A long-term business model

We have ownership in four strategically located tank terminals in the USA, Belgium, and Korea, offering 459 tanks with a total capacity of 1.3 million cubic meters. At sea, our fleet of 71 advanced chemical tankers transports approximately 13 million tons of cargo annually, making over 2,100 port calls and covering a distance equivalent to 185 trips around the equator.

Our business model is designed to leverage strong market conditions while preparing for potential downturns, ensuring we meet our commitments to customers both today and in the future. 

As a fully integrated shipping company, we: 

• Own a significant share of our vessels. 

• Recruit, train, and develop our employees both at sea and onshore. 

• Maintain our ships in top technical condition for extended service lives. 

• Operate our fleet commercially from offices worldwide. 

This integrated approach to commercial trading and technical ship management allows us to make well-informed decisions, avoiding inefficiencies and short-term compromises. 

Our large, versatile fleet of high-quality stainless steel tankers can carry virtually any liquid cargo, from edible oils to hazardous chemicals.  

We have strategically committed to the deep-sea segment of the chemical tanker market, ensuring that our specialized global team, our fleet, and our integrated platform are tailored for continuously evolving industry demands and conditions.   

Commercial priorities

Our contract portfolio remains our most valuable asset, with Contract of Affreightment (COA) cargoes making up 56% of our total transported volume in 2024—well within our target range of 50–60%. 

We have restored our COA portfolio to a sustainable level compared to the start of the decade, achieving steady increases in average rates throughout 2024. Beyond freight rates, we also negotiated improved contract terms, enhancing our long-term commercial stability. 

By balancing COA cargoes for a stable foundation with spot volumes to maximize returns, we optimize our voyage profitability.

In a year of market highs and lows, our business model proved its strength, delivering record results. 

Fleet and orderbook 

Odfjell remains an industry leader in chemical tanker sustainability, quality, and capacity. While our oldest super-segregators continue to operate at the highest standards, we are actively renewing and expanding our fleet to maintain our competitive edge. 

In 2024, we took delivery of four medium stainless steel newbuildings on long-term time charter and acquired ownership of a previously leased super-segregator. We also sold a 1995-built tanker operated by our wholly owned Brazilian subsidiary, Flumar. 

Looking ahead, we have exercised purchase options for four super-segregators currently under operational lease, with ownership transfers scheduled for 2025 and 2026.

Additionally, we finalized contracts for ten newbuildings in 2024, bringing our total orderbook to 18 vessels. Two of these will be Odfjell-owned, while the remainder will be on long-term time charter agreements. 

Our incoming vessels vary in size, with most being stainless steel ships from Japanese yards under long-term time charter agreements, the majority of which include purchase options.

Our fleet expansion strategy prioritizes flexibility in a phase of significant market uncertainties. While we anticipate strong market conditions for chemical tankers, the volatility of the 2020s has so far shown that nothing can be taken for granted.  

Decarbonization will also reshape shipping through stricter fuel and emission regulations, shifting supply and demand for chemicals, and uncertainty regarding zero- and low-carbon fuel availability in coming years. 

By maintaining a balanced mix of contract and spot cargo exposure, along with a diversified fleet of owned and chartered vessels, we are well-positioned to capitalize on market peaks while mitigating long-term risk. Odfjell Tankers is preparing for the future of chemical tanker shipping. 

People - the core of our success

People are our single most important asset to keep delivering a consistently stellar performance. To attract and retain top talent, we continue to invest in initiatives that enhance the working environment on board and ashore.  

Maintaining a good working environment on board is integral, especially as our seafarers embody our safety-first culture.

Experienced crew members often transition into key operational and managerial roles if they choose to continue their careers onshore. 

A good working environment is also key to attracting more women to our vessels and shore organization. Diversity is a priority for Odfjell. While shipping has traditionally been male-dominated, we recognize that diverse teams drive better outcomes. We actively recruit cadets who reflect this belief and strive to create an inclusive workplace. Our goal is clear: build a winning team for today and the future. 

Continuously improving

Equipping our people with the best tools is essential to achieving our objectives. In 2024, we made significant advancements in fleet connectivity, enhancing both crew well-being and operational efficiency through improved data analysis and monitoring from shore. 

We continuously refine our processes and digital tools to stay ahead. Our in-house applications support safe navigation, logistics and warehouse cost optimization, and vetting result tracking.

Over time, these innovations will further strengthen our safety and efficiency performance. 

Decarbonization and future readiness 

In 2024, Odfjell's owned fleet surpassed a 53% reduction in carbon intensity from the benchmark in 2008 due to the active use of energy-efficient technology.

Decarbonizing chemical tankers is a complex and technologically demanding challenge. Odfjell has built one of the industry's most energy-efficient fleets, but we have now nearly exhausted the potential of conventional energy-saving devices (ESDs). 

Exploring novel technologies was the logical next step—though a far more demanding one. Research and pilot projects on air lubrication and fuel cells provided valuable insights but did not deliver the expected results, leading to their discontinuation.

Next on the horizon are sails. While the concept is straightforward, retrofitting them onto chemical tankers presents significant engineering challenges. Beyond installation, crews will require specialized training, navigation strategies must adapt to new wind parameters, and commercial trading dynamics will influence how effectively we are able to capture the wind. 

Looking ahead, Odfjell has developed the "Bow Futurum" design concept, spearheaded by our technology department and involving expertise across technical, commercial, and financial disciplines. This project consolidates everything we know about owning and operating chemical tankers, incorporating our experience with ESDs and emerging technologies into a forward-looking ship design. 

When the time is right, we will be ready to invest in the chemical tanker of the future. Until then, Odfjell's Ship Management organization remains focused on continuously improving safety, quality, and cost efficiency. 

Continuously raising the bar on safety  

Safety remains our top priority, and 2024 was another year of progress. We reduced spills across our managed terminals by 6% year-over-year and reported zero personnel injuries at Odfjell Terminals Korea (OTK) and Odfjell Terminals Charleston (OTC). At Noord Natie Odfjell Antwerp Terminal (NNOAT), personnel injuries reached their lowest level to date, even as activity levels and throughput hit all-time highs.  

We continue to focus on improving safety for our people and our assets.

Building on initiatives like life-saving rules and our behavior-based safety program, we will launch a more comprehensive spill prevention program in 2025. On the asset side, we are applying key learnings across our portfolio, strengthening our asset integrity programs to drive continuous improvement. 

Proof of concept 

Since the 2018/2019 restructuring, Odfjell has worked diligently to restore profitability and rebuild a robust terminal portfolio centered around ‘local leaders’ in strategic locations. Odfjell Terminals operates as an active, industrial owner with a disciplined focus on safety and value creation.

By leveraging Odfjell’s know-how, brand, and customer reach, we support our empowered, high-quality local management teams in driving commercial performance, operational improvements, and pursuing accretive expansions.  

In close collaboration with our local teams, we have made significant progress across several dimensions. Since 2019, spills have been reduced by 55%, and process safety incidents (Tier 1 and 2) by 75% across our managed terminals. At the same time, we have expanded capacity by 13%, investing USD 158 million in six new tank pits totaling 148,800 cbm and bringing total capacity to 1.3 million cbm. Investments in automation and digitalization have further improved efficiency, allowing us to do more with less. 

These efforts have driven a strong financial performance. Since 2018, EBITDA has grown at a compounded annual growth rate (CAGR) of 11%, an accumulated 83% increase. In 2024, all our terminals recorded an EBITDA margin of 50% or higher.

We have a proven model in place, and we are now focused on scaling and expanding further. 

Sustained demand for storage 

Despite a challenging global landscape, our terminal portfolio sustained an average commercial occupancy rate of 96%, consistent with previous years. Our terminals in Antwerp and Ulsan benefitted from strong storage demand, while our US terminals faced temporary headwinds.  

Although overall activity remained below peak 2021 levels, all terminals experienced increased activity levels in 2024 compared to 2023, with annual inbound throughput across the portfolio increasing 12% year-over-year.

Notably, our Antwerp terminal achieved its highest inbound throughput on record. In terms of total handlings, both our Houston and Antwerp terminals set new records in 2024, contributing to an 11% year-over-year increase across the portfolio.

Financial results—stronger year by year  

2024 was a landmark year for financial performance, with all our terminals achieving their strongest-ever results. At OTUS and NNOAT, we have seen continuous, strong EBITDA growth over the last five-six years on the back of a successful commercial strategy, operational efficiencies, and build-out of new capacity. At OTK, a targeted performance improvement program has contributed to a true step-change in 2024, leading to a 30% increase in EBITDA year-on-year and a 61% increase in net income.

We expect to build on this momentum and continue delivering profitable growth in the years to come.

Increasing capacity to meet growing demand 

Odfjell remains committed to growing its terminals platform, and 2024 saw continued progress towards this goal.  

In the first quarter, the Bay 13 expansion project at OTH was successfully commissioned, adding 32,433 cbm (+9%) of fully automated storage across nine tanks. At NNOAT, construction began on two new tank pits—Tankpit R (27,500 cbm, ten tanks) and Tankpit Q (12,000 cbm, two tanks), marking the sixth and seventh expansions at the terminal since 2018. Once completed in 2025, these projects will increase NNOAT’s capacity by 9% to over 500,000 cbm.

In November 2024, the board of OTK approved the E5 expansion, which will boost capacity by 28% to over 400,000 cbm with ten carbon steel tanks.

A key driver behind E5 is the S-OIL Shaheen project, a USD 7 billion crude-to-chemical facility under construction near OTK. A ten-year strategic storage contract with S-OIL, comprising three storage tanks totaling 23,990 cbm, provides a fantastic foundation for the success of E5.

Since 2018, ongoing and completed expansions have collectively added 276,000 cbm (+25%) to our total capacity, now at 1.4 million cbm.

Notably, all these projects have been funded locally, delivering highly accretive returns with strong investment performance. With a high degree of automation and by leveraging existing infrastructure, these projects represent some of the most accretive investments available to us. 

Outlook for 2025 

As we enter 2025, global uncertainties persist, with geopolitical tensions and macroeconomic shifts continuing to shape market dynamics. While external challenges remain beyond our control, we stay focused on strengthening our platform and capturing opportunities.

Supply chain disruptions and evolving trade patterns will influence our industry, but our well-positioned terminals, supported by a resilient business model and a diversified product mix, have consistently demonstrated their ability to adapt.

With a solid foundation in place, we are well-equipped to drive further sustainable and profitable growth in the year ahead. 

2024 sustainability highlights in brief:

• We initiated a pioneering retrofit project to equip a tanker with suction sails. This has significant emission-reduction capabilities

• We raised the bar again, setting a new climate target for further reductions in carbon intensity, reinforcing our long-term commitment to achieving net-zero emissions

• To support this transition, we launched the Transition Finance Framework, a first in the Nordics, facilitating strategic investments in sustainability-driven initiatives

• We developed a comprehensive transition plan aligned with the EU’s Sustainability Reporting Standard (ESRS)

• We ensured full compliance with the EU Emission Trading System (ETS) and prepared for the FuelEU Maritime regulations, demonstrating our readiness for the evolving regulatory landscape

• All our owned vessels achieved a Carbon Intensity Indicator (CII) rating of C or better, reaffirming our strong standing in meeting the IMO’s Greenhouse Gas (GHG) requirements.

• Sustainability extends beyond climate action; it is about resilience and long-term value creation. To strengthen our strategic approach, we further developed our double materiality assessment and risk management processes, ensuring that sustainability is deeply integrated into our corporate strategy

• Our commitment to sustainability was recognized with several national and international accolades

As we move forward, we remain dedicated to driving sustainable growth, fostering innovation, and collaborating across our industry to accelerate the global transition to a low-carbon future.

More details on Odfjell’s Environmental, Social, and Governance (ESG) efforts can be found in the Annual Report Sustainability Statement, which includes General Disclosures and the Taxonomy Report in line with ESRS—all subject to limited assurance.

Whether at sea or on land, safety is embedded in every aspect of our business activities. Every employee has the right and responsibility to report unsound conditions and stop unsafe work. We are dedicated to cultivating an exemplary safety culture.

2024 safety results and priorities in brief:

• We experienced seven Lost Time Injuries (LTIs). Fortunately, all affected employees recovered, but one injury is one too many. We have implemented new targeted actions to learn from these incidents and strengthen risk mitigation measures. Overall, we recorded no serious safety or security incidents on our ships or terminals, reflecting the strength of our proactive risk management strategies.

• Given the escalating security risks in the Red Sea and piracy threats in the Gulf of Aden, we established a dedicated task force to monitor and respond to these. All our vessels were rerouted around Africa to ensure the safety of crews and cargo.

We take a holistic approach to ensuring cybersecurity remains a critical focus area and to mitigate the growing cybercrime threat to the maritime industry. This includes robust protection and monitoring systems and frequent employee training.

We promote a non-discriminating and inclusive workplace where everyone is valued for their qualifications and contributions.

In our drive to prepare our workforce for the future, we strive to retain and develop our current employees while bringing in new recruits from a diverse talent pool. It is a priority to ensure equal opportunity and equitable compensation and benefit structures for employees at all stages of their work life.

Our Executive Management and Board are committed to increasing diversity within our organization. In 2020, we set a target for our shore-based shipping operations to achieve a minimum of 30% gender balance at all levels by 2030. To reach this goal, we adopt a systematic approach across various areas including recruitment, development, promotion, and compensation equity.

Competence and development

The context in which we operate is ever-changing. To deliver strong results across the board, we need to evolve, individually and as an organization. This takes people with know-how, curiosity, and resilience.

We will continue to build readiness across the organization with reskilling and upskilling initiatives. 

2024 competence and development activites in brief:

• Over the past years, we have rolled out a holistic development program for our onshore employees and managers. Designed to further strengthen our culture and work environment, it provides professional and personal development opportunities. The program continues with additional workshops for leaders and employees in 2025

• Odfjell has established a cross-functional AI task force to learn, experiment and prepare for the opportunities that AI and other digital technology provide. Ship Management’s alignment and knowledge-sharing concept, ‘Fleet week’, continued with three conferences attended by the shore organization, Captains, and Chief Engineers

• We continued our training programs for all crew and officers, including the Odfjell Leadership Training for Management Level Officers, Bridge Resource Management (BRM), and Engine Resource Management (ERM)

• We actively support industry initiatives designed to attract and retain the best people for the maritime segment

Recruitment and workforce planning

We have successfully recruited many new people, now colleagues, over the past few years. Our recruitment efforts have targeted both seasoned professionals and recent graduates.

For recruitment in Norway, we continue to collaborate with students from some of the most renowned universities and colleges. These students join us at our headquarters for practical training periods, student consultancy work, and internships.

In recent years we have had a higher number of trainees and interns, both in commercial and technical areas.

Feedback from employee surveys, lessons from process improvement projects and a goal to best prepare the organization for the future were the impetus for a global reorganization of our commercial operation in 2024. The restructuring opens the way for clearer career paths.

Career development is also important at sea. We continue our long-term strategy to hire cadets on board and are pleased to see them progress into competent officers over the years. We look for expert knowledge and excellent skills but also values and attitude. We work with these elements in our onboarding, training and culture programs.

Looking Ahead

As we continue our journey toward a more sustainable and secure future, Odfjell remains committed to innovation, operational excellence, and responsible business practices. We will keep investing in our people, energy efficiency, safety improvements, and digital resilience to maintain our lead in sustainable shipping. 

Our vision is clear: to be a frontrunner in the industry's transformation, delivering value for our stakeholders while contributing to a safer and greener maritime sector.

To achieve this, Odfjell has an active approach to financial risk management with a focus on attracting funding from diversified sources, maintaining high liquidity and credit reserves, and systematic monitoring and management of financial risks related to currencies, interest rates, bunkers and emission allowances.

Relevant financial derivatives are used to reduce the company’s financial risks. We do not use derivatives for speculative arbitrage or investments, and closely monitor the risk related to market valuation of our hedging instruments and the effect this may have on the equity ratio.

Earnings

Earnings and demand for our chemical tankers are influenced by external market factors such as global economic growth, regional feedstock and production capabilities, and customer trading patterns.

Time charter earnings are further influenced by the general freight market sentiment, including the highly correlated product market, cargo type and volume, contract and spot rates, bunkers prices, and operational efficiency.

The average historical fluctuation in time charter earnings per day for our chemical tanker fleet has been approximately 15% per annum over the last five years, an increase of around one percentage point from last year. Sensitivity analysis shows that a prolonged change in time charter earnings of 10% will impact our pre-tax net income by approximately USD 79 million.

The largest single cost component affecting time charter earnings is bunkers, and Odfjell makes physical purchases of bunkers worldwide.

In 2024, this amounted to USD 243 million, equivalent to 57% of voyage costs.

A substantial part of our consumption is hedged through bunkers adjustment clauses in contracts of affreightments with our customers. Uncovered consumption from spot volumes, or contracts without bunkers adjustment clauses, are considered for financial hedging. However, we did not have any financial bunkers hedges in place during 2024. A USD 50 increase in the average bunkers price per metric ton would reduce our pre-tax net income by approximately USD 7 million.

In 2024, shipping was included in the EU Emissions Trading System (EU ETS). It will be phased in over a three-year period, covering 40% of emissions in 2024, 70% in 2025, with full implementation from 2026 onwards.

Our vessels call on EU ports on a regular basis and as a commercial operator, we are financially liable for ETS and will compensate vessel owners who have the legal responsibility to surrender emission allowances to the EU. In 2024 we were liable for approximately 78,000 allowances, at a total cost of EUR 5 million, equivalent to EUR 66 per allowance.

Most 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.

Based on expected exposure for 2025, a EUR 25 increase in the average price for an EU emission allowance unit would increase our gross voyage expense by EUR 3 million. The effect on pre-tax net income is likely limited as the cost is, to a significant extent, passed through to charterers.

Our tank terminal activities have historically shown more stable earnings than our shipping activities. The main drivers for earnings are occupancy rate, the volume of cargoes handled through and by our terminals, and operational efficiency. A substantial part of tank terminal costs is fixed.

Interest rates

All interest-bearing debt, except bonds in the Norwegian bond market and debt borne by tank terminals outside the USA, is denominated in USD. Loans have various amortization profiles, but the majority are floating rate with SOFR as a benchmark. NOK denominated bonds are also swapped to USD with USD SOFR as the benchmark.

We use financial interest rate derivatives, mainly interest rate swaps, to reduce the unwanted variability of interest expenses because of changes in the benchmark.

Our coverage rate has been stable at around 25-40% of floating interest-bearing debt over the last five years, while our base exposure has been reduced substantially through the repayment of debt.

As of December 31, 2024, we have USD 300 million of interest rate hedges in place, covering 41% of interest-bearing debt. A 1% increase in the interest rate would reduce our pre-tax net income by approximately USD 7 million, before hedges.

Currency

The group’s revenues are primarily denominated in USD. Non-financial currency risk relates mainly to the net income and cash flow from voyage related expenses, ship operating expenses (including crew costs), and general and administrative expenses denominated in non-USD currencies, mainly NOK and EUR.

A 10% decrease in the USD against the NOK would reduce our pre-tax net income by approximately USD 9 million, before hedges. Our NOK exposure is relatively long-term, visible and stable, and we have hedged expected NOK cash flows, for up to two and a half years, through forward exchange contracts.

Financial currency risk, relating to non-USD denominated debt, being our NOK denominated bonds, is hedged 100%, as interest payments and principal in NOK are swapped for principal and interest payments in USD at the time of issuance. As of December 31, 2024, we had one bond outstanding for an amount of NOK 850 million swapped to USD 100 million. This bond was repaid in January 2025.

Financing and liquidity

Odfjell has a diversified debt structure and solid access to a wide range of funding sources and structures from top-tier banks, leasing houses and the bond markets.

Our cost of financing has improved in all credit markets over the last few years, driven by our strengthened balance sheet, positive chemical tanker market fundamentals, and ESG initiatives.

We continue to focus on sustainable finance and in April 2024, we established a new transition finance facility and framework to support the funding of our large and small decarbonization projects. This was the first transition facility in the Nordic market. 70% of our interest-bearing debt as of December 31, 2024, was sustainability-linked.

In 2024, we completed one refinancing transaction, involving six vessels, with a seventh vessel included later in the year. The transaction was done at improved terms and contributed to lowering our cost of capital.

As of December 31, 2024, Odfjell’s total nominal debt was USD 1,142 million¹, of which 42% was mortgaged loans, 14% was financial leases, 9% was senior unsecured bonds, and 35% was debt related to long-term time charter and bareboat agreements. The average maturity of the group’s total interest-bearing debt² is three years. We have no material balloon installments maturing in the coming year.

As of December 31, 2024, we had USD 147 million in cash and cash equivalents on balance, and USD 83 million undrawn commitments under long-term bank facilities.

Cash break-even

Odfjell is exposed to the natural cyclicality of the shipping industry and a key ambition is to have a sustainable cash flow across these cycles. As such, our strategic focus is to reduce cash break-even levels by deleveraging and extending amortization profiles. In 2024, our break-even was approximately USD 22,850 per trading day.

Recent years’ break-even gains from improved financing terms and lower debt have been offset by higher benchmark rates, and cost inflation. We are positive about the potential to improve break-even levels in the short- to medium term, through the continued focus on finance costs and the addition of vessels to our fleet.

Tax

The Odfjell Group operates within a number of jurisdictions and tax regimes, though most of our fleet is subject to the Norwegian tonnage tax system. We also operate under the local cabotage tax system in Brazil through a wholly owned subsidiary. Our tank terminal activities are generally subject to ordinary corporate tax rates in the countries where they are located.

^{1 Bonds swapped to USD. Excluding capitalized transaction expenses | 2 Interest-bearing debt includes mortgaged loans, financial leases and unsecured bonds}

The Group aims to comply with all relevant laws and regulations in all jurisdictions it operates in, as well as the Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board (NUES) on October 14, 2021 (the Code of Practice or the Code).This statement is in compliance with the Corporate Governance Policy approved by the Board of Directors.

Background and applicable regulations

The Company is an SE company (Societas Europaea), subject to the Norwegian Act no. 14 of April 1, 2005 relating to European companies, as well as the Norwegian Public Limited Liability Companies Act. The Company is listed on the Oslo Stock Exchange, and thus subject to Norwegian securities legislation and stock exchange regulations.

The Norwegian Public Limited Liability Companies Act section 5-6 (4), requires that the Annual General Meeting approve the statement of Corporate Governance. Consequently, this report will be presented at the Annual General Meeting.

Odfjell SE follows the Norwegian Code of Practice for Corporate Governance. A full description of the Code is available from the NUES website.

The following sections explain how Odfjell SE has addressed the various 15 issues covered by the Code.

Odfjell SE has reviewed our reporting on Corporate Governance based on the latest Code of Practice for Corporate Governance. The company is fully compliant with the Code, except for section 5, regarding two classes of shares, and section 7, regarding members of the Nomination Committee.

The framework outlining the principles of equality and diversity within the Company is described in the Code of Conduct (most recently updated on December 1, 2022) and the Human Resources Mission and Policies (last updated on August 2, 2022).

1 Implementation and reporting on Corporate Governance

The framework for corporate governance, the Norwegian Code of Practice for Corporate Governance, was last updated October 14, 2021. The code can be found at nues.no. The Code is based on a principle of 'comply or explain', implying that eventual deviations from the Code shall be explained. 

Odfjell is committed to ethical business practices, honesty, fair trading and compliance with all laws and regulations affecting our business. This includes adherence to high standards of corporate governance. The Board of Directors reviews, on an annual basis, the Company’s Corporate Governance Policy. 

In addition to the Company’s Corporate Governance Policy, last updated January 24, 2024, Odfjell has a set of policies covering social responsibility matters: Corporate Human Rights Policy last updated January 12, 2022, Corporate Health, Safety and Environmental Policy last updated April 1, 2022, and Anticorruption Policy last updated January 1, 2022. The Company's Corporate Code of Conduct also addresses several of these issues. All Odfjell employees are obliged to comply with the Corporate Code of Conduct. The Company’s Corporate Governance Policy, Corporate Human Rights Policy, Corporate Health, Safety and Environmental Policy, Anticorruption Policy, and Corporate Code of Conduct can all be found on the Company’s website.

The statement below describes Odfjell's compliance with respect to each of the elements of the Norwegian Code of Practice for Corporate Governance, including explanations of any deviations.

Deviations from the Code: None.

2 Business

Odfjell is a leading company in the global market for the transportation and storage of bulk liquid chemicals, acids, edible oils and other specialized products. Odfjell owns and operates chemical tankers in global and regional trades, as well as a joint venture network of tank terminals.

Article 3 of Odfjell's Articles of Association states: The object of the Company is to engage in shipping, ship agency, tank terminals, real estate, finance and trading activities, including the transportation of freight in the Company’s own vessels or chartered vessels, the conclusion of freight contracts, co-ownership agreements and cooperation agreements, ownership and operation of tank terminals, as well as investment and participation in other enterprises with a similar object and other activities related thereto.

The Article of Association can be found on www.odfjell.com/corporate-governance. The Company’s sustainability reporting can be found in the Annual Report section of this website. The Company's Mission Statement and Strategy can be found on www.odfjell.com/our-core.

The Company's strategy is to maintain its position as a leading logistics service provider for customers across the world through the safe, sustainable and efficient operation of deep-sea and regional chemical tankers and tank terminals worldwide.

Deviations from the Code: None.

3 Equity and dividends

Equity

Odfjell shall maintain an equity base deemed sufficient to support the Company's objectives and strategy, and to be able to withstand a prolonged period of adverse market conditions. The normal target is that the equity ratio for the Group shall remain between 30% and 40% of total assets. The Group had book equity of USD 930 million as of December 31, 2024, corresponding to an equity ratio of 42.9%.

Subscription rights

There are currently no outstanding subscription rights as of December 31, 2023. The issuance of subscription rights must be approved by the General Meeting.

Dividend policy

Odfjell aims to provide competitive, long-term returns on the investments for its shareholders. The Company embraces an investor-friendly dividend policy and seeks to make regular dividend payments at a sustainable level. The current dividend policy states that the company will pay out 50% of net income adjusted for extraordinary items. Other excess capital will be earmarked for extraordinary debt reductions, but may also be used for value creative investments, share buybacks and dividends. Dividends will be paid out semi-annually. The Board of Directors will propose to the General Meeting or decide on the timing and the final size of dividends, always contingent on the financial strength of the company.

The Board of Directors may be authorized by the General Meeting to pay dividends based on the annual accounts.

Mandates granted to the Board of Directors

According to the Norwegian Code of Practice for Corporate Governance, mandates granted to the Board of Directors to increase the Company’s share capital, or purchase own shares, should be intended for a defined purpose. Mandates granted to the Board shall be limited in time to no later than the date of the next Annual General Meeting.

Power of Attorney to the Board of Directors to increase the share capital

The Board has not been assigned authority to issue new shares. Any such mandate must be approved by the General Meeting and shall be limited in time until the next Annual General Meeting.

Power of Attorney to acquire own shares

The Annual General Meeting on May 7, 2024 resolved as follows:

 "In accordance with section 9-4 of the Public Limited Liability Companies Act, the Board of Odfjell SE is hereby authorized to acquire own shares, limited to 15,943,969 shares with a total nominal value of NOK 39,589,923, provided always that the company at any time cannot own more than 10% own shares”.

“The Board is free to decide the acquisition methods and the sale of own shares. Own shares can e.g. be acquired as compensation for own shares that have been sold. The minimum and maximum price that is payable for the shares acquired in accordance with this authorization is respectively NOK 2.50 and NOK 250.”

Within this mandate, the Board decides if, and in what way, the own shares shall be acquired and sold. New own shares can be acquired as compensation for own shares that are sold. Both the Company and its subsidiaries can acquire shares in the Company.

 The present authorization is valid until the next ordinary General Meeting, but at any rate not longer than until June 30, 2025.

Deviations from the Code: None.

4 Equal treatment of shareholders

Transactions in own shares

Any transactions carried out by the Company in own shares shall be conducted over the Oslo Stock Exchange, or at prevailing arm's length prices if carried out in any other way. Such transactions will be reported to the Oslo Stock Exchange and to the wider market through immediate stock exchange releases and press releases.

Deviations from the Code: None.

5 Shares and negotiability

Class of shares

The Company’s share capital is NOK 199 299 615, divided between 60 463 624 class A-shares, each with a nominal value of NOK 2.50, and 79 719 84 class B-shares, each with a nominal value of NOK 2.50.

The Company’s shares shall be registered with the Norwegian Central Securities Depository (VPS). 

Only holders of class A-shares shall have voting rights at Annual and Extraordinary General Meetings. In all other respects, the two classes of shares are equal, and have the same rights to dividends. In the event of issuance of bonus shares, holders of class A-shares shall be entitled to new class A-shares, and holders of class B-shares shall be entitled to new class B-shares, unless otherwise decided by the General Meeting.

The existence of two classes of shares is due to historical reasons. This is no longer a common practice on the Oslo Stock Exchange. The Company’s shares are listed on the Oslo Stock Exchange and are freely negotiable. There is no form of restriction or pre-emptive rights affecting negotiability included in the Company’s Articles of Association. The Board is not aware of any agreements that may secure any shareholder beneficial rights to own or trade shares at the expense of other shareholders. The shares are registered in the Norwegian Central Securities Depository (VPS).

A Primary Insider shall not, directly or indirectly, for its own or others' account, carry out any transaction in the Financial Instruments, later than 30 calendar days before the publication of the yearly and half yearly financial statements of the Company. This means that, during this trade prohibition period, Primary Insiders are prohibited from trading in financial instruments issued by and/or relevant to Odfjell, or by companies in the same group.

Deviation from the Code: Odfjell has two classes of shares due to historical reasons.

6 The General Meetings of shareholders

Articles 7 and 8 of the Company’s Articles of Association regulates the agenda of the Annual General Meeting, notice period and attendance. 

The Board is responsible for convening both Annual and Extraordinary General Meetings. The Company shall arrange for the Annual General Meeting to be held within six months of the end of each financial year.

Extraordinary General Meetings may be called in accordance with the provision of the Norwegian Limited Liability Companies Act.

The General Meeting shall elect the Chair of the Meeting.

The Chair of the Board, representatives of the Board, the Nomination Committee, the Company's auditor, and representatives from the Management shall attend the Annual General Meeting. If the General Meeting is held as a physical meeting, the Chair of the Board and the Chief Executive Officer must be present at the physical meeting.

The Annual General Meeting represents an important venue for the Board to meet and discuss with shareholders face-to-face, and to decide on important issues such as dividend payments, election and re-election of Board Members and the appointment of the auditor.

The notice convening the meeting, and other documents regarding the General Meeting, shall be available on the Company's website no later than 21 days before the date of the General Meeting. The notice shall provide sufficient information on all resolutions to be considered by the General Meeting, voting instructions and how to vote by proxy.

When documents concerning matters that are to be considered by the General Meeting have been made available to the shareholders on the Company’s website, the requirement of the Norwegian Public Limited Liability Companies Act, that the documents shall be sent to shareholders, does not apply. This also applies to documents that are required by law to be included in, or enclosed with, the notice of the General Meeting. A shareholder may nonetheless ask to have documents sent that concern matters to be considered by the General Meeting. Shareholders who wish to attend the General Meeting must notify the Company no later than five days before the General Meeting. It is possible to register for the Annual General Meeting by mail or email.

Matters discussed at the General Meeting are restricted to those set forth in the agenda. The following matters shall be the business of the Annual General Meeting:

1. Adoption of the annual accounts and the Board of Directors’ report

2. Application of any profit for the year, or coverage of any loss for the year, in accordance with the adopted balance sheet, and the declaration of dividend

3. Election of members of the Board of Directors

4. Adoption of the remuneration of the Board of Directors

5. Any other matters that by law or pursuant to the Company’s Articles of Association or as stated in the notice of the Annual General Meeting

The Board, and the person that chairs the General Meeting, shall organize the election of Board Members in such a manner that the shareholders can vote on each of the proposed candidates separately.

Proposals that shareholders wish the General Meeting to consider must be submitted in writing, to the Board of Directors, in sufficient time to be included in the notice of the General Meeting.

Deviations from the Code: None.

7 Nomination Committee

The Company has a Nomination Committee regulated by Article 9 of the Articles of Association. The general meeting should stipulate guidelines for the duties of the nomination committee, elect the chair and members of the nomination committee, and determine the committee's remuneration.

According to Article 9, the Nomination Committee shall consist of three members, of which at least one member shall be independent of the Board and the Company’s senior management. According to the Code, the majority of the Nomination Committee shall be independent of the Board and Management. The Nomination Committee should not include any executive personnel or any member of the Company’s board of directors. The Nomination Committee should be composed in a manner to safeguard the common interests of all the shareholders. The Nomination Committee shall propose candidates to the Board and also propose the remuneration to the Board Members.

The Nomination Committee must justify its recommendations. The Nomination Committee shall aim to achieve a Board composition that acknowledges the objective of generating shareholder results, independence, and experience in the relevant sectors of the Group’s business activities.

The Nomination Committee currently consists of Christine Rødsæther, Laurence Ward Odfjell and (Chair) Bjørg Ekornrud. 

In its work of suggesting new Board Members, the Nomination Committee should have contact with shareholders, members of the Board and the Company’s Management.

Deviation from the Code: Two of the members of the Nomination Committee are also members of the Company’s board of directors.

8 Board of Directors - composition and independence

The Board of Directors is regulated by Article 5 of the Company’s Articles of Association. The Company’s Management is organized in accordance with a single-tier system, and it shall have an administrative body (Board of Directors).

The Company’s Board of Directors shall consist of between five and seven members.

The Annual General Meeting shall elect the Board. According to Article 5 of the Articles of Association, the Chair of the Board is elected by the Annual General Meeting for one year at a time. Board Members shall be elected for two years at a time.

The Company has no Corporate Assembly. The interests of the employees are safeguarded through an agreement between the employees and Odfjell, ensuring the involvement of employees. The employees have established a permanent Employee Representative Body. The Employee Representative Body consists of up to six representatives, from the main office in Bergen and the maritime Officers' Council.

Employee involvement at corporate level, and in most subsidiaries abroad, is also secured by various committees and councils in which Management and employee representatives - both onshore personnel and seafarers - meet to discuss relevant issues.

The Board shall be composed in a manner to safeguard the joint interests of the shareholders while considering the Company’s need for expertise, capacity and diversity. It must be taken into consideration that the Board is able to function like a collegiate body.

The Board shall also be composed such that it can act independently of special interests. The majority of the Board Members shall be independent of the Management and important business connections, and no member of Management shall be a Board Member. In addition, at least two of the Board Members shall be independent of the Company’s principal shareholders, i.e. shareholders owning more than 10% of the Company’s shares or votes.

The board is comprised of Laurence Ward Odfjell, Chair of the Board since May 4 2010, Christine Rødsæther member since May 4 2010, Jannicke Nilsson member since May 8 2012, Erik Nyheim member since May 4 2023, Tanja Ebbe Dalgaard member since May 4 2023, and Jan Kjærvik member since May 2024.

Laurence Ward Odfjell and related parties control a significant shareholding in Odfjell SE. Christine Rødsæther, Jannicke Nilsson, Erik Nyheim, Tanja Ebbe Dalgaard, and Jan Kjærvik are all independent Board Members. The Company believes that the Board is well positioned to act independently of the Company’s Management and exercise proper supervision of the Management and its operations.

The proportionate representation of gender of the Board is within the legislated target.

The annual report and the Company’s home page contain a presentation of the Board of Directors and details of the shareholdings of all Directors, as well as information on the experience, expertise, and capacity of the Board Members.

Two of the existing board members, Erik Nyheim, and Tanja Ebbe Dalgaard are up for election at the 2025 Annual General Meeting. The Chair is up to election every year.

Deviations from the Code: None.

9 The work of the Board of Directors

The Company shall be led by an effective Board with collective responsibility for the success of the Company. The Board represents, and is responsible to, the Company’s shareholders. 

The Board of Directors should ensure that members of the Board of Directors and executive personnel make the company aware of any material interests that they may have in items to be considered by the Board of Directors.

The Board’s obligations include strategic management of the Company, effective monitoring of the Management, control and monitoring of the Company’s financial situation, and the Company’s responsibility to, and communication with, the shareholders. The Board is ultimately responsible for determining the Company's objectives, and for ensuring that the necessary means for achieving them are in place. The Board of Directors determines the Company’s strategic direction and decides on matters of significance in relation to the Company's overall activities. Such matters include strategic guidelines, approval of the budgets as well as decisions on major investments and divestments. Furthermore, the Board ensures a correct capital structure and defines the dividend policy. The Board also appoints the CEO and determines his/her remuneration.

The Board shall ensure that the Company is well organized and that activities are managed in accordance with relevant laws and regulations, the Company’s objectives pursuant to the Articles of Association and the applicable guidelines set by the shareholders through the General Meeting.

It is the responsibility of the Board to ensure that the Company, its management and employees operate in a safe, legal, ethical and socially responsible manner. To emphasize the importance of these issues, a company-specific Corporate Social Responsibility Policy and a Corporate Code of Conduct have been decided and implemented and apply to all throughout the organization. The Corporate Code of Conduct focuses on aspects of ethical behavior in day-to-day business activities. The Company also adheres to the UN Global Compact and reports its Corporate Social Responsibility performance accordingly.

The Board shall perform such reviews which it deems necessary to fulfill its tasks. The Board shall also perform reviews requested by one or more Board Members.

Members of the Board of Directors shall notify the Board, in advance, if they have any direct or indirect not immaterial interest in any transaction planned to be entered into by the Company. In this case they are biased and not eligible to participate in the discussions. A deputy Chair shall be elected to function as Chair of the Board when the Chair of the Board for such or other reasons cannot, or should not, lead the Board’s work.

The Board shall plan its work, as well as the work of the Management, according to a cycle of setting objectives, performance reviews, risk reviews, periodic reporting, regular reviews of short- and long-term strategy formulation and implementation. The roles of the Board and the CEO are separate, and the allocation of responsibilities shall be specified in writing through existing chart of authorities and job descriptions.

Each year the Board shall evaluate its performance over the previous year. The Board shall evaluate its own efforts, the performance of the Committees and the individual Board Members. In order for the evaluation to be effective, the Board shall set objectives at both the collective and individual levels, against which the performances shall be measured. The results from the evaluation will not be made public but shall be available to the Nomination Committee.

The Board held seven ordinary meetings in 2024, and four extraordinary meetings for the purpose of e.g. approval of refinancing and sale of vessels, with98% Director attendance. The Board carried out a self-assessment of its work.

Transactions with close associates

Any not immaterial transaction between the Company and any shareholder, Board Member, member of Management or any related party of these shall be reviewed by an external third party before being concluded. Material agreements shall be approved by the General Meeting according to the Norwegian Public Limited Liability Companies Act. The board of directors should also present any such agreements in their annual directors’ report.

Independent valuations shall also be obtained in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.

The Board has established a policy in respect of share trading. The policy is in line with the Guidelines for Insiders issued by the Oslo Stock Exchange and applies to all employees who, in connection with their work, may gain access to price sensitive, non-public information.

Audit Committee

The Audit Committee is elected by the Board and consists of minimum two Board Members; current members are Jan Kjærvik and Jannicke Nilsson. The Audit Committee reports to and acts as a preparatory and advisory working committee for the Board. The Audit Committee acts according to an audit charter. The Company’s auditor, CFO, VP Financial Control, Chief Sustainability Officer and Head of Group Controlling and Financial Systems usually attend the committee’s meetings.

The establishment of the Committee does not alter the Board's legal responsibilities or tasks.

Deviations from the Code: None.

Remuneration Committee

The Company has also established a Remuneration Committee comprising two board members including the Chair; current members are Laurence Odfjell and Christine Rødsæther. The Members of the Remuneration Committee shall serve while they remain part of the Board of Directors, or until the Board of Directors decide otherwise or they wish to retire from their appointment as Members of the Remuneration Committee. The primary purpose of the Remuneration Committee is to assist the Board of Directors in discharging its duty relating to determining the Management’s compensation. The Remuneration Committee shall report and make recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations. 

The establishment of the Committee does not alter the Board's legal responsibilities or tasks.

Deviations from the Code: None.

10 Risk management and internal control

The Board shall ensure that the Company has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the Company’s activities. Internal controls and the systems should also encompass the Company’s corporate values and ethical guidelines.

The Board shall carry out an annual review of the Company’s most important areas of exposure to risk and its internal control arrangements. The risk management process and the system of internal control of Odfjell shall be sufficient to ensure safe, controlled, legal and ethical business conduct and operations in all its activities around the world.

Business strategies are prepared at executive level and approved by the Board. In addition, the Board reviews annual budgeting and strategic planning processes. Financial forecasts are prepared every quarter. Actual performance is compared to budget, latest forecast, and prior year on a monthly basis. Significant variances are investigated and explained through normal monthly reporting channels.

The Company has established an organizational structure supporting clear lines of communication and accountability, and rules for delegation of authority that specify responsibility.

The Company focuses on regular and relevant management reporting of both operational and financial matters, both to ensure adequate information for decision making and to quickly respond to changing conditions. Evaluation and approval procedures for major capital expenditure and significant treasury transactions are established.

The Board receives monthly reports on the Company’s financial performance and status reports on the Group’s key individual projects.

Financial performance is also reported on a quarterly basis to the Board and to the Oslo Stock Exchange.

The Company's Board is kept updated on Management and Company activities through monthly reports and board updates. A safety (QHSE) update is normally the first item on the agenda of all ordinary meetings of the Board of Directors. 

Odfjell’s Compliance Officer ensures that the Company, and its employees, act in accordance with applicable laws and regulations, the Company's Code of Conduct, and that the Company acts in an ethical and socially responsible way. Particular attention is paid to competition law compliance, environmental licenses to operate and anti-corruption measures. Regular updates on new rules and regulations are issued to all relevant personnel to ensure continuous compliance. The Compliance Officer reports directly to the CEO.

The Company also regularly conducts internal audits of individual units’ adherence to systems and procedures. The internal audit function provides additional assurance to the Board and the Audit Committee that key controls are operating as intended. The Company is also subject to external control functions, including auditors, ship classification societies, customer vettings, port and flag state control, and other regulatory bodies including the IMO.

Deviations from the Code: None.

11 Board members’ remuneration

The remuneration of the Board shall reflect the Board’s responsibilities, expertise, time commitment and the complexity of the Company’s activities. Remuneration to Board Members shall be determined by the shareholders at the General Meeting. The Nomination Committee shall provide recommendations and give its reasons thereof to the General Meeting for annual remuneration to all Board Members.

Board Members are encouraged to own shares in the Company and can be paid part of their remuneration in shares.

Members of the Board do not take part in any incentive or share option schemes. The remuneration of the Board of Directors is not linked to the Company's performance. Board Members should not take on assignments for the Company.

Information regarding all remuneration to the individual Board Members shall be provided in the annual report. If remuneration has been paid in addition to normal directors’ fees, this shall be specifically identified.

Deviations from the Code: None.

12 Management remuneration

Pursuant to Section 6-16 a) of the Norwegian Public Limited Companies Act, the Board of Directors has issued a statement regarding the determination of salaries and other remuneration for the Management. The statement is published in our website under the Notice of Annual General Meeting 2024, Appendix 4. Report on salary and other remuneration to leading personnel. The guidelines for remuneration to the Management must set out the main principles applied in determining the salary and other remuneration. The guidelines should help to ensure convergence of the financial interests of the shareholders and the Management. The existing guidelines were approved by the General Meeting 7 May 2024. In the event of changes, the Company shall consider the shareholders' views and vote on the guidelines. The guidelines shall be submitted to the General Assembly for approval at least every four years.

Management shall be offered competitive terms of employment to ensure continuity in the Management and to enable the Company to recruit suitably qualified personnel. The remuneration shall not be of such a nature or magnitude that it may impair the Company’s interest or reputation.

A basic, fixed salary is the main component of the remuneration. However, in addition to the basic salary, other supplementary benefits may be provided, including, but not limited to, payments in kind, incentive/recognition pay, termination payments and pension and insurance schemes.

Deviations from the Code: None.

13 Information and communication

Through its Corporate Governance Policy, the Board has implemented guidelines for disclosure of Company information. Reporting of financial and other information shall be based on openness and equal treatment of all interested parties. The Company provides shareholders, and the market as a whole, with information about the Company. Such information takes the form of annual reports, quarterly reports, stock exchange bulletins, press releases, information on the Company website and investor presentations, when appropriate. The Company seeks to treat all shareholders equally, in line with applicable regulations. Information distributed through the Oslo Stock Exchange, or otherwise in press releases, is published simultaneously on the Company’s website, Odfjell.com. The Company aims to hold regular presentations. The financial calendar is available through stock exchange announcements and on the Company’s website.

Open investor presentations are held at least twice a year in connection with Odfjell's quarterly reports. The CEO reviews and makes comments on results, market developments and prospects. Odfjell's CFO also participates in these presentations.

The presentations of the annual and quarterly reports are published via the Oslo Stock Exchange and posted on the corporate website at the same time as presented. The annual and mid-year results are normally presented via a live presentation, whereas reports following publication of first and third quarter results normally are made available through webcasts. Odfjell also maintains an ongoing dialogue with, and makes presentations to, selected analysts and investors. Care is taken to secure impartial distribution of information when dealing with shareholders, investors and analysts.

The Board shall ensure that the Company’s quarterly and annual financial statements provide a correct and complete picture of the Group’s financial and business position, including the extent to which operational and strategic goals have been achieved.

The Chair of the Board shall ensure that valid and relevant views of the shareholders are communicated to the entire Board.

Deviations from the Code: None.

14 Takeovers

During the course of any take-over process, the Board and Management shall do their best to ensure that all the shareholders of the Company are treated equally. The Board shall also do its best to ensure that sufficient information to assess the takeover bid is provided to the shareholders.

In the event of a take-over bid for the shares in the Company, the Board shall not seek to prevent or obstruct take-over bids for the Company’s activities or shares, unless there are particular reasons for such actions. The Board shall not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the General Meeting following the announcement of the bid. In particular, the Board shall not, in such circumstances, without the prior approval of the General Meeting (i) issue shares or any other equity instruments in the Company, (ii) resolve to merge the Company with any other entity, (iii) resolve on any transaction that has a material effect on the Company’s activities, or (iv) purchase or sell any shares in the Company. 

If an offer is made for the shares in the Company, the Board shall issue a statement evaluating the offer and make a recommendation as to whether the shareholders should accept the offer. If the Board finds itself unable to provide such a recommendation, it shall explain and state the reasons why. The Board’s statement on a take-over bid shall state whether the Board's view is unanimous, and if not, the statement shall explain the basis on which members of the Board have a deviating view. The Board shall consider whether to engage financial advisors in this respect and whether to have a valuation from an independent expert. If any member of the Board or the Management, or close associates of such persons, or anyone who has recently held such a position, is either the bidder or has a similar particular interest in the bid, the Board shall in any case arrange an independent valuation. This shall also apply if the bidder is a major shareholder in the Company. Any such valuation should be either attached to the Board’s statement, be reproduced in the statement or be referred to in the statement.

Deviations from the Code: None.

15 Auditor

The Company emphasizes keeping a close and open relationship with the Company’s auditor. The auditor participates in Board meetings for approval of the annual accounts. The Company’s auditor shall present an annual plan for its audit work to the Audit Committee. In addition, the auditor shall review and report on the Company’s internal control procedures, including identifying weaknesses and proposing improvements. The Board shall meet at least once a year with the auditor and without the Management’s presence. The auditor’s fees for auditing and other services are presented to the Annual General Meeting and are included in the notes to the annual accounts. The Board continuously evaluates the need for written guidelines concerning the employment of the auditor for services other than auditing. In addition, the Audit Committee approves non-audit services to ensure that services to be delivered do not conflict with the external auditor’s independence. The Board believes that the auditor’s independence of the Company’s Management is assured. The auditor shall issue a written annual declaration confirming the auditor’s independence.

In order to secure consistency in control and audits of the Group, Odfjell generally uses the same audit firm for all its subsidiaries worldwide, and currently engages EY as the Company's independent auditor.

Deviation from the Code: None.