Corporate Governance

The Company shall be based on open interaction and coordination between the Company’s shareholders, Board and management, as well as other stakeholders such as employees, customers, suppliers, creditors, public authorities and society in general. The Company’s core values and ethical policy are set out in “Ethical guidelines and core values for Eidesvik Offshore ASA”, and its social responsibility policy is covered by the “Code of Conduct policy” and “Environmental policy”.

Business

The Company’s business is described in Article 3 of its Articles of Association. The Board determines the Group’s overall goals, strategy and risk profile. The strategic plan is revised annually. The mission statement in the Articles of Association and the
Company’s goals and strategies are set out in the Annual Report, which are also published on the Company’s website at www.eidesvik.no.

Equity and dividends

The Board shall ensure that the Company holds equity commensurate with the risk from and scope of the Company’s operations, cf. “Instructions for the Board of Directors”. The Board determines the Company’s dividend policy, and presents this with its proposed dividend to the Company’s General Meeting.

The Company’s board of directors is authorised to increase the share capital on the following conditions: a) The share capital may, in one or more rounds, be increased by a total of up to NOK 364 916. b) The authorisation shall be valid until the ordinary general meeting in 2024, but no later than 30 June 2024.

Equal treatment of shareholders and transactions with close associates

Eidesvik Offshore ASA has only one class of shares.

In the event of an increase in share capital, the principle of equal rights for all
shareholders to buy shares applies.

Own shares are bought on the stock exchange at market value.

Shares and negotiability

The shares in the Company are listed and freely negotiable. The Articles of Association do not impose any form of restriction on negotiability.

General Meetings

The notice of and procedure for the Company’s General Meeting follow the regulations given by the Public Limited Liability Companies Act with regard to contents and deadlines. The registration deadline is set as close to the meeting as practicable. Shareholders who are unable to attend may vote by proxy.

Notice of the meeting, proposed resolutions, proxy forms, other case documents and information on shareholders’ right to raise matters at the General Meeting are made available at the Company’s website as soon as they are present.

The Board and the chair of the General Meeting must arrange for the general meeting to vote for each candidate nominated for election to corporate bodies.

The minutes of the General Meetings are made available on the Company’s website as soon as possible.

Nomination committee

The Nomination Committee shall make proposals for election of Board Members and members of the Nomination Committee to the General Meeting. The Nomination Committee shall consist of three to five members. The General Meeting may adopt guidelines for the Nomination Committee.

Board of Directors: composition and independence

The composition of the Board of Directors of Eidesvik Offshore ASA is made to safeguard the interests of shareholders and the Company’s need for competence, capacity and diversity. The Board considers it important that the Board can function well as a collegial body.

The Board is composed in such a way that it can act independently of special interests.

The majority of the members elected by shareholders are independent of the Company’s executive management and major business associates.

At least two of the members elected by shareholders are independent of the Company’s main shareholders.

Representatives of the executive management are not members of the Board.

The Chair is elected by the General Meeting, as the Company does not have a corporate assembly.

The Board members are elected for two years at a time. In the Annual Report, the Board provides details of the Board
members’ competence and capacity, as well as which Board members are considered to be independent.

Board members are encouraged to own shares in the Company

The work of the Board of Directors

A separate instruction for the Board of Directors of Eidesvik Offshore ASA has been prepared.

The Group has an audit committee, and the Board of Directors of Eidesvik Offshore has established instructions for the audit committee.

For transactions between companies of the Group, there are guidelines in “Instructions for the Board of Directors”.

For significant transactions between the Company and shareholders, board members, senior executives or persons related to them, an independent valuation must be obtained. This does not apply when the General Meeting is to discuss the matter according to the provisions of the Public Limited Liability Companies Act. The same applies to transactions between companies in the Group where there are minority shareholders.

The instructions for the Board, the instructions for the CEO, and the ethical guidelines have rules for impartiality.

Risk management and internal control

According to the instruction for the Board of Directors of Eidesvik Offshore ASA, the Board ensures that the Company has good internal control and appropriate systems for risk management. The Board receives monthly status reports on Company operations, including consolidated accounts with deviation analyses and liquidity forecasts.

Remuneration of the Board of Directors

The remuneration of the Board is determined by the General Meeting and does not depend on results. Information on remuneration is given in the Annual Report.

Remuneration of executive personnel

The Board has adopted guidelines approved by the annual general meeting for remuneration for executives stating the main principles of the Company’s executive remuneration policy.

Salary and other remuneration for executive personnel

The Board has adopted guidelines approved by the annual general meeting for remuneration for executives stating the main principles of the Company’s executive remuneration policy.

Information and communications

The Board has adopted guidelines for the Company’s contact with shareholders outside the General Meeting. These are set
out in the Board’s annual report. The Company publishes a financial calendar each year, and all interim reports and results presentations are published on the Company’s website and the Oslo Stock Exchange.

Take-overs

The Board has not prepared guiding principles for how to act in the event of a takeover bid.

Auditor

The external auditor is elected at the General Meeting, which also approves the auditor’s fees for the parent company. On an
annual basis, the auditor presents an audit plan to the audit committee, and participates in audit committee meetings to review the
Group’s internal control and financial risk management systems and procedures. The auditor also participates in board meetings when considered appropriate, with and without management present. Information about the auditor’s fees, including a breakdown of audit related fees and fees for other services is included in the notes to the financial statements in accordance with the Norwegian Accounting Act. The Company’s external auditor is Ernst & Young AS.