of estimation uncertainties

The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires the Management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving higher degree and judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are:

REVENUE FROM CONTRACT WITH CUSTOMERS

The Group applied the following judgments that significantly affect the determination of the amount and timing of revenue from contracts with customers:

(i) Timing of freight revenue

The Group generates its revenue from contract with customers from the transportation of liquids by sea. After commencement of a sea voyage, estimated revenue is recognized and prorated over time from a cargo is loaded to the estimated time of discharge. Estimated revenue and time from load to discharge is being updated as the voyage progresses to include most recent data, and changes in estimates will impact revenue and contract balances.  See Note 23 for information about contract balances.

(ii) Variable consideration - demurrage

The Group is estimating demurrage revenue as a variable consideration when delays occur and the vessel is prevented from loading or discharging cargo within the stipulated lay time. The variable consideration based on contracted price terms and estimated excess time taken to discharge or load are being recognized as part of the freight service revenue over time for the remaining voyage (from the delay occur to the discharge port). Changes in estimates related to demurrage will impact revenue and contract balances.

(iii) Principal versus agent considerations

Odfjell operates pools of ships delivering freight services to customers and external ships  participate in the pools. The Group determined that it does act as a principal, not as an agent, for those external ships in the pool since the operations of the external vessels and the freight service delivered to the customer is controlled by Odfjell. Revenues generated by external ships in the pool are therefore recognized as gross revenue in the income statement.

CLIMATE AND REGULATORY RISK

In preparing the financial statements, the Group considers transition to a low carbon economy and the potential impact of climate change.

A new Strategy on Reduction of Greenhouse Gas Emissions (GHG) from Ships was adopted by the International Maritime Organization (IMO) in 2023. This Strategy includes reinforced targets aimed at addressing harmful emissions. The revised IMO GHG Strategy includes an enhanced common ambition to reach net-zero GHG emissions from international shipping by or around, 2050, a commitment to ensure an uptake of alternative zero and near-zero GHG fuels by 2030, as well as indicative checkpoints for international shipping to reach net-zero GHG emissions for 2030 (by at least 20%, striving for 30%) and 2040 (by at least 70%, striving for 80%). The Strategy envisages a reduction in carbon intensity of international shipping by at least 40% by 2030 compared to 2008. The regulations to achieve these ambitions are under development within the IMO, with implementation envisaged from 2027.

The Carbon Intensity Indicator (CII) is a mandatory operational rating scheme under the International Convention for Prevention of Pollution from Ships (MARPOL), Annex VI that entered into force on 1 January 2023. It assesses a ship’s annual operational carbon intensity performance and assigns a rating on a scale from A to E. Ships that receive a D rating for three consecutive years or an E rating in a single year are required to develop and implement a corrective action plan as part of their Ship Energy Efficiency Management Plan  (SEEMP) to improve its performance.

The Group has worked consistently over several years with propulsion efficiency measures and other initiatives to improve the fuel efficiency for the vessels. As a result, internal analysis indicates that all our owned vessels are in compliance with the carbon Intensity Indicator (CII), achieving a C-rating or better in 2025. To achieve the same ratings in 2030, the analysis shows that for some vessels we will either have to increase the fuel efficiency further by investing in additional energy-saving devices, use sustainable biofuel or alternatively adjust the speed for these vessels.

The shipping industry has been  subject to the EU Emissions Trading System (EU ETS) since 2024 requiring the Group to purchase EUAs to offset its regulated greenhouse gas emissions. As a consequence, the Group's voyage expenses  increases.  Odfjell has successfully been able to offset this cost by an increase in revenue. The EU ETS has been phased in over time, from 40% coverage in 2024, 70% in 2025 to 100% coverage in 2026 of applicable emissions.

The FuelEU Maritime Regulation entered into force in 2025, introducing mandatory requirements for the greenhouse gas (GHG) intensity of energy used on board ships calling at EU ports. The regulation applies to all vessels commercially operated by Odfjell that fall within its scope and aims to progressively reduce the carbon intensity of marine fuels used within the EU. The required reduction increases over time with the objective of achieving substantial decrease in emissions from maritime transport within EU and contributing to the EU's climate neutrality ambition by 2050.

Odfjell plans to meet these requirements through a combination of measures, including the use of sustainable biofuels and investments in energy efficiency improvements. Building on positive operational experience, the Group has decided to expand investments in wind-assisted propulsion systems for several Japanese newbuildings, some of which will also be equipped with energy-efficient gate rudders. Biofuels are more expensive than conventional fuels, and Odfjell expects to apply a similar strategy as under the EU ETS by passing the increased cost on to the charterer.

The future impact from climate change may encompass an increase in extreme weather resulting in re-routing, increased risk of port and infrastructure damages causing disruption to regular operations for both the Group and its customers, lower productivity and increased operational cost. These sources of uncertainties are primarily related to our vessels including right-of-use assets impacting the:

• Useful life of vessels
• Residual value of vessels 
• Cash inflows from continuing use of the Group's vessels when assessing the recoverable amount.

In the sections 'Depreciation and residual value of ships' and 'Estimation of useful life of vessels' we have described our assessment of the useful life of vessels and recycling values and consequences of changes in these assumptions. When assessing the residual value of vessels, we assume that the vessels are recycled according to prevailing regulatory requirements and at the location where the best recycling price is achieved.

Management has evaluated the useful life of vessels in conjunction with the existing regulatory framework and concluded that the estimated useful life of vessels are kept unchanged compared to previous periods.

DEPRECIATION AND RESIDUAL VALUE OF SHIPS

Ships are recognized at historical cost less accumulated depreciation and any impairment charges. The cost of the ships includes the contract price, expenses related to site team and pre-delivery borrowings incurred. The cost less residual value is depreciated on a straight-line basis over the ships estimated useful life.

The cost of the ships is divided into separate components for depreciation purposes. Estimated cost of first time dry-docking is deducted from the cost of the ship and depreciated separately over a period until the next dry-docking. The residual value of these the dry-docking components is zero.

Residual value is estimated based upon the latest available steel-price/stainless steel price and the lightweight of the ships. Stainless steel part of the lightweight of the ships is separately assessed and valued as part of the total residual value. Residual values are updated once a year.

Estimated useful life of the ships is 25-30 years. Estimated cost of dry-docking is depreciated over an estimated period of 5 years for ships not older than 15 years. Capitalized dry-docking for ships older than 15 years are depreciated over 2.5 years.

If actual useful life of the ships differs from estimated useful life an impairment loss could occur.

If residual value is incorrect, the future depreciation would be affected, either as a reduction if residual value is understated or as an increase in deprecation if residual value is overstated.

For vessels where the Group's intended use is shorter than its economic life, the estimated sales price less cost of disposal is used as residual value.

ESTIMATION OF USEFUL LIFE OF VESSELS

The useful life of the Group's owned vessels is the expected economic life of the vessels. Economic life is the period over which it is economic profitable to use the vessel. Wear and tear, technical and commercial obsolescence and environmental requirements are factors affecting the assessment of the useful life.

Over the last years, fuel efficiency initiatives have improved the fuel efficiency and also made our vessels more competitive than the industry at large. Internal assessments show that owned vessels will, over their remaining useful life, be compliant with current IMO requirement of carbon emission reductions.

Investments due to new environmental requirements, if any,  and periodic dry-dockings are conducted to comply with requirements from various stakeholders.

Odfjell Group has applied 25-30 years as estimated useful life of its owned vessels consistently over the years.

If useful life is shortened, the annual depreciation will increase and value in use calculated when testing assets for impairment would be reduced.

DETERMINATION OF THE LEASE TERM FOR RIGHT-OF-USE ASSETS

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension and purchase options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).  Future technological development increases the likelihood of not exercising the options to extend and not to exercise purchase options. Thus, it is assessed that exercising the options is not reasonably certain. The nominal amount of lease payments are not included in the lease liability (estimated operating expense)  is included in Note 12 .

ASSESSMENT OF IMPAIRMENT TRIGGERS CHEMICAL TANKER VESSELS

The chemical tanker fleet is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the fleet may not be recoverable. Management measures the recoverable amount of an asset or Cash Generating Unit (CGU) by comparing its carrying amount to the higher of its fair value less cost of disposal or value in use that the asset or CGU is expected to generate over its remaining useful life.

In determining fair value less cost of disposal we use indicative broker values from independent ship brokers. In assessing value in use, the estimated future cash flows are discounted to their present value using an average weighted cost of capital that reflects current market assessments.

CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. The Group has identified one CGUs within the chemical tanker segment, the deep-sea trade together with the regional South America trade. The Group's right-of-use assets in the vessel category are included in the deep-sea CGU.

As the Odfjell vessels are interchangeable through a logistical system / fleet scheduling and that customer contracts are not linked to a specific vessel,  cash inflows are therefore dependent of this scheduling and  chemical tankers vessels are seen together as a portfolio of vessels. In addition, the pool of officers and crew are used throughout the fleet. Odfjell has a strategy of a total crew composition and how the crew is dedicated to the individual vessels varies. Changing the crew between two vessels can change the net present value per vessel without any effect for the Group. Vessels will only be impaired if the total recoverable amount of the vessels within the CGU is lower than the carrying amount related to the CGU.

If an asset or CGU is considered to be impaired, impairment is recognized in an amount equal to the excess of the carrying amount of the asset or CGU over its recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable since the last impairment loss was recognized. Any reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss be recognized for the asset in prior years.

Factors that indicates impairment which trigger impairment testing may be significant decline in chemical tanker freight rates, significant decline in market values of vessels, significant underperformance compared to projected operating results, change in strategy for the business, significant negative industry or economic trends, significant loss of market share, significant unfavorable regulatory decisions. In addition, the company's market capitalization below the book value of equity would be an indicator of impairment.

At the end of 2025, the Group has carefully considered both internal and external trigger events (an indication of possible impairment). This consideration did not reveal any need for detailed impairment assessment.

IMPAIRMENT ASSESSMENT OF INVESTMENTS IN JOINT VENTURES

According to the equity method, the Group determines whether it is necessary to recognize an impairment loss on its investments in joint ventures. At each reporting date, the Group determines whether there is objective evidence that the investments are impaired. At the end of 2025, the Group has assessed both external and internal sources of information in assessing whether there is any indication that the investments in terminal joint ventures would be impaired. The Group concluded that no such indicators existed and therefore did not conduct any detailed impairment test.

Note 4 Segment information and disaggregation of revenues

The operating segments are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The Company has two reportable operating segments: Chemical Tankers and Tank Terminals.

The Chemical Tankers involve a 'round the world' service, servicing ports in Europe, North and South America, the Middle East and Asia, Australia and Africa. Our fleet composition enables us to offer both global and regional transportation.

The Tank Terminals segment offers storage of various chemical and petroleum products and is operated through joint ventures with our share owned by the subsidiary Odfjell Terminals BV. In addition, this segment plays an important operational role in our cargo-consolidation program so as to reduce the time our vessels spend in ports, reduce thereby emission in port, and enable us to be one of the world-leaders in combined shipping and storage services.

Pricing of services and transactions between operating segments are set on an arm’s length basis in a manner similar to transactions with third parties. Segment revenue, segment expenses and segment results include transactions between operating gross segments. Such transactions are limited to a clearly non-material amount, as further described in Note 14.

The Group provide geographical data for revenue and total assets, as the reliability measurement criteria cannot be met for other items. The Group’s activities are mainly divided among the following regions: Europe, North and South America, the Middle East and Asia, Australia and Africa. Vessels and newbuilding contracts are not allocated to specific geographical areas as they generally trade worldwide.

The Chemical Tankers  segment also includes Corporate functions for the Group. Investments in joint ventures are presented according to the proportionate consolidation method in the segment reporting, and according to the equity method in the consolidated income statement and Statement of financial position.

OPERATING SEGMENT DATA (according to the proportionate consolidation method):

GROSS REVENUE AND ASSETS PER GEOGRAPHICAL AREA (according to the equity method)

Shipping revenue is allocated on the basis of the area in which the cargo is loaded. Total assets are allocated to the area where the respective assets are located while ships and new building contracts are not allocated to a certain area as the ships sail on a worldwide basis.

DISAGGREGATION OF REVENUE (according to the equity method)

The Group's gross revenue (Chemical Tankers segment only) has been disaggregated and presented in the tables below:

Note 5 Financial Risk Management

Financial risk management is carried out by the Group's treasury function. The Group has an active approach to managing financial risk, through systematic monitoring and management of risks related to currencies, interest rates, emission allowances and bunkers. Financial derivatives are used to reduce unwanted fluctuations in net result and cash flows caused by movements in currencies and interest rates to which the Group is exposed to. Similarly, financial derivatives may be used to lock-in a target return on an investment, financing, project or contract. This may also limit the Group's upside potential from favorable movements in the same financial risks.

Derivatives may not be used for speculative arbitrage or investment purposes, and may not be leveraged.

Financial hedging instruments used are presented in Note 6 .

SENSITIVITY ANALYSIS PER DECEMBER 31, 2025:

SENSITIVITY ANALYSIS PER DECEMBER 31, 2024

1.Sum of net result effect after hedges, invoicing coverage and impact on derivatives in the statement of financial position

The table below shows sensitivities to the Group’s net result before taxes from increased bunkers cost, before and after bunkers adjustment clauses (BAC), as well as effect from increased cost of EUAs. The amounts are estimated effects if cost of bunkers and EUAs had been higher throughout the whole year 2025 and 2024.

SENSITIVITY ANALYSIS 2025:

1.Sum of net result effect after hedges and BACs, invoicing coverage and impact on derivatives in the statement of financial position.

SENSITIVITY ANALYSIS 2024:

1.Sum of net result effect after hedges and BACs, invoicing coverage and impact on derivatives in the statement of financial position.

As of 31 December 2025, no financial derivatives for hedging of bunkers were outstanding. For transported cargo volume related to contracts of affreightment, variations in bunkers price is compensated through specific bunker adjustment clauses (BAC) No financial hedging instruments were used for EUAs. Instead, EUAs were purchased in the spot market to cover approximately 90-110% of the estimated emission exposure.

CREDIT RISK

Credit risk includes the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Customer credit risk is managed by assessing the credit quality of all customers. Outstanding customer receivables and contract balances are regularly monitored, and an impairment analysis is performed at each reporting date on outstanding trade receivables and demurrage claims. The Group considers the concentration of risk with respect to trade receivables as low.

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury function in accordance with the Group’s policy for financial risk management, deposits and placements. The Group maintains a low risk profile in its placement of surplus funds, and considers the concentration of risk with respect to financial derivatives and placements as low.

Maximum credit risk exposure is the carrying amount of derivatives and financial assets at amortized cost. See note 6 for details.

LIQUIDITY RISK

The Group' strategy is to ensure sufficient liquidity is available at all times to withstand prolonged adverse conditions in the markets where we operate. Surplus liquidity is placed in deposits or money market funds. The Group also has revolving credit facilities with undrawn commitments of USD 196 million as of December 31, 2025 (USD 83 million in 2024).

Total nominal interest-bearing debt (excluding IFRS 16 leases) as of December 31, 2025 was USD 709 million, while cash and cash equivalents amounted to USD 149 million, both figures excludes joint venture companies not consolidated in the Group's accounts. The equity ratio was 48.8% compared to 42.9% per December 31, 2024.

See note 8 for information about interest-bearing debt maturities.

CURRENCY RISK

Currency risk relates mainly to the net result and cash flow from voyage related expenses, ship operating expenses, general and administrative expenses and financial expenses denominated in non-USD currencies, mainly NOK and EUR. As of December 31, 2025, approximately 75% of the estimated recurring NOK exposure in FY2026 and approximately 29% of estimated recurring NOK exposure in FY2027 are covered by forwards. For further information on currency exposure, see notes 6 and 23.

BUNKERS RISK

Bunkers is the single largest component of voyage related expenses, and the Group makes physical purchases of bunkers worldwide. A substantial part of the Group's exposure is hedged through bunkers adjustment clauses in contracts of affreightments.

INTEREST RATE RISK

The Group uses financial interest rate derivatives, mainly interest rate swaps, to reduce the variability of interest expenses on loans that arises because of changes in the US SOFR. Per 31 December, 2025, interest rate payments corresponding to USD 300 million of loans has been swapped from floating to fixed rate (USD 300 million per December 31, 2024) covering approximately 43 % of interest-bearing debt.

EMISSION ALLOWANCES RISK

Shipping was included in EU Emission Trading Scheme (EU ETS) in 2024. Our vessels call EU ports on a regular basis, and as a commercial operator we are economically liable for ETS and will compensate vessel owners who have the legal responsibility to surrender emission allowances to the EU. In 2025, we were liable for approximately 159 thousand tonnes allowances in EU ETS. The main part of our exposure is hedged through ETS clauses in our contracts of affreightments, while for spot voyages and contracts without an ETS clause, the estimated ETS cost is added to the agreed freight rate in the chartering terms upon fixture. Financial hedging of emission allowances may be considered to reduce price inefficiencies.

Note 6 Financial assets and financial liabilities

Assets and liabilities are classified in the Statement of Financial position sheet as follows:

CLASSIFICATION OF ASSETS AND LIABILITIES AS AT DECEMBER 31, 2025:

1.Items measured at fair value.

2.Includes EUAs of USD 8.3 million held to cover the Group’s compliance obligations.

The Group holds EUAs to cover its compliance obligations under the EU ETS. As at 31 December 2025, allowances of USD 8.3 million are recognized as inventory within other non-financial assets (USD 5.9 million as at December 2024). The corresponding compliance obligation of USD 9.5 million is recognized as a provision (see Note 24).

CLASSIFICATION OF ASSETS AND LIABILITIES AS AT DECEMBER 31, 2024:

1.Items measured at fair value.

2.Includes EUAs of USD 8.3 million held to cover the Group’s compliance obligations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurement. The measurement used by Odfjell is either level 1 or 2, where level 1 is quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity access at the measurement date, and level 2 is input other than quoted prices that are observable for the asset or liability, either directly or indirectly. For derivatives classified as level 2, fair value is calculated by using observable forward curves. For interest rate swaps, fair value is determined by the expected cash flows for the floating rate leg using the forward interest rate curve at the Statement of financial position date, less fixed rate payments. Currencies and commodities are determined based on the current forward rate compared to contractual rates for the same time period. For some non-derivative financial assets and liabilities we consider carrying amount to be the best estimate of fair value due to short maturity date and valid terms, i.e. interest-bearing debt except bond loans, current receivables and payables.

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Derivative financial instruments are recognized in the Statement of financial position at the fair value at the Statement of financial position date. For cash and cash equivalents and current liabilities the carrying amount is considered to be a reasonable estimate of fair value of these instruments due to the short maturity date. Receivables are measured at nominal value reduced by any impairment. Carrying amount is considered to be a reasonable estimate of fair value due to short maturity date and valid terms. Fair value of bonds is calculated based on quoted market prices.

The Group's bond debt constitutes one bond, ODF12, with a carrying amount of USD 99 million (NOK 1000 million). The market value per December 31, 2025, was USD 100.6 million.

CASH FLOW HEDGING

The Group's currency, interest and bunkers exposure is long-term, visible and relatively stable. Derivatives used to hedge these expenses is usually classified as cash flow hedges and accounted for at fair value. Changes in fair value prior to maturity are accounted for under assets or liabilities and other comprehensive income. At maturity, the result of the hedging transactions is accounted for in the account to the underlying exposure e.g. voyage-, operating-, general and administrative-, or financial expenses.

CURRENCY

Future expenses in the major non-USD currencies are estimated based on actual periodic expenses, adjusted for anticipated changes. Expected cash flows are hedged in accordance with the Group's guidelines, primarily by the use of forward exchange contracts for a period of up to two years.

Significant non-recurring exposures relating to e.g. dividends, investments or sales, can be hedged as the obligation is fixed and definite, but would typically not qualify for hedge accounting and thus be classified as non-hedging.

BUNKERS

A substantial part of the Group's bunkers exposure is covered through bunkers adjustment clauses in contracts of affreightments. Bunkers consumption from contracts without bunkers adjustment clauses and spot volumes are considered for financial hedges using forward purchase contracts and options for a period of up to two years. Bunkers adjustment clauses in new contracts for larger volumes or longer contract periods can be hedged in the financial markets on a case-by-case basis.

INTEREST RATES

The Group uses financial interest rate derivatives, mainly interest rate swaps for a period of up to ten years, to reduce the variability of interest expenses that arises because of changes in the US SOFR on mortgaged loans, other financial liabilities and unsecured bonds.

FAIR VALUE HEDGING

From time to time, the Group will issue non-USD denominated debt instruments and swap interest payments and principal back to USD if the combined cost of the debt instrument and swap is deemed lower than issuing the same in USD. These cross-currency derivatives are classified as fair value hedges and measured at market value with a corresponding offsetting change in market value of the underlying debt instrument.

Per December 31, 2025, unsecured NOK bonds ODF12 of total NOK 1000 million has been hedged to USD 97.1million (NOK 850 million was hedged to USD 100 million per December 31, 2024 for ODF11 repaid at maturity in 2025).

NON HEDGING

Changes in market value prior to maturity for derivatives that do not qualify for hedge accounting, and the result of the derivative transaction at maturity, are accounted for under Other financial items in the Group's net result.

THE BELOW OVERVIEW REFLECTS STATUS OF HEDGING AND NON-HEDGING EXPOSURE DECEMBER 31, 2025 (figures in 1 000):

1.Mark to market valuation

2.Related to NOK bonds issued by Odfjell SE

3.SOFR adjusted by way of ISDA fallback or bilateral conversion agreements

THE BELOW OVERVIEW REFLECTS STATUS OF HEDGING AND NON-HEDGING EXPOSURE DECEMBER 31, 2024 (figures in 1 000):

1.Mark to market valuation

2.Related to NOK bonds issued by Odfjell SE

3.SOFR adjusted by way of ISDA fallback or bilateral conversion agreements

Negative value MTM of the cross currency swap related to the outstanding bond loan ODF12 swapped to USD 97.1 million (USD 100 million in 2024 for ODF11 repaid at maturity in 2025) amounts to USD 1.4 million per December 31, 2025 (USD 25.2 million in 2024 related to ODF11). Accumulated currency gain booked related to the same bond loan per December 31, 2025 amounts to USD 1 million (USD 25 million in 2024 related to ODF11). Derivative financial instruments recognized as assets/liabilities on the Statement of financial position:

HEDGING RESERVE RECOGNIZED IN STATEMENT OF OTHER COMPREHENSIVE INCOME

The table below shows fluctuations in the hedging reserve in the statement of other comprehensive income from cash flow hedges (see Statement of other comprehensive income) divided between the different types of hedging contracts:

Note 7 Capital management

The main objective of the Group’s capital management policy is to maintain healthy capital ratios and ensure sufficient liquidity to support the general business and take advantage of investment opportunities. Further, we aim to ensure the Group has a robust capital structure that can withstand prolonged adverse conditions in the chemical- and financial markets. To achieve this, we have an active approach capital management and will make adjustments to our capital structure depending on the current economic conditions. This may include extraordinary debt repayments or additional debt issuance, adjustments to our dividend policy, and share transactions including share buybacks, redemption of treasury shares and issuance of new shares.

Our primary capital key performance indicators are book equity ratio and available liquidity. Available liquidity includes cash and cash equivalents and available undrawn commitments under bank loan facilities. The Group’s policy is to maintain an equity ratio between 30% and 40% and available liquidity of minimum USD 100 million throughout market cycles.

1.The current ratio is calculated as the short-term portion of assets divided by the short-term portion of liabilities.

For liquidity risk see note 5.

Note 8 Total debt

Total debt includes interest-bearing debt and Debt related to right-of-use of assets. Interest-bearing debt includes mortgage loans from financial institutions, other financial liabilities that originated from sale-leaseback with repurchase options which led to this being pure finance transactions with no derecognizing of the sold vessels and unsecured bonds denominated in the issuing currency. Interest rates are generally floating rate while Debts related to Rights of use of assets are fixed rate.

1.Interest rate is the weighted average of interest rates (margin plus benchmark), excluding hedges, per end of 2025

2.Other financial liabilities that originated from sale-leaseback with repurchase options which led to this being pure finance transactions with no derecognizing of the sold vessels.

3.Amortized and included in interest expenses over the term of the respective loan facilities

Mortgaged loans from finance institutions include debt from nine different facilities backed by ten different lenders and covers 34 vessels with an average age of 13.4 years. Seven of the facilities are sustainability-linked whereby the margin is linked to the Annual Efficiency Ratio (a measure of carbon intensity related to emission) performance of the Group, while one facility includes a Transition Finance element supporting our decarbonization investments. Both instruments are measured annually, reflecting the Group's commitments to meet our 2030 and 2050 sustainability ambitions. Other financial liabilities are made up from seven bilateral facilities  financing seven vessels with an average age of 19.1 years. Unsecured bonds include one senior unsecured Norwegian bond issue, denominated in NOK and swapped to USD.

In 2025, the Group established a new bank debt facility, refinancing six vessels in our operating fleet. Four of these vessels were previously leased (right-of-use assets) and two had been financed through sale-leaseback structures with repurchase options. In June, USD 100 million was used towards extraordinary repayments of drawn amounts under existing revolving credit facilities, funded by the proceeds from the new USD 97m bond loan (swapped from NOK) issued in June. In November, an additional USD 30 million extraordinary repayment was made under an existing revolving credit facility.

New interest-bearing debt totaled USD 355 million during the year, while balloon installments amounted to USD 182 million. Extraordinary repayments under existing revolving credit facilities totaled USD 130 million. Scheduled loan and lease installments were USD 80 million. Overall, total nominal debt was reduced by USD 36 million in 2025.

Lease liabilities related to IFRS16 right-of-use assets is mainly related to 17 time charter- and bareboat agreements with tenors longer than 12 months from delivery. Total debt related to right-of-use of vessels per December 31, 2025 was USD 226 million. Lease obligations from long-term office rental agreements totaled USD 13 million. During 2025, debts related to right-of-use assets decreased with total USD 158 million. Capital repayments totaled USD 176 million, while new and extended agreements totaled USD 19 million.

Transaction expenses from financing transactions are charged to net result over the life of the underlying debt facility using the effective interest rate method, or in full at repayment if repaid ahead of maturity. During 2025, transaction expenses charged to the net result totaled USD 4.6 million (USD 2.7 million in 2024).

SUMMARY OF CHANGES IN TOTAL DEBT DURING 2025:

1.Other includes movements between non-current and current liabilities due to the passage of time, approval of dividends.

SUMMARY OF CHANGES IN TOTAL DEBT DURING 2024:

1.Other includes movements between non-current and current liabilities due to the passage of time.

Financial covenants are aligned across all debt agreements, and debt agreements do not contain restrictions on the Group's dividend policy. The Group shall at all times maintain free liquid assets of the minimum the higher of USD 50 million and 6% of interest-bearing debt (excluding debts related to rights of use of assets). The Group's leverage shall not at any time exceed 75% (excluding right-of-use assets and debts related to rights of use assets).

The Group was in compliance with its financial covenants throughout 2025 and 2024.

MATURITY OF TOTAL DEBT AS AT DECEMBER 31, 2025:

1.Values excluding hedging effects from interest and currency swaps which is recognized as derivative financial instruments in the statement of financial position

2.See note 12 for estimated interest payable on right-of-use asset liabilities included in this line

MATURITY OF TOTAL DEBT AS AT DECEMBER  31, 2024:

1.Values excluding hedging effects from interest and currency swaps which is recognized as derivative financial instruments in the statement of financial position

2.See note 12 for estimated interest payable on right-of-use asset liabilities

The average maturity of the Group’s total interest-bearing debt is 3.2 years (2.9 years in 2024). Average maturity on mortgaged loans from financial institutions is 2.8 years (2.3 years in 2024), other financial liabilities mature on average in 5.4 years (6.6 years in 2024) and unsecured bonds mature on average in 4.4 years (0.1 years in 2024). Debts related to right of use of assets have an average maturity of  3.9 years.

Security for mortgaged loans from financial institutions is made through first priority vessel mortgages, Group guarantees, and assignments of earnings and insurances for the relevant vessels. Other financial liabilities are secured by Group guarantees and assignment of earnings and insurances for the relevant vessels. Bonds and debts related to rights of use of assets are guaranteed by the Group, but otherwise unsecured.

THE TABLE BELOW PROVIDES AN OVERVIEW OF THE CARRYING AMOUNT OF VESSEL FINANCING AND RELATED ASSETS:

Other financial liabilities, vary from 5 to 14 years from inception. In addition to the payment of interest rates and installments, the Group has obligations relating to the insurance and maintenance of the relevant vessels, similar to owning the vessels. Based on the terms of the agreement, they are considered financial arrangements in accordance with IFRS 9. These financial arrangements have embedded purchase options to the Group.

THE TABLE BELOW SUMMARIZES TOTAL DEBT BY CURRENCY:

1.Unsecured bond ODF 12, nominal amounts. Swapped to USD 97.1 million (USD 100 million in 2024 for ODF11 repaid at maturity in 2025)

INTEREST EXPENSES ON TOTAL DEBT:

Note 9 Taxes

SPECIFICATION OF DEFERRED TAXES (deferred tax assets):

1.Tax losses carried forward may be carried forward indefinitely. For entities subject to corporate tax, tax losses can be offset against taxable profit in wholly owned group entities subject for corporate tax.

2.Non-deductible interest relates to interest expenses limited under the Norwegian interest limitation rules. Such disallowed interest may be carried forward and deducted in future years within the available interest deduction capacity, but expires if not utilized within ten years.

Any distribution of dividend to Odfjell SE’s shareholders does not affect the Company’s payable or deferred tax.

Note 10 Pension liabilities

The Group operates different types of pension schemes for the employees.

DEFINED BENEFIT PLAN EXPENSES

DEFINED CONTRIBUTION PLAN EXPENSES

In the Norwegian companies all employees are included in a defined contribution plan. The Odfjell Group pays a fixed percentage of the salary as contribution to the plan limited to 12 times the base amount (G). In addition, Executive Management are entitled to additional annual contribution limited to 18G. Several of the Group foreign subsidiaries have defined contribution plans in accordance with local legislation.

PENSION LIABILITIES

Some of the Group’s Norwegian subsidiaries are bound to have mandatory occupational pension scheme pursuant to the Norwegian law of Occupational pension scheme. The Group's pension scheme meets the requirements of this Act.

In 2025, the additional pension contribution payment (18G) to Executive Management was secured by payment to an insurance company instead of holding a secured bank account. Bank deposit was transferred to the insurance company and the pension liability removed from the Statement of financial position. The contribution / benefit was not changed.

Other - Norway' in the table above relates to one former employee. For pension expenses for the Executive Management, see note 20.

Note 11 Property, plant and equipment

DEPRECIATION PERIODS

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows (in years):

DEPRECIATION

Starting from fiscal year 2021, the Group has elected to present depreciation expense from property, plant and equipment and right-of-use assets as a single line item in the income statement. The amount of depreciation expense from each item is as follows.

PLEDGED ASSETS

Note 12 Leases

1.During 2025, additions real estate completed the renewal of the lease agreement for its headquarters office building in Bergen.

2.Is related to contracts with purchase options. At the end of 2024, the Group declared / gave notice of exercise of the purchase options which was recognized as additions to right of use assets in 2024. During 2025, three of four of these vessels were purchased, the fourth to be purchased in 2026.

1.Additions include declared purchase options for four vessels.

Variable lease payments made in 2025 are related to pool distributions to external participants in the pools. The total amount distributed in 2025 equals USD 27.4 million, including non-lease component (USD 29.8 million in 2024).

The non-lease component refers to time-charter contracts including a service element. Refer to note 2.6 for a description of the Group's accounting policies related to said contracts.

Nominal payments of time-charter hire for right of use assets not yet commenced 2025:

Odfjell Group has signed long-term time charter agreements for a total of twenty newbuildings to be delivered to the Group between 2026 and 2029. Two new contracts for newbuildings were concluded during the fourth quarter 2025. The table above includes the minimum / fixed payments for twenty long-term time charter vessels. Five of these contracts include additional variable elements depending on earnings from these five vessels, which is not included in the amounts in the table above.

Right of use assets (bareboat element) and the corresponding liability will be included in the Statement of financial position once the vessels are delivered to the Odfjell Group.

Nominal payments of time-charter hire for right of use assets not yet commenced 2024:

Odfjell Group has signed long-term time charter agreements for a total of sixteen newbuildings to be delivered to the Group between 2025 and 2029. The table above includes the minimum / fixed payments for sixteen time charter vessels. Two of these contracts include additional variable elements depending on earnings from these five vessels, which is not included in the amounts in the table above.

Right of use assets (bareboat element) and the corresponding liability will be included in the balance sheet once the vessels are delivered to the Odfjell Group.

The table below shows how the nominal time charter hire will impact the balance sheet for Odfjell Group in the coming years.  From the total nominal amount of USD 1,246.7 million, estimated operating expense is deducted to arrive at an estimated nominal bareboat element. We have used Odfjell Group's incremental borrowing rate at the end of 2025  to estimate the net present value of the bareboat element. The total net present value is estimated to USD 624.6 million, of which USD 236.5 million will be capitalized in 2026 upon commencement of the lease agreements.

The incremental borrowing rate at commencement of each lease contract will be used when capitalizing the right of use assets. This rate can differ from the estimated incremental borrowing rate estimated at the end of 2025.

Future right-of-use assets for long-term time charter hires not yet commenced per December 2025:

Future right-of-use assets for long-term time charter hires not yet commenced per December 2024:

MATURITY OF DEBT RELATED TO RIGHT-OF-USE ASSETS PER DECEMBER 31, 2025:

MATURITY OF DEBT RELATED TO RIGHT-OF-USE ASSETS PER DECEMBER 31, 2024:

Refer to note 8 for an analysis of the maturity of total debt.

Note 13 Earnings per share

The basic earnings per share are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent by weighted average number of ordinary shares outstanding during the year.  Basic and diluted earnings per share are the same, as the Company has no convertible bond loan or stock option plan.

1.The weighted average number of shares are adjusted for the time weighted average effect of changes in treasury shares during the year. See note 25.

Note 14 Transactions with related parties

The Group has carried out various transactions with related parties. All transactions have been carried out as part of the ordinary operations, based on the arm-length principle. Transactions with related parties are settled on a regular basis and the balances per December 31, 2025 were immaterial.

The Odfjell Group shares offices in Brazil with a local terminal company related to Chair of the Board, Laurence Ward Odfjell. The Chair's family also has ownership interest in a company, which acts as Brazilian port agent for Odfjell. In addition to reimbursement of actual expenses and expenditures incurred, Odfjell Tankers AS and Flumar Transportes de Quimicos e Gases Ltda paid these companies USD 0.9 million in agency fees in 2025 (USD 1.3 million in 2024), while Flumar Transportes de Quimicos e Gases Ltda and Odfjell Brazil – Representacoes Ltds paid USD 0.2 million for administrative services in 2025 (USD 0.1 million in 2024).

In addition, the Group has income from terminal JV's in Houston, USA, USD 1.0 mill in 2025 (USD 0.9 mill in 2024).

Odfjell Management AS rent offices in Norway from a company related to Chair of the Board, Laurence Ward Odfjell. The annual lease for 2025 was USD 1.7 million (USD 1.6 million in 2024).

Note 15 Commitments, guarantees and contingencies

CAPITAL COMMITMENT

As of December 31, 2025, Odfjell Group has total capital commitments of USD 117.8 million. This includes commitments related to two newbuilding contracts:

–One 25,900 dwt chemical tanker scheduled for delivery in mid 2027, with the first installment to the shipyard paid in April 2024.

–One 25,000 dwt chemical tanker scheduled for delivery in mid 2026.

These commitments collectively represent the Group’s total capital obligations as of year end.

Guarantees

See also note 27 for guarantees within the joint venture structure.

CONTINGENCIES

The Group maintains insurance coverage for its activities consistent with industry practice. The Group is involved in claims typical to the Chemical Tanker and Tank Terminal industry, but no claims have resulted in material losses to the Group.

Note 16 Cash and cash equivalents

A substantial part of the Group's cash and cash equivalents are held by overseas offices, management companies and pools as part of normal working capital. The main Norwegian entities are included in a cash pool that allows for automatic borrowing between entities and currencies. In order to earn a higher rate of interest on excess liquidity, we seek to minimize the top balance in the cash pool through placements in other financial instruments.

Excess liquidity is defined as cash in excess of normal working capital, and include funds earmarked upcoming bank payments, CAPEX and dividends. The Group considers the end-use of our cash and cash equivalent balance and match the risk, tenor and liquidity of placements accordingly. As an example, funds earmarked for working capital is usually placed in regular bank and cash pool accounts with up to a week's tenor, while funds earmarked for debt repayments, yard installments, and dividends, are usually split on various time deposits and in money market instruments. 

Restricted cash consists of USD 1.7 million (USD 1.3 million in 2024) in funds for withholding taxes relating to employees in Odfjell Management AS and Odfjell Maritime Services AS.

Note 17 Voyage expenses

Voyage expenses are expenses directly related to the ship voyage.

Note 18 Operating expenses

Operating expenses consist of expenses for operating ships (for example wages and remunerations for crew and operational personnel, and materials and equipment for ships).

Note 19 General and administrative expenses

General and administrative expenses consist of expenses for headquarter activities and activities internationally for brokerage and agency.

INCLUDING IN THE ABOVE IS AUDITOR’S REMUNERATION FOR (exclusive of VAT):

Note 20 Salary expenses, number of employees and benefits to Board of Directors and management

Salary expenses are included in ship operating expenses and general and administrative expenses according to the activity.

AVERAGE MAN-YEARS OF EMPLOYEES INCLUDING CREW:

AT THE END OF 2025 THE BOARD OF DIRECTORS CONSISTS OF SIX MEMBERS. COMPENSATION AND BENEFITS TO THE BOARD OF DIRECTORS:

For more specification – see Odfjell SE note 11.

COMPENSATION AND BENEFITS TO THE MANAGEMENT GROUP, PAID AND EARNED IN 2025:

1.The bonus relates to earned amount in 2025 for both short and long term incentive scheme.

COMPENSATION AND BENEFITS TO THE MANAGEMENT GROUP, PAID AND EARNED IN 2024:

1.The bonus relates to earned amount in 2024 for both short and long term incentive scheme.

In 2025, the bonus related to the long-term incentive program, net of withholding tax, have been used to acquire Restricted Shares in accordance with the long-term incentive program. The shares received under this long-term incentive program are restricted for a period of three years.

Only the CEO of the Executive Management has a defined agreement with regard to severance pay. In case the Company terminates the employment, the CEO is, in addition to payment of salary and other remuneration during the notice period, also entitled to 6 months’ base salary.

Refer to our Report on Salary and other Remuneration to Leading Personnel in Odfjell SE for the financial year 2025. The Report will be published on the Company's website once approved by the General Meeting. 

Note 21 Other financial items

See note 6 for overview of hedging exposure, and note 22 for specification of currency gains (losses).

Note 22 Currency gains and losses

See note 6 for overview of currency hedging exposure.

Note 23 Current receivables

Trade receivables are for a major part related to revenue from contract with customers with payment terms shortly after bill of lading to upon delivery. Allowance for expected credit losses relates to trade receivables; see Note 5 for information on credit risk management.

Contract assets are recognized revenue for freight services partly satisfied from voyages that have commenced but are not completed and invoices that have not been issued per December 31. Contract assets are reclassified to receivables from contracts with customers once the freight service is being invoiced to the customer, at the latest when the voyage is completed (at the latest a few months after it commences). Contract assets include variable consideration only when it is highly probable there will be no significant reversal at a later date when the uncertainty related to the variable payment is resolved.

As the voyages and related contracts have a duration of less than a year, the Group does not disclose separately the transaction price related to partially unfulfilled contracts at the reporting date, refer to IFRS 15.121.

At the end of 2025, the group recognized gross revenues of USD 70 million related to voyages in progress. The remaining freight services (performance obligations) for voyages in progress at year-end 2025, which will be recognized as freight income in 2026, is estimated to USD 69 million.

AS AT DECEMBER 31, THE AGING ANALYSIS OF TRADE RECEIVABLES, CONTRACT ASSETS AND OTHER CURRENT RECEIVABLES ARE AS FOLLOWS:

1.Not including prepaid cost and allowance for expected credit losses

2.A significant portion of receivables classified as past due relates to demurrage claims. The Group has historically experienced very limited credit losses on such receivables.

THE TABLE BELOW SUMMARIZES TOTAL CURRENT RECEIVABLES INTO DIFFERENT CURRENCIES:

Note 24 Other current liabilities

THE TABLE BELOW SUMMARIZES THE MATURITY PROFILE OF THE GROUP’S OTHER CURRENT LIABILITIES:

THE TABLE BELOW SUMMARIZES OTHER CURRENT LIABILITIES INTO DIFFERENT CURRENCIES:

Note 25 Share capital and premium

Per December 31, 2025 Odfjell SE holds 92 032 A - shares and 491 771 B - shares.

The shares are all authorized, issued and fully paid. Nominal value is NOK 2.50, equivalent to USD 0.25 per December 31, 2025. All the shares have the same rights in the Company, except for B-shares which have no voting rights.

SHARES OWNED/CONTROLLED BY MEMBERS OF THE BOARD OF DIRECTORS, CEO AND OTHER MEMBERS OF THE EXECUTIVE MANAGEMENT (INCLUDING RELATED PARTIES) ARE: