List of Signatures Page 1/1
Remuneration Report 2025 FINAL.pdfName | Method | Signed at |
MEYER, ERNST ANDRE | BANKID | 2026-04-07 08:29 GMT+02 |
Eilertsen, Brita | BANKID | 2026-04-07 09:07 GMT+02 |
Msgster, Marianne | BANKID | 2026-04-07 08:49 GMT+02 |
IZlvreâs, Magne | BANKID | 2026-04-07 07:46 GMT+02 |
Andreassen, Gsran | BANKID | 2026-04-07 08:37 GMT+02 |
This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document. External reference: 4C1AD3A5ED334FF68EF840A85F7F0CBB
Declaration regarding the determination of salary and other remuneration to management employees pursuant to the Norwegian public limited liability Act § 6-16b
Introduction
Background
This remuneration report (the "Report") is prepared by the Board of Directors of Klaveness Combination Carriers ASA (the "Company"
) in accordance with the Norwegian Public Limited Liability Companies Act (the "Companies Act") Section 6-16 b with regulations. The Report contains information regarding remuneration to previous, present and future leading personnel of the Company ("Senior Executives") and members of the Board of Directors for the financial year of 2025 in line with the applicable requirements.The Company considers the following positions as Senior Executives: CEO, CFO and Deputy CEO, COO, VP, Head of Strategy and Business Development, VP, Global Head of CLEANBU Chartering and VP, Global Head of CABU Chartering. Five of the Senior Executives
Norway, while
KCC has no employee representatives on the Board of Directors. In the report for 2024, the CEO and the CFO and Deputy CEO were considered Senior Executives.
The Remuneration Guidelines were updated and approved by the Annual General Meeting in April 2023 and have not been updated during 2025.
Highlights summary
The salary for Senior Executives was adjusted by 4.0% (weighted average) from 1 July 2025, below the general salary increase in Norway of 4.8%1.
Total bonus to Senior Executives was for 2025 in total NOK 5.5 million/NOK 0.92 million per person (holiday pay for 2027 included). Provisions based on best estimate at the time of signing were made in the financial accounts for 2025, while the bonuses are payable in 2026.
In March 2025, Senior Executives entered into agreements to acquire in total 28,875 shares and were based on the purchases granted 101,063 options under the long-term incentive program (LTIP). Settlement and transfer of the shares were completed in May 2025 after the annual general meeting.
Overview of the last financial year
The Lost Time Injury Frequency2
is slightly above the target of 0.5. The development is monitored and there is high focus on safety and learning from inspections, incidents and safety observations. The Group did not experience any serious incidents or high-
3 during the year.Klaveness Combination Carriers ASA (KCC) on a consolidated basis had an EBITDA of USD 79.8 million in 2025 (2024: USD 126.5 million), Profit of USD 33.4 million (2024: USD 81.4 million) and ROE
of 9.0% (2024: 23%). KCC paid 30.5 cents per share in dividends during 2025 (2024: 130 cents/share), 90% of the adjusted cash flow to equity4 and in line with the dividend policy, while the share price increased by 6% from year-end 2024 to year-end 2025.
1Preliminary rep0rt fr0m Det Tekniske beregningsutvalg f0r inntekts0ppgjørene (TBU) February 2026
2 LTIF per 1 milli0n w0rking h0ur. L0st Time Injuries (LTIs) are the sum 0f fatalities, permanent t0tal disabilities, permanent partial disabilities and l0st w0rkday cases (injuries leading t0 l0ss 0f pr0ductive w0rk time). In line with OCIMF (Oil C0mpanies Internati0nal Marine F0rum).
3 SIF per 1 milli0n w0rking h0urs. Seri0us Injury 0r Fatality Incident (SIF)s are the incidents that has the p0tential, 0r actually d0es, result in a fatal 0r life-altering injury 0r illness.
4 Adjusted cash fl0w t0 equity = EBITDA debt service maintenance CAPEX
Overall TCE earnings and financial results were impacted by a substantially weaker underlying product tanker market compared to the historically strong market conditions experienced in 2024. Also, the dry bulk market ended overall somewhat weaker than in 2024. Following a difficult start to the year, KCC s financial performance improved through the second half of 2025. This improvement was supported by more favorable market conditions, increased clarity around regulatory developments and trade policies, and continued optimization of trading and operations across both the CABU and CLEANBU fleets. Average fleet TCE earnings for the year outperformed the relevant dry bulk and product tanker spot markets.
The average TCE earnings for the fleet ended at USD 26,278/day for 2025, down from USD 35,367/day in 2024. Liquidity and solidity continued to be strong and at year-end 2025 the equity ratio was 55% (2024: 59%) and available long-term liquidity (including undrawn and available capacity under long-term revolving credit facilities) was USD 117.7 million (2024: USD 171.1 million). Both solidity and liquidity developed as expected mainly due to drawdown on debt to fund the three CABU newbuildings to be delivered in 2026.
The CABU fleet continued to deliver industry-leading operational efficiency with days in ballast accounting for a limited 13% (2024: 11%) of total on-hire days and the share of days in main combination trades of 90% for 2025 (2024: 94%). Caustic soda solution (CSS) contracts of affreightment (COAs) covered the full wet capacity of the CABU fleet also for 2025. For 2026 KCC has fixed a record number of CSS cargoes into Australia, covering the full wet capacity of the CABU fleet including the newbuildings to be delivered during the year. KCC has also secured a CSS contract into Brazil, employing one of the 2001-built vessels for a 32-month period up to end of Q3 2028.
The number of CLEANBU customers and terminals accepting the vessels continued to increase throughout 2025. The main trades in 2025 were shipments of CPP from India to the US East Coast and from the US Gulf, India and the Middle-East into South America, returning with sugar, vegetable oils, or grains out of South America. The CLEANBU fleet maintained a high share of capacity allocated in wet trades (58% in 2025 and 67% in 2024) to benefit from a still relatively stronger product tanker market compared to the dry bulk market. Trading efficiency improved for the year with share of days in combination trading increasing from 70% in 2024 to 84% in 2025, and days in ballast at 15% in 2025 compared to 17% in 2024.
Sustainability is a core in all activities in KCC from strategic decisions to daily operations. The full fleet achieved an Energy Efficiency Operational Index (EEOI) of 6.1 in 2025, off target of 5.8 for the year, but an improvement of 7.4% from 2024. The improvement was mainly driven by increased cargo intake, reduced speed and a positive impact of weather routing and stable load systems as well as roll-out of, and more optimised use of, energy saving devices and improved hull coatings.
KCC also worked through the year to update and improve its longer-term strategy and value creation both focusing on improving the existing activities and how to grow into new regions and markets with
Total remuneration for Senior Executives
Introduction
The table in Section 2.2 Remuneration of Senior Executives for the reported financial year below contains an overview of the total salary and pension received by the Senior Executives during the reported year (2025), as well as bonus that was awarded for the financial year 2025 but paid in 2026.
on the standardised presentation of the remuneration report is not applicable for KCC as the Senior Executives have not received remuneration from other group companies and have hence not been included in this report.
Remuneration of Senior Executives for the reported financial year
Name and position
1. Fixed remuneration
2. Variable remuneration
3. Extraordinary items
4. Pension expense
5. Total Remuneration
6. Proportion of fixed and variable remuneration (a) and b))
Base
salarya)
Fees
Fringe
benefitsa)
One-year
variableb)
Multi-year
variablec)
Engebret Dahm CEO
428
-
-
157
-
-
18
603
73%/27%
Liv H. Dyrnes CFO and deputy CEO
303
-
-
87
-
-
18
408
78%/22%
Geir Frode Abelsen COO
288
-
-
80
-
-
18
386
78%/22%
Håkon Arne Moltubakk VP, Strategy and Business Development
167
-
-
37
-
-
18
222
82%/18%
Snorre Blix VP, Global Head of
CLEANBU Chartering
188
-
-
61
-
-
18
267
76%/24%
Anne Mette Hansen VP, Global Head of CABU Chartering
326
-
-
65
-
-
-
391
83%/17%
The Senior Executive have free mobile phone, broadband and travel- and health insurance in line with the benefits of other employees in the Company and depending on office location. The services are partly taxed. The value is immaterial and included in the Base salary figures. Base salary includes holiday pay on the bonus paid in 2024 for employees in Oslo.
The table reflects bonus for 2025 to be paid in 2026. Not included holiday pay payable in 2027 as the holiday pay for the bonus is included in the Base salary the following year. Provisions for bonus were made based on best estimates at the date of signing in the 2025 financial accounts. The bonus consists of two elements: formula and discretionary. Note 7 to the financial accounts for 2025 includes the bonus for 2024 paid in 2025, hence these figures are not identical to the figures in table 2.2 above.
No options were declared in 2025. See section 3 for more information on the share option program.
Share-based remuneration
Introduction
The table in Section 3.2 Share options granted or offered to the Senior Executives for the reported financial year below contains information on the number of share options granted or offered for the reported financial year (2025) and share options granted earlier years that have not expired. The main conditions for the exercise of the rights including the exercise price and date and any change thereof are included in the table.
ndardised presentation of the remuneration report is not applicable for KCC. Senior Executives can as part of the LTIP purchase shares subject to the three-years lock-up period. The purchase price equals the shares fair market value (taking into account the lock-up restriction). The Senior Executives have not received shares but paid for them and the table has hence not been included in this report.Share options granted or offered to the Senior Executives for the reported financial year
A LTIP was approved by the General Meeting in April 2023. The program consists of two elements: 1) A share purchase program where key employees are offered to purchase shares with the possibility for loan financing of up to 50% of the purchase price. The share purchase program includes a three-year lock-up on the acquired shares, which is deemed to imply a 20% value reduction that is reflected in the purchase price paid by the employees. 2) A share option program where participation is subject to purchase of shares under the share purchase program. The share options vest 1/3 each year. Vested options may be exercised at any time after three years from the grant date but no later than five years after the date of grant, with the exception that options vesting one year after the grant date may be exercised the date falling two years after the grant date.
In March 2025, Senior Executives purchased 28,875 shares whereof 16,875 shares were financed 50% by two separate loans from KCC to the relevant Senior Executives. Based on the purchases, 101,063 share options were granted to Senior Executives. Per year-end 2025, Senior Executives held 194,213 share options and total loans from KCC to Senior Executives amounted to USD 144,778 (USDNOK 10.06). Interest on the loans is set to the Norwegian Tax Administration
normal interest rate for the taxation of low-cost loans. The loans mature on the date falling 10 years after the disbursement dates (i.e., the share purchase dates), unless shares are divested which triggers a proportionate prepayment of the outstanding loan and interests.Name and position
The main conditions of share option plans
Information regarding the reported financial year
Opening balance
During the year
Closing balance
1
Specificat ion of plan
2
Performa nce perioda)
3
Award date
4
Vesting Date
5
End of holding periodb)
6
Exercise period
7
Strike price of sharec)
8
Share options awarded at the beginning of the
yeard)
9
Share options awarded
10
Share options vested
11
Share options exercise d
12
Share options subject to a performa nce
condition
13
Share options awarded and unvested
14
Share options subject to a holding period
Engebret
Plan
1 Jan
7 June
7 Jun
7 Jun
7 Jun
NOK
#10,000
-
#10,000
-
-
-
-
Dahm
granted 7
2023
2023
2024
2028
2025-7 Jun
69.50
CEO
June
31 Dec
2028
2023
2023
7 Jun
7 Jun
7 Jun
NOK
#10,000
-
#10,000
-
-
-
-
2025
2028
2026-7 Jun
69.50
2028
7 Jun
7 Jun
7 Jun
NOK
#10,000
-
-
-
-
#10,000
-
2026
2028
2026-7 Jun
69.50
2028
Plan
1 Jan
15 May
15 May
15 May
15 May
NOK
#10,000
-
#10,000
-
-
-
-
granted
2024
2024
2025
2029
2026 - 15
107.10
15 May
31 Dec
May 2029
2024
2024
15 May
15 May
15 May
NOK
#10,000
-
-
-
-
#10,000
-
2026
2029
2027 - 15
107.10
May 2029
15 May
15 May
15 May
NOK
#10,000
-
-
-
-
#10,000
-
2027
2029
2027 - 15
107.10
May 2029
Plan
1 Jan
27 March
27 Mar
27 Mar
27 Mar
NOK
-
#14,583
#14,583
-
-
-
-
granted
2025
2025
2026
2030
2027 - 27
27 March
31 Dec
Mar 2030
2025
2025
27 Mar
27 Mar
27 Mar
NOK
-
#14,583
-
-
-
#14,583
-
2027
2030
2028 - 27
Mar 2030
27 Mar
27 Mar
27 Mar
NOK
-
#14,584
-
-
-
#14,584
-
2028
2030
2028 - 27
Mar 2030
Total
#60,000
#43,750
#44,583
-
-
#59,167
-
Name and position
The main conditions of share option plans
Information regarding the reported financial year
Opening balance
During the year
Closing balance
1
Specificat ion of plan
2
Performa nce perioda)
3
Award date
4
Vesting Date
5
End of holding periodb)
6
Exercise period
7
Strike price of sharec)
8
Share options awarded at the beginning of the
yeard)
9
Share options awarded
10
Share options vested
11
Share options exercise d
12
Share options subject to a performa nce
condition
13
Share options awarded and unvested
14
Share options subject to a holding period
Liv H.
Plan
1 Jan
27 March
27 Mar
27 Mar
27 Mar
NOK
-
#7,583
#7,583
-
-
-
-
Dyrnes
granted
2025
2025
2026
2030
2027 - 27
CFO and
27 March
31 Dec
Mar 2030
Deputy CEO
2025
2025
27 Mar
27 Mar
27 Mar
NOK
-
#7,583
-
-
-
#7,583
-
2027
2030
2028 - 27
Mar 2030
27 Mar
27 Mar
27 Mar
NOK
-
#7,584
-
-
-
#7,584
-
2028
2030
2028 - 27
Mar 2030
Total
-
#22,750
#7,583
-
-
#15,167
-
Name and position
The main conditions of share option plans
Information regarding the reported financial year
Opening balance
During the year
Closing balance
1
Specificat ion of plan
2
Performa nce perioda)
3
Award date
4
Vesting Date
5
End of holding periodb)
6
Exercise period
7
Strike price of sharec)
8
Share options awarded at the beginning of the
yeard)
9
Share options awarded
10
Share options vested
11
Share options exercise d
12
Share options subject to a performa nce
condition
13
Share options awarded and unvested
14
Share options subject to a holding period
Geir Frode
Plan
1 Jan
27 March
27 Mar
27 Mar
27 Mar
NOK
-
#2,333
#2,333
-
-
-
-
Abelsen
granted
2025
2025
2026
2030
2027 - 27
COO
27 March
31 Dec
Mar 2030
2025
2025
27 Mar
27 Mar
27 Mar
NOK
-
#2,333
-
-
-
#2,333
-
2027
2030
2028 - 27
Mar 2030
27 Mar
27 Mar
27 Mar
NOK
-
#2,334
-
-
-
##2,334
-
2028
2030
2028 - 27
Mar 2030
Total
-
#7,000
#2,333
-
-
#4,667
-
Name and position
The main conditions of share option plans
Information regarding the reported financial year
Opening balance
During the year
Closing balance
1
Specificat ion of plan
2
Performa nce perioda)
3
Award date
4
Vesting Date
5
End of holding periodb)
6
Exercise period
7
Strike price of sharec)
8
Share options awarded at the beginning of the
yeard)
9
Share options awarded
10
Share options vested
11
Share options exercise d
12
Share options subject to a performa nce
condition
13
Share options awarded and unvested
14
Share options subject to a holding period
Håkon Arne
Plan granted 15 May
2024
1 Jan
2024
31 Dec
2024
15 May
15 May
15 May
15 May
NOK
#2,300
-
#2,300
-
-
-
-
Moltubakk
2024
2025
2029
2026 - 15
107.10
VP, Strategy
May 2029
and
Business Development
15 May
2026
15 May
2029
15 May
2027 - 15
May 2029
NOK 107.10
#2,300
-
-
-
-
#2,300
-
15 May
15 May
15 May
NOK
#2,300
-
-
-
-
#2,300
-
2027
2029
2027 - 15
107.10
May 2029
Plan
1 Jan
27 March
27 Mar
27 Mar
27 Mar
NOK
-
#4,083
#4,083
-
-
-
-
granted
2025
2025
2026
2030
2027 - 27
27 March
31 Dec
Mar 2030
2025
2025
27 Mar
27 Mar
27 Mar
NOK
-
#4,083
-
-
-
#4,083
-
2027
2030
2028 - 27
Mar 2030
27 Mar
27 Mar
27 Mar
NOK
-
#4,084
-
-
-
#4,084
-
2028
2030
2028 - 27
Mar 2030
Total
#6,900
#12,250
#6,383
-
-
#12,767
-
Name and position
The main conditions of share option plans
Information regarding the reported financial year
Opening balance
During the year
Closing balance
1
Specificat ion of plan
2
Performa nce perioda)
3
Award date
4
Vesting Date
5
End of holding periodb)
6
Exercise period
7
Strike price of sharec)
8
Share options awarded at the beginning of the
yeard)
9
Share options awarded
10
Share options vested
11
Share options exercise d
12
Share options subject to a performa nce
condition
13
Share options awarded and unvested
14
Share options subject to a holding period
Anne Mette
Plan
1 Jan
15 May
15 May
15 May
15 May
NOK
#1,750
-
#1,750
-
-
-
-
Hansen
granted
2024
2024
2025
2029
2026 - 15
107.10
VP, Global
15 May
31 Dec
May 2029
Head of CABU
Chartering
2024
2024
15 May
2026
15 May
2029
15 May
2027 - 15
May 2029
NOK 107.10
#1,750
-
-
-
-
#1,750
-
15 May
15 May
15 May
NOK
#1,750
-
-
-
-
#1,750
-
2027
2029
2027 - 15
107.10
May 2029
Total
#5,250
-
#1,750
-
-
#3,500
-
Name and position
The main conditions of share option plans
Information regarding the reported financial year
Opening balance
During the year
Closing balance
1
Specificat ion of plan
2
Performa nce perioda)
3
Award date
4
Vesting Date
5
End of holding periodb)
6
Exercise period
7
Strike price of sharec)
8
Share options awarded at the beginning of the
yeard)
9
Share options awarded
10
Share options vested
11
Share options exercise d
12
Share options subject to a performa nce
condition
13
Share options awarded and unvested
14
Share options subject to a holding period
Snorre Blix
Plan granted 7 June 2023
1 Jan
2023
31 Dec
2023
7 June
7 Jun
7 Jun
7 Jun
NOK
#3,500
-
#3,500
-
-
-
-
VP, Global
2023
2024
2028
2025-7 Jun
69.50
Head of
2028
CLEANBU
Chartering
7 Jun
2025
7 Jun
2028
7 Jun
2026-7 Jun
NOK 69.50
#3,500
-
#3,500
-
-
-
-
2028
7 Jun
7 Jun
7 Jun
NOK
#3,500
-
-
-
-
#3,500
-
2026
2028
2026-7 Jun
69.50
2028
Plan
1 Jan
15 May
15 May
15 May
15 May
NOK
#3,500
-
#3,500
-
-
-
-
granted
2024
2024
2025
2029
2026 - 15
107.10
15 May
31 Dec
May 2029
2024
2024
15 May
15 May
15 May
NOK
#3,500
-
-
-
-
#3,500
-
2026
2029
2027 - 15
107.10
May 2029
15 May
15 May
15 May
NOK
#3,500
-
-
-
-
#3,500
-
2027
2029
2027 - 15
107.10
May 2029
Plan
1 Jan
27 March
27 Mar
27 Mar
27 Mar
NOK
-
#5,104
#5,104
-
-
-
-
granted
2025
2025
2026
2030
2027 - 27
27 March
31 Dec
Mar 2030
2025
2025
27 Mar
27 Mar
27 Mar
NOK
-
#5,104
-
-
-
#5,104
-
2027
2030
2028 - 27
Mar 2030
27 Mar
27 Mar
27 Mar
NOK
-
#5,105
-
-
-
#5,105
-
2028
2030
2028 - 27
Mar 2030
Total
#21,000
#15,313
#15,604
-
-
#20,709
-
Period reported for = financial year 2025
End of holding period = end of exercise period
The strike price to be reduced with dividends paid by the Company. Strike price included in the table is not adjusted for dividends paid
Awarded in 2023 and 2024
Any use of the right to reclaim
The Company has not had the possibility to reclaim and has not reclaimed variable remuneration during 2025.
Information on how the remuneration complies with the Remuneration Guidelines and how performance criteria were applied
The 2025 bonus has two parts: A formula element and a discretionary element. The formula bonus is based on return on equity, where the cap is reached at return on equity of 20%. The discretionary element for 2025 was based on the overall strong score for the targets agreed with Board of Directors for the year. This includes strong safety scores, positive progress on time/cost of larger projects and vetting results, increased market share of caustic soda solution into Australia and expansion of the CABU activities into Brazil, growth in the number of CLEANBU customers and concept approvals and attractive terms on debt financing of the newbuilding.
Please see Remuneration Guidelines for more information on how performance criteria apply to remuneration of Senior Executives.
Derogations and deviations from the Remuneration Guidelines and from the procedure for its implementation
The Company has not deviated from the procedure for the implementation of the Remuneration Guidelines and has not derogated from the Remuneration Guidelines itself in 2025 related to remuneration of leading personnel.
Comparative information on the change of remuneration and company performance
The table below contains information on the annual change of remuneration of each individual Senior Executive, of the performance of the Company and average remuneration on a full-time equivalent basis of employees of the Company other than Senior Executives over the five most recent financial years.
Annual change a)
2021-2020
2022-2021
2023-2022
2024-2023
2025-2024
b)
Engebret Dahm, CEO
+124/29%
+131/24%
+189/28% (+13/2%)d)
-187/-21% (-11/-2%)d)
-85/-12%
Liv H. Dyrnes, CFO and deputy CEO
+65/22%
+71/20%
+154/35% (+15/3%)d)
-132/-23% (+7/+1%)d)
-48/-11%
Geir Frode Abelsen, COOe)
n.a.
n.a.
n.a.
n.a.
n.a.
Håkon Arne Moltubakk, VP Head of Strategy and Business development e)
n.a.
n.a.
n.a.
n.a.
n.a.
Snorre Blix, VP Global Head of CLEANBU Chartering e)
n.a.
n.a.
n.a.
n.a.
n.a.
Anne Mette Hansen, VP Global Head of CABU Chartering e)
n.a.
n.a.
n.a.
n.a.
n.a.
Company performance
+12,265/25%
+45,173/73%
+27,992/26%
-8,431/-6%
-46,747/-37%
+7,418/49%
+38,269/169%
+26,030/43%
-5,489/-6%
-47,996/-59%
ROE (%-points change)
+3.2%-points
+11.0%-points
+2.7%-points
-1.0%-point
-14.0%-points
EEOI (grams CO2/(tons cargo x nautical miles) (absolute change/ % change)
0/0%
-0.5/7%
improvement
-0.4/6%
improvement
+0.1/2% worse
-0.5/8%
improvement
CO2 emissions/vessel (metric tons CO2/vessel-years) (absolute change/ % change)
-1,900/9% lower emissions
-900/5% lower emissions
+800/4% higher emissions
+900/5% higher emissions
n.a. (no longer a metrice in use)
Average remuneration on a full-time equivalent basis of employeesc)
+24/15%
+19/10%
+4/2%
-32/-15%
-14/-8%
The CEO
and the CFO and deputy CEO employment contracts were transferred from a related company in the Torvald Klaveness Group from 1 February 2020 and 1 April 2020 respectively. Comparable remuneration figures from the former employer in the Torvald Klaveness Group have been used for part of 2020. Remuneration in NOK to all Senior Executives with the exception of the VP, Global Head of CABU Chartering that is employed in Singapore with remuneration in SGD. Remuneration in NOK and SGD to other employees, hence USDNOK and USDSGD exchange rate changes impact the figures. Average 2020 USDNOK=9.43 and USDSGD=1.32. Average 2021 USDNOK=8.60 and USDSGD=1.35. Average 2022USDNOK=9.62 and USDSGD=1.38, year-end USDNOK=9.91 used for bonus calculation. Average 2023 USDNOK=10.57 and year-end USDNOK=10.20. 2023 USDSGD=1.34. Average 2024 USDNOK=10.75
and year-end USDNOK=11.34. 2024 USDSGD=1.35. Average 2025 USDNOK=10.40 and year-end USDNOK=10.06. 2025 USDSGD=1.29.
-
-year variable item 5 in table under Section 2.2. Remuneration of Senior Executives for the reported financial year -
2023 which impacts the change from 2022 to 2023 and from 2023 to 2024. Please see comment d) below.
Includes 13 employee-years in 2025, 11 employee-years in 2024, 10 employee-years in 2023, nine employee-years in 2022 and eight employee-years in 2020 and 2021. Annualized for employees starting during the year, while employees leaving during the year have not been included. Remuneration in NOK and SGD, see note a). As KCC has only 13 employees in addition to six Senior Executives, single employees can impact the figures quite considerably. E.g. composition of more junior employees versus more senior employees can impact the change on a Y-o-Y basis.
Both the CEO and the CFO and deputy CEO exercised all their options granted in 2019 during 2023. The value of the options was settled in cash and recognized as payroll expenses in 2023. The numbers in parentheses show the change excluded this one-off.
Defined as Senior Executives from 1 January 2025, hence no comparison figures included.
Remuneration to the Board of Directors
Remuneration to the Board of Directors is proposed by the Nomination Committee and approved by the Annual General Meeting (AGM). The members of the Board of Directors receive a fixed remuneration for the year based on the position. The members of the Audit Committee receive an additional fixed fee for these tasks. The Board of Directors do not have a remuneration committee or other committees other than the Audit Committee. The members of the Board of Directors do not receive profit-related remuneration, share options or pension benefit. The fees are benchmarked against peer companies, typically listed companies in Norway. The following was approved by the AGM in April 2025:
Chair of the Board of Directors: NOK 610,000 per annum
Member of the Board of Directors: NOK 370,000 per annum
Chair of the Audit Committee: NOK 100,000 per annum
Member of the Audit Committee: NOK 65,000 per annum
The following was paid to different Board members in 2025 and 2024 (remuneration is approved and paid in NOK and is hence impacted by changes in the USDNOK exchange rate):
2024
2025
Ernst Meyer (Chair of the Board) a)
57
59
Brita Eilertsen (Board member and Chair of Audit Committee)
44
45
Magne Øvreås (Board member and member of Audit Committee)
40
42
Gøran Andreassen (Board member) a)
34
36
Winifred Patricia Johansen (Board member until 23 April 2024)
11
-
Marianne Møgster (Board member from 23 April 2024)
23
36
Total
210
217
a) Remuneration paid to Klaveness AS, a wholly owned subsidiary of the main shareholder Rederiaksjeselskapet Torvald Klaveness. The persons are employed by Klaveness AS and compensation for board work is thus included in the regular salary since such positions are a part of their regular employment.
Information on shareholder vote
The Annual General Meeting of Klaveness Combination Carriers ASA was held as an electronic meeting at 09:00 CEST on 23 April 2025. Approval of the Remuneration Report was handled as item 4. Approval of remuneration to the members of the Board of Director was handled as item 6, while approval of the remuneration to the Nomination Committee was handled as item 8. Below table presents the voting results.
9
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Document ID: 4C1AD3A5ED334FF68EF840A85F7F0CBB
Statsautoriserte revisorer Ernst & Young AS
Stortorvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
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https://www.ey.no
Medlemmer av Den norske Revisorforening
To the General Meeting in Klaveness Combination Carriers ASA
INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REMUNERATION REPORT OpinionWe have performed an assurance engagement to obtain reasonable assurance that Klaveness Combination Carriers ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2025 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
Board of directors' responsibilitiesThe board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.
Our independence and quality controlWe are independent of the company in accordance with the requirements of the relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. The firm applies International Standard on Quality Management, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Auditor's responsibilitiesPenneo Dokumentnøkkel: Y8Q1Q-LC5D0-IYCX1-68W67-CJGWY-8LBNY
Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 - "Assurance engagements other than audits or reviews of historical financial information".
2
We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 7 April 2026 ERNST & YOUNG AS
The auditor's assurance report is signed electronically
Johan Lid Nordby
State Authorised Public Accountant (Norway)
Penneo Dokumentnøkkel: Y8Q1Q-LC5D0-IYCX1-68W67-CJGWY-8LBNY
Independent auditor's assurance report on remuneration report - Klaveness Combination Carriers ASA 2025
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På vegne av: Ernst & Young AS
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2026-04-07 13:26:32 UTC
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Klaveness Combination Carriers ASA published this content on April 08, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 08, 2026 at 10:04 UTC.
