ANNUAL
REPORT
2024
AMSC ASA
AMSC ASAAMSC ASA
THE AMSC SHARE 3
THIS IS AMSC ASA 4
KEY EVENTS 2024 5
SALE OF NORMAND MAXIMUS 6
COMPANY HISTORY 7
MANAGEMENT 8
BOARD OF DIRECTORS 9
BOARD OF DIRECTORS’ REPORT 11
BOARD RESPONSIBILITY STATEMENT 16
ANNUAL ACCOUNTS - GROUP 18
Consolidated Statement of Financial Position 19
Consolidated Income Statement 20
Consolidated Statement of Comprehensive Income 21
Consolidated Statement of Changes in Equity 21
Consolidated Cash Flow Statement 22
Notes to the Consolidated Accounts 23
NOTE 1: Accounting principles 23
NOTE 2: Wages and other personnel expenses 27
NOTE 3: Other operating expenses 27
NOTE 4: Financial items 28
NOTE 5: Tax 29
NOTE 6: Interest-bearing long-term receivables 30
NOTE 7: Other receivables 31
NOTE 8: Earnings per share 31
NOTE 9: Paid in capital 32
NOTE 10: Subsidiaries 32
NOTE 11: Investment in associated company 33
NOTE 12: Interest-bearing loans and liabilities 36
NOTE 13: Trade and other payables 36
NOTE 14: Financial instruments 37
NOTE 15: Shares owned or controlled 40
NOTE 16: Transactions and agreements with related parties 42
NOTE 17: Discontinued operations 42
NOTE 18: Climate risk 46
NOTE 19: Events after the balance sheet date 46
ANNUAL ACCOUNTS - PARENT 48
Statement of Financial Position 49
Income Statement 50
Statement of Comprehensive Income 50
Cash Flow Statement 51
Notes to the Accounts 52
NOTE 1: Accounting principles 52
NOTE 2: Shares in subsidiaries and associates 54
NOTE 3: Investment in associated company 55
NOTE 4: Financial assets short-term 58
NOTE 5: Tax 58
NOTE 6: Long-term receivables 59
NOTE 7: Total equity 60
NOTE 8: Cash and cash equivalents 61
NOTE 9: Other operating and financial income/expenses 62
NOTE 10: Shares owned by directors and management 62
NOTE 11: Guarantees 62
NOTE 12: Discontinued operations 63
NOTE 13: Events after the balance sheet date 64
AUDITORS’ REPORT 65
SHARE AND SHAREHOLDER INFORMATION 71
CORPORATE GOVERNANCE 75
CONTENT
2 - ANNUAL REPORT 2024
AMSC ASA
ANNUAL REPORT 2024 - 3
THE AMSC
SHARE
Dividends have been a key part of AMSC ASA’s equity story
since 2014, totaling NOK 4 426 million since Q2 2014. This
includes 44 consecutive quarters plus 1 additional dividend
payment. The NOK equivalent is more than NOK 67 per share.
-
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
4 500
Q2 2014
Q4 2014
Q2 2015
Q4 2015
Q2 2016
Q4 2016
Q2 2017
Q4 2017
Q2 2018
Q4 2018
Q2 2019
Q42019
Q2 2020
Q4 2020
Q2 2021
Q4 2021
Q2 2022
Q4 2022
Q2 2023
Q4 2023
Q1 2024
Q3 2024
Q1 2025
NOK mill.
ACCUMULATED DIVIDENDS
* Historical years adjusted for additional dividend paid in 2023
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
NOK
AMSC 5 -year shareprice development
AMSC 5-YEAR SHAREPRICE DEVELOPMENT *
2020-Mar-27
2020-Sep-27
2021-Mar-27
2021-Sep-27
2022-Mar-27
2022-Sep-27
2023-Mar-27
2023-Sep-27
2024-Mar-27
2024-Sep-27
2025-Mar-27
4 - ANNUAL REPORT 2024
AMSC ASA
THIS IS
AMSC ASA
AMSC ASA (“AMSC”) is an investment company focused on
the maritime sector, established in 2005 and headquartered in
Lysaker, Norway.
AMSC is listed on the Euronext Oslo
Stock Exchange with the ticker “AMSC”
and admitted to OTC Markets in New
York with the ticker “ASCJF”.
AMSC currently holds a 19.6% share-
holding in Solstad Maritime Holding AS
(“Solstad Maritime”). In connection with
the intended listing of Solstad Maritime,
the Board of Directors of AMSC intends
to propose to distribute the shareholding
in Solstad Maritime to its shareholders.
As a consequence of this, it is a natural
next step for AMSC to work towards a
full liquidation of the company subse-
quent to the distribution of the Solstad
Maritime shares if approved by the
General Meeting.
ANNUAL REPORT 2024 - 5
AMSC ASA
FINANCIAL CALENDAR 2025
24 April Annual General Meeting 2025
7 May 1st quarter interim results 2025
14 July 2nd quarter interim results 2025
30 October 3rd quarter interim results 2025
(dates subject to change)
KEY EVENTS
2024
PURCHASE OF SOLSTAD MARITIME
SUBSCRIPTION RIGHTS AND SHARES
During the second quarter 2024 AMSC
acquired 5,840,232 subscription rights in
Solstad Maritime at NOK 9.10 per right
and subsequently exercised the right to
participate in the equity issue at a price of
NOK 11.82 per share increasing its stake
to 19.4%.
During the third quarter 2024 AMSC
acquired 980,000 shares in Solstad Mar-
itime increasing its stake to 19.6% with
ownership totaling 91,422,601 shares.
Solstad Maritime owns 33 vessels of
which 11 units are AHTS and 22 units are
CSVs.
SALE OF THE NORMAND MAXIMUS
AMSC participated in the refinancing of
Solstad Offshore ASA (Solstad Offshore)
through its contribution of 100% of the
shares in Offshore Leasing 1 AS (“OSL1”)
which owns the CSV Normand Maximus
with corresponding bareboat contract
and secured bank debt, in kind, in return
for new common shares in Solstad
Maritime. Upon the completion of the
sale in January 2024, AMSC held 21.1%
of Solstad Maritime which was reduced
to 18.2% after the announced NOK 750
million equity offering to existing Solstad
Offshore shareholders during the second
quarter 2024.
AMSC ASA
6 - ANNUAL REPORT 2024
AMSC ASA
ANNUAL REPORT 2024 - 7
COMPANY
HISTORY
2023
Ї Closed the sale of 10 Jones Act
tankers to funds managed by U.S.
based Maritime Partners for a total
consideration of USD 746.7 million
Ї Announced the sale of CSV
Normand Maximus for USD 177.5
million to be contributed in kind
against a substantial shareholding
in Solstad Maritime
Ї Paid dividends totaling USD 199.5
million (USD 2.78 per share) for the
calendar year
2022
Ї Acquisition of the subsea construc-
tion vessel, Normand Maximus for
USD 157 million funded with USD
110 million secured loan, proceeds
from an equity private placement
and cash on hand adding USD
151.5 million in contracted lease
backlog
Ї Issued 11.2 million new shares in a
private placement raising USD 37.6
million net proceeds
Ї Employed three U.S. Jones Act
tankers to a new counterparty for
AMSC, securing almost USD 90
million in contracted lease backlog
Ї OSG elected to extend six vessels
for three years, adding almost USD
160 million in contracted lease
backlog
2021
Ї Closed USD 20 million unsecured
bond tap issue
Ї Increased quarterly dividends by
20% supported by company’s free
cash flow
2020
Ї Closed USD 305 million senior
secured financing for 9 ships with
maturity in 2025
Ї Closed USD 200 million unsecured
bond with maturity in 2025
2019
Ї Philly Tankers AS dissolved with
USD 16.3 million received of
total of USD 28.8 million in total
after-tax proceeds
Ї OSG elected to extend four vessels
for 3 years increasing AMSC’s
charter backlog
2018
Ї OSG elected to extend all nine
vessels up for renewal, effectively
increasing AMSC’s average bare-
boat charter duration to 3.5 years
2017
Ї Raised USD 220 million senior un-
secured bond used to refinance the
outstanding bond with maturity in
February 2018
Ї Received USD 12.5 million in dis-
tributions from Philly Tankers from
its sale of all four product tanker
newbuild contracts
2016
Ї First Philly Tankers newbuild
contract and related assets sold to
subsidiaries of Kinder Morgan
2015
Ї Refinancing of secured vessel debt
completed with USD 450 million in
new secured debt
Ї Philly Tankers secured long-term
time charters on its first two
ships, declared its two options
with Philly Shipyard and entered
into an agreement to sell all four
tanker contracts upon delivery to
a subsidiary of Kinder Morgan, Inc.
for a total consideration of USD
568 million
2014
Ї Effective 5 August 2014, OSG
emerged from bankruptcy and
all of AMSC’s contracts with OSG
were assumed and accepted.
Ї In July, AMSC made its first quar-
terly dividend distribution of USD
0.10. AMSC expects to continue
paying regular quarterly dividends
and aims to grow the dividend
distribution over time, as the com-
pany’s cash flow improves.
Ї Invested in Philly Tankers AS,
together with key financial inves-
tors, to build two product tankers
at Aker Philadelphia Shipyard, to
be delivered in Q3 2016 and Q1
2017, for operations in the Jones
Act market
2013
Ї Completed a major recapital-
ization of the Company (January
2014) including USD 120 million
private placement, conversion of
subordinated debt to equity and
amendments to vessel debt and
bond loan
Ї Negotiated agreement with OSG
for conversion of one of the ten
product tankers into a shuttle
tanker for a long term time charter
with Shell
Ї OSG remained in Chapter 11; all
charter hire payments were made
in accordance with the bareboat
charter agreements
2012
Ї Negotiated extension of maturity
of vessel debt to June 2016
Ї Achieved bareboat charter exten-
sions with OSG to December 2019
Ї OSG filed for Chapter 11 bankrupt-
cy protection
2011
Ї Took delivery of final product tank-
er in build series with AKPS
Ї Extended maturity of the NOK
bond for 6 years
Ї Maintained ongoing compliance
with conditions of OSG Settlement
2010
Ї Took delivery of two product tankers
Ї Sold second shuttle tanker con-
tract to OSG
2009
Ї Finalized settlement agreement
with OSG that settled all com-
mercial disputes between the
companies
Ї Took delivery of two additional
tankers; sold first of two shuttle
tanker contracts to OSG
2008
Ї Aker ASA reduced its ownership in-
terest to 19.9% in compliance with
U.S. Jones Act foreign ownership
restrictions
Ї Name changed from Aker American
Shipping ASA to American Shipping
Company ASA. Trading ticker also
changed from AKASA to AMSC
Ї Took delivery of two more product
tankers
2007
Ї Obtained take-out financing for the
ten vessels and issued NOK 700
million bond for investments in
vessels and operations
Ї Split of Aker American Shipping’s
ship owning operations from its
ship building operations, estab-
lishing Aker Philadelphia Shipyard
ASA (AKPS)
Ї Took delivery of the first three
product tankers
2005
Ї Closed a ten ship bareboat
charter agreement with Overseas
Shipholding Group, Inc. (OSG) and
placed corresponding ten ship
order at Philadelphia Shipyard
Ї Aker American Shipping ASA
(AKASA) established, Philadelphia
Shipyard acquired and company
listed on Oslo Stock Exchange
2024
Ї Closed the sale of Normand
Maximus in kind for shares in
Solstad Maritime
Ї Increased its stake in Solstad
Maritime through rights and
share purchases to 19.6%
AMSC ASA
8 - ANNUAL REPORT 2024
Pål L. Magnussen was appointed
President and CEO of AMSC effective
1 January 2015. He previously served
as AMSC’s CFO from 1 June 2014. A
Norwegian national, Mr. Magnussen
previously held the position as Director of
the Investment Banking Division in DNB
Markets where he worked since 2007
focusing on the shipping and offshore
sectors. Prior to that, he worked for five
years as Vice President of Corporate
Banking in DNB Bank’s shipping and off-
shore division. He has significant experi-
ence from international shipping finance
and has been based in New York, Singa-
pore and Oslo. Mr. Magnussen presently
serves as a board member of Solstad
Maritime Holding AS. Mr. Magnussen
holds an MBA from Columbia University,
New York and a Master of Science from
the Norwegian School of Management,
Oslo. As of 31 December 2024, he holds
240,000 shares in the Company.
Morten Bakke was appointed Chief
Financial Officer from April 2016. He has
multiple years of corporate finance, ship-
ping and offshore experience of which
10 years with DVB Corporate Finance
in London and Oslo and previously with
Chartered Accountants Moore Stephens
and Credit Suisse, both in London. Mr.
Bakke has advised multiple offshore,
shipping and private equity firms on a
variety of M&A deals and holds a MSC
in Shipping, Trade and Finance from
Bayes Business School in London and
BA in Business Studies from University
of Greenwich. Mr. Bakke is a Norwegian
national and as of 31 December 2024,
holds 150,000 shares in the Company
through MB Capital AS.
PÅL LOTHE MAGNUSSEN
President / CEO
MORTEN BAKKE
CFO
MANAGEMENT
ANNUAL REPORT 2024 - 9
AMSC ASA
Annette Malm Justad (born1958) has
been a member of AMSC ASA’s Board of
Directors since December 2007 and was
elected as chair of the Board in 2010.
From 2006 through 2010, she held the
position of CEO of Eitzen Maritime Ser-
vices ASA, a Norwegian marine shipping
services Company. Prior to that she has
held various positions in large companies
such as Yara International ASA, Norgas
Carriers/IM Skaugen ASA, and Norsk
Hydro ASA. Presently, Ms. Justad is a
partner at Recore, chair of Store Norske
Spitsbergen Kulkompani AS, Småkraft
AS and Freddie Ocean Distillery, a board
member of Torm plc, Awilco LNG ASA and
PowerCell Sweden AB. Ms. Justad holds a
Master’s degree of Technology Manage-
ment from NTH/MIT (Sloan School) /NTH/
NHH in addition to an MSc in Chemical
Engineering from NTH.
Ms. Justad serves as an independent
director. As of 31 December 2024, Ms.
Justad holds 12,523 shares in the Compa-
ny, and has no stock options. Ms. Justad
is a Norwegian citizen. She has been
re-elected for the period 2023-2025.
Peter D. Knudsen (born 1957) is the Chair
of NorthCape AS, a financial advisory firm.
Mr. Knudsen was previously the CEO of
Oslo listed Camillo Eitzen & Co. ASA from
November 2008 to February 2012. Prior
to Camillo Eitzen & Co. ASA, Mr. Knudsen
was employed by Nordea Bank (Shipping
Offshore and Oil Services) for 15 years,
and his last position was as a General
Manager of Nordea Bank in Singapore. Mr.
Knudsen has also been employed with
GIEK, Den norske Creditbank, Jøtun Fonds
and Stemoco Shipping. He is presently
also a board member of OSX listed Pareto
Bank ASA. Mr. Knudsen holds an MBA
from Arizona State University.
Mr. Knudsen serves as an independent di-
rector. He is a Norwegian citizen and as of
31 December 2024, holds 55,000 shares
of stock in the Company through Vilja AS.
Mr. Knudsen has been a Board Member
of AMSC ASA since 2012 and has been
re-elected for the period 2024-2026.
Frank O. Reite (born 1970) first joined Aker
in 1995 and held the position as CFO in
Aker ASA from August 2015 until August
2019. Mr. Reite has previously held the
position as President & CEO of Akastor and
a variety of executive positions in the Aker
group, including overseeing and developing
Aker’s investments in Converto Capital
Fund AS, Havfisk ASA, Norway Seafoods
AS and Aker Yards ASA. Mr. Reite also has
experience from banking and served as Op-
erating Director at Paine & Partners, a New
York-based private equity firm. Mr. Reite’s
current board positions include being chair
of Converto AS, Akastor ASA, Norron AB,
Solstad Maritime Holding AS, deputy chair
of the board and chair of the audit com-
mittee in Aker ASA, and director of Solstad
Offshore ASA and Aker Biomarine ASA. He
holds a B.A. in Business Administration
from BI Norwegian Business School in Oslo.
Mr. Reite previously served on the board of
AMSC from 2011 through 2012.
Mr. Reite holds zero shares in AMSC as
of 31 December 2024, and has no stock
options. He is a Norwegian citizen and has
been elected for the period 2024-2026.
ANNETTE MALM JUSTAD
Chair
PETER D. KNUDSEN
Board member
FRANK O. REITE
Board member
BOARD OF DIRECTORS
AMSC ASA
10 - ANNUAL REPORT 2024
ANNUAL REPORT 2024 - 11
AMSC ASA
AMSC ASA (“AMSC” or the
“Company”) is a maritime
investment company which
historically owned a modern
fleet of nine product tankers,
one shuttle tanker and one
subsea construction vessel
operating on bareboat charters
with various counterparties in
the U.S. domestic (“Jones Act”)
and international offshore
markets. During 2023, AMSC
sold its Jones Act business and
during 2024 sold its subsea
construction vessel (“CSV”). The
Company presently has a 19.6%
shareholding in Solstad Mari-
time AS (“Solstad Maritime”).
THE GROUP’S BUSINESS ACTIVITIES
The main entities in the AMSC Group
(the “Group”) are the Norwegian holding
company AMSC ASA and its wholly owned
Norwegian subsidiary Offshore Leasing I AS
(“OSL1”) owning the CSV Normand Maxi-
mus. OSL1 was sold on 16 January 2024
(see further details below). AMSC ASA is
domiciled in Lysaker, Norway, and listed on
the Euronext Oslo Stock Exchange.
Historically AMSC’s business model has
been to invest in maritime assets and
companies in order to generate long-term
stable cash flows. However, as a result of
Solstad Maritime’s announcement to list
on the Euronext Oslo Børs, the Board of
Directors of AMSC intends to propose to
distribute its shares in Solstad Maritime
to its shareholders. AMSC believes a
distribution of its Solstad Maritime shares
allows for a more efficient ownership
structure giving AMSC shareholders direct
ownership in Solstad Maritime. Distribu-
tion of the Solstad Maritime shares will
be subject to approval at an extraordinary
general meeting in AMSC, and to the
completion of the intended listing of Sol-
stad Maritime on Euronext Oslo Børs. As
a consequence, AMSC intends to liquidate
and delist once distribution of Solstad
Maritime shares is completed.
The Company has no research and devel-
opment activity.
KEY EVENTS 2024
Sale of the Normand Maximus
On 16 January 2024 AMSC contributed
100% of the shares of OSL1, which owns
the CSV Normand Maximus with corre-
sponding bareboat contract and secured
bank debt, in kind, in return for 21.1% of
new common shares in Solstad Maritime.
The contribution in kind was based on an
enterprise value of OSL1 of USD 177.5
million, with the equity value of AMSC’s
contribution being NOK 1,000 million.
Following the capital increase in Solstad
Maritime, registered on 19 June 2024,
AMSC’s ownership was reduced from
21.1% to 19.4%. On 15 August AMSC
purchased 980 000 shares in Solstad
Maritime, which increased AMSC’s hold-
ing to 91 422 601 shares representing an
ownership of 19.6%.
REVIEW OF THE CONSOLIDATED
ANNUAL ACCOUNTS
AMSC prepares and presents its con-
solidated accounts according to IFRS®
Accounting Standards (“IFRS”) as adopted
by the EU. Following the sale of the
Company’s investment in the US (ATHC)
in 2023, AMSC changed its functional and
presentation currency from USD to NOK
effective 1 January 2024. The change in
presentation currency is applied retro-
spectively in accordance with IAS 8 in the
consolidated financial statements.
Consolidated Income statement
The Group’s leasing revenues for the
twelve months of 2024 were zero (zero
in the same period 2023) due to leasing
activities being classified as discontinued
operations during the periods. EBITDA
was negative NOK 33.8 million in the
full year 2024, compared to negative
NOK 57.6 million in the full year 2023.
EBIT was negative NOK 33.8 million in
BOARD OF
DIRECTORS’
REPORT
12 - ANNUAL REPORT 2024
AMSC ASA
the twelve months ending 31 December
2024 (negative NOK 57.6 million in the
same period of 2023).
Net financial income for the full year
2024 was NOK 65.5 million (Net financial
expense of NOK 1.4 million in the full
year 2023). The Group recognized a net
foreign exchange gain of NOK 39.5 million
during the full year 2024 (NOK 16.0 mil-
lion loss during the full year 2023). The
Group recognized a share of profit from
Solstad Maritime of NOK 421.7 million in
2024.
The Group had a net profit before tax
from continuing operations for the twelve
months ending 31 December 2024 of
NOK 453.4 million (loss of NOK 59.0
million for the twelve months ending 31
December 2023). Non-cash income tax
expense was NOK 0.1 million in 2024
(NOK 55.4 million in 2023). Income tax
expense for 2024 was NOK 8.3 (NOK 4.2
million in 2023). Net profit for the twelve
months ending 31 December 2024 from
continuing operations was NOK 444.9
million compared to net loss of NOK
118.7 million for the twelve months
ending 31 December 2023. Profit from
discontinued operations for the twelve
months ending 31 December 2024 was
NOK 381.6 million (NOK 1 653.7 million
for the same period 2023). Net profit was
NOK 826.5 million in 2024 compared to
NOK 1 535.0 million in 2023.
The 2024 basic and diluted earnings per
share (EPS) were NOK 11.5 from total
operations, including both continuing
and discontinuing operations. The cor-
responding figures for 2023 were NOK
21.36, for both basic and diluted EPS.
Profit from discontinued operations
Leasing revenues as of 31 December
2024 were NOK 13.9 million, compared
to NOK 1 100.0 million in 2023. Operating
profit totaled NOK 13.9 million in 2024
and NOK 758.2 million in 2023. Profit
from sale of OSL1 was NOK 370.4 million
in 2024, while profit from sale of ATHC
was NOK 1 371.4 million in 2023. Profits
before tax in 2024 and 2023 were NOK
384.8 million and NOK 1 640.9 million.
Profit for the period from discontinued op-
erations were NOK 381.6 million in 2024,
compared to NOK 1 653.7 million in 2023.
Consolidated Cash flow statement
In 2024, the operating cash flow is
composed of primarily expenses from
continuing operations. Total net cash flow
used in operating activities in 2024 was
negative NOK 15.7 million (negative NOK
66.5 million in 2023).
In 2024 there where negative NOK 277.1
million in investing activities. The amount
composes of investment in bank bonds
of NOK 397.8 million, proceeds from
investment in bank bonds of NOK 218.8
million, purchase of shares, rights and
funding of Solstad Maritime equity raise
of NOK 143.7 million, as well as dividends
received from Solstad Maritime of NOK
45.7 million. In 2023, there were no cash
flows used in investing activities from con-
tinuing operations. There were cash flows
from investing activities from discontinued
operations in 2024 and 2023 of negative
NOK 27.6 million and NOK 1 965.0 million.
Net cash flow used in financing activ-
ities in 2024 was negative NOK 157.3
million, which included NOK 3.4 million
in proceeds of treasury shares and NOK
160.6 million in paid dividends. Net cash
flow from financing activities in 2023
was NOK 2 202.8 million, which included
NOK 4.1 million in purchase of treasury
shares and NOK 2 198.7 million in divi-
dends paid. Cash flow from discontinued
operations totaled NOK 179.7 million for
financing activities in 2024, compared
to negative NOK 607.2 million from
financing activities from discontinued
operations in 2023.
Consolidated Statement of
financial position
As of 31 December 2024, AMSC Group
had cash on deposit with banks total-
ing 172.8 million. The corresponding
amounts for 2023 were NOK 429.5
million in cash on deposit with banks.
The group had investment in bank bonds
of NOK 196.7 million as of 31 December
2024. Other current assets were NOK 1.4
million as of 31 December 2024. Other
current assets in 2023 were NOK 6.8
million.
As of 31 December 2024, non-current
assets were NOK 1 608.4 million, con-
sisting of NOK 1 608.2 million in Solstad
Maritime and NOK 0.2 million in deferred
tax. Total non-current assets in 2023
relates to deferred tax of NOK 0.3 million.
Assets classified as held for sale as of
31 December 2023 were NOK 1 515.0
million.
As of 31 December 2024, total assets
were NOK 1 979.3 million (NOK 1 951.6
million as of 31 December 2023). As of
31 December 2024, total equity was
NOK 1 979.4 million. The equity ratio was
99.4 %. Corresponding amounts for 2023
were NOK 1 164.8 million and 59.7 %,
respectively.
Total current liabilities as of 31 December
2024 were NOK 12.8 million, consisting
of NOK 3.5 million in trade and other
payables and NOK 9.3 million in tax
payable. The corresponding total current
liabilities as of 31 December 2023 were
NOK 786.8 million, consisting of NOK 9.6
million in trade and other payables, 36.5
million in dividend payable and 740.6 mil-
lion in liabilities directly associated with
assets classified as held for sale.
Non-current liabilities totaled zero on 31
December 2024 and 2023.
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2024 - 13
AMSC ASA
REVIEW OF THE PARENT COMPANY
ANNUAL ACCOUNTS
AMSC prepares and presents its parent
company accounts as of 1 January 2023,
in accordance with simplified IFRS.
Following the sale of the Company’s
investment in the US (ATHC) in 2023,
AMSC changed its functional and pre-
sentation currency from USD to NOK
effective 1 January 2024. The change in
presentation currency is applied retro-
spectively in accordance with IAS 8 in the
financial statements. As a consequence
of subsidiaries sold and reclassified as
held for the sale, the parent company
presents the same figures for 2024 and
2023 as the consolidated income figures,
with the only difference being profit from
discontinued operations and profit from
the period.
Income statement
EBITDA was negative NOK 33.8 million in
the full year 2024, compared to negative
NOK 57.6 million in the full year 2023.
Net financial income for the full year
2024 was NOK 65.5 million (Net financial
expense of NOK 1.4 million in the full year
2023).
The Company had a net profit before tax
from continuing operations for the twelve
months ending 31 December 2024 of
NOK 453.4 million (loss of NOK 59.0
million for the twelve months ending 31
December 2023). Non-cash income tax
expense was NOK 0.1 million in 2024
(NOK 54.7 million in 2023). Income tax
expense for 2024 was NOK 9.3 (NOK 4.2
million in 2023). Net profit for the twelve
months ending 31 December 2024 from
continuing operations was NOK 443.9
million compared to net loss of NOK
117.8 million for the twelve months
ending 31 December 2023. Profit from
discontinued operations for the twelve
months ending 31 December 2024 was
NOK 172.7 million (NOK 1 541.0 million
for the same period 2023). Net profit was
NOK 616.7 million in 2024 compared to
NOK 1 423.1 million in 2023.
Profit from discontinued operations
Revenues as of 31 December 2024 were
zero, compared to 19.0 million in 2023.
Operating profit were zero in 2024 and
NOK 19.0 million in 2023. Profit from sale
of OSL1 was NOK 168.3 million in 2024,
while profit of sale from ATHC was NOK
1 083.1 million in 2023. Profit for the pe-
riod from discontinued operations were
NOK 172.7 million in 2024, compared to
NOK 1 541.0 million in 2023.
Cash flow statement
In 2024, the operating cash flow is
composed of primarily expenses from
continuing operations. Total net cash flow
used in operating activities in 2024 was
negative NOK 15.7 million (negative NOK
25.5 million in 2023).
In 2024 there where negative NOK 277.1
million in investing activities. The amount
composes of investment in bank bonds,
proceeds from investment in bank bonds,
purchase of shares in, rights and funding
of Solstad Maritime equity raise, in
addition dividend received from Solstad
Maritime. In 2023, there were no cash
flows used in investing activities from
continuing operations.
Net cash flow used in financing activ-
ities in 2024 was negative NOK 157.3
million, which included NOK 3.4 million
in proceeds of treasury shares and NOK
160.6 million in paid dividends. Net
cash flow from financing activities in
2023 was NOK 2 202.8 million, which
included NOK 4.1 million in purchase
of treasury shares and NOK 2 198.7
million in dividends paid. Cash flow from
discontinued operations totaled NOK
162.3 million in 2024, compared to
NOK 2 482.3 million from discontinued
operations in 2023.
Statement of financial position
As of 31 December 2024, AMSC had cash
on deposit with banks totaling NOK 172.8
million. The corresponding amounts for
2023 were NOK 429.5 million in cash on
deposit with banks.
The Company had investments in bank
bonds of NOK 196.7 million as of 31 De-
cember 2024. Other current assets were
NOK 1.4 million as of 31 December 2024.
Other current assets in 2023 were NOK
6.8 million in other short-term receiv-
ables and 157.8 million on short-term
receivables from group companies.
As of 31 December 2024, non-current
assets were NOK 1 608.4 million, con-
sisting of NOK 1 608.2 million in Solstad
Maritime and NOK 0.2 million in deferred
tax. Total non-current assets in 2023
relates to deferred tax of NOK 0.3 million.
Assets classified as held for sale as of 31
December 2023 were NOK 831.7 million.
As of 31 December 2024, total assets
were NOK 1 979.3 (NOK 1 426.2 million
as of 31 December 2023). As of 31
December 2024, total equity was NOK
1 966.4 million. The equity ratio was
99.4 %. Corresponding amounts for 2023
were NOK 1 380.0 million and 96.8 %,
respectively.
Total current liabilities as of 31 December
2024 were NOK 12.8 million, consisting of
NOK 3.5 million in trade and other payables
and NOK 9.3 million in tax payable. The
corresponding total current liabilities as of
31 December 2023 were NOK 46.2 million,
consisting of NOK 9.6 million in trade and
other payables, 36.5 million in dividend
payable. Non-current liabilities totaled zero
on 31 December 2024 and 2023.
RISKS
Counterparty risk
The operational risks facing AMSC is
indirectly related to the operational
BOARD OF
DIRECTORS’
REPORT
14 - ANNUAL REPORT 2024
AMSC ASA
and financial performance of Solstad
Maritime and their operation of vessels,
re-chartering risk as well as overall
market risk.
Climate and political risk
AMSC has considered its climate risk.
AMSC’s business could be affected by
climate change through increased financ-
ing costs and costs related to regulatory
changes, amongst other things. AMSC
is also exposed to regulatory risk and
political risk.
Financial risk and risk management
AMSC’s activities expose it to a variety of
financial risks, including but not limited
to, market risk, currency risk, interest
rate risk, counterparty risk and price risk.
Through the shareholding in Solstad
Maritime, AMSC is also exposed to
fluctuating share prices and indirectly the
operational, financial, climate and other
risks which Solstad Maritime is exposed
to. AMSC’s overall risk management pro-
gram focuses on the unpredictability of
financial markets and seeks to minimize
potential adverse effects on AMSC’s
financial performance. The Group is also
exposed to risk related to changes in
taxes in Norway.
THE GOING CONCERN ASSUMPTION
On 22 January the Company announced
its intended liquidation. As part of this
process the board of directors propose
that the Company will distribute its assets
to the shareholders and be liquidated
during 2025, subject to approval at the
Annual General Meeting and the suc-
cessful listing of the Solstad Maritime
shares. AMSC has sufficient cash and
expectations of future dividends from its
Solstad Maritime investment and may ac-
cordingly continue as a going concern if a
liquidation is not completed. Management
has concluded that the IFRS® Account-
ing Standards and related accounting
principles provide relevant and reliable
information and have therefore prepared
these financial statements using the IFRS
accounting policies as set out above.
PARENT COMPANY ACCOUNTS AND
ALLOCATION OF INCOME FOR THE YEAR
The profit and loss account of AMSC
shows an after-tax profit for the year
2024 of NOK 616.7 million. AMSC ASA
is the Norwegian parent company which
historically owned 100% of the U.S. and
Norwegian subsidiaries.
The Board of Directors has allocated the
profit for the year as shown below:
Dividend payments (NOK 122 169)
Transferred from
share premium NOK 122 169
Transferred to
other equity NOK 705 202
Total allocated NOK 705 202
The Board of Directors was granted
authorization to pay dividends based on
the Company’s annual accounts for 2023
at the Annual General Meeting in 2024,
which is valid up to the Company’s Annu-
al General Meeting in 2025 subject to the
Board evaluating the liquidity position of
the Company. Such authorization facili-
tates payment of dividend by the Board
of Directors on a quarterly basis.
CORPORATE SOCIAL RESPONSIBILITY
AND ESG REPORTING
In accordance with the Norwegian Ac-
counting Act §3-3, section c, the Board
has assessed AMSC’s Corporate Social
Responsibility (CSR) in the following
areas: human rights, labor standards,
environment and corruption. In addition,
AMSC is committed to report on ESG,
which is the consideration of environ-
mental, social and governance factors
in the day-to-day operations of the
Company. As the investment in Solstad
Maritime is AMSC’s primary asset, most
of its exposure is indirect from Solstad
Maritime. AMSC’s statement on its com-
pliance with the Transparancy Act can be
found on www.amscasa.com.
Environment
AMSC’s principal investment is the shares
in Solstad Maritime and the Company
therefore has limited direct environ-
mental impact. Solstad Maritime has
for a long time systematically worked to
reduce environmental effects of its oper-
ation. The Solstad Green Operations pro-
gram has been in place since 2009 and
has the purpose of reducing consumption
of fuel and emissions. Compared to the
2010 baseline, Solstad Maritime has re-
duced vessel emissions per day by about
20% on average. Solstad Maritime is
committed to the Hong Kong convention
regarding recycling of vessels and has an
active program for waste management
and waste reduction.
Social
AMSC does not have any formal policies
covering safety of personnel, workers’
rights and the environment as the crew-
ing of vessels are done directly in Solstad
Maritime. Nevertheless, our policy is to
meet our responsibilities by choosing
reputable business partners following
the laws and regulations applicable to
our employees. In addition, during Q1
2023, the Company opened a whistle-
blower channel in accordance with the
requirements in the Norwegian Working
Environments Act (no: Arbeidsmiljøloven)
to mitigate risk of AMSC’s vendors and
business partners not subscribing to
basic human rights and good working
conditions. We believe both AMSC and
our business partners share a common
commitment to work safely and in a
manner that protects and promotes the
health and well-being of the employees
and the environment. AMSC has two
full time employees who are senior
executives who work in offices in Norway.
The Company has agreements with Aker
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2024 - 15
AMSC ASA
ASA and Aker U.S. Services, LLC which
primarily include office services and tax
services. The Company allows a flexible
working schedule and work location for
its employees.
AMSC seeks to be an attractive employer,
focused on employee retention, and
maintains a working environment with
competitive compensation and benefits
that is open and fair. AMSC is committed
to providing equal opportunity regardless
of race, ethnic background, gender, reli-
gion, age or any other legally protected
status. Because the Company has so few
employees, its human resource policies,
including those on discrimination, are
not formalized but follow the laws and
practices customary to the geographical
location of each of its offices.
At year-end 2024, the chair of the board
of directors is a woman.
Governance
As an Euronext Oslo Stock Exchange
listed company, AMSC complies with
stringent governance rules. AMSC ASA’s
corporate governance policy exists to
ensure an appropriate division of roles
among the company’s owners, board of
directors, and executive management.
Such a separation of roles ensures that
goals and strategies are prepared, adopt-
ed corporate strategies are implemented,
and the results achieved are subject to
verification and follow-up. With the small
size of AMSC’s staff and the location and
nature of its operations, the Board sees
the risk of corruption as low. AMSC does
not have any other ongoing initiatives to
address corruption. AMSC’s corporate
governance guidelines are presented in
greater detail on page 75 of this annual
report and it is the Board’s opinion that
the Company’s corporate governance
policy is effectively applied. Based on
the relatively simple business model
and small size of the Company’s staff,
the Board believes that adequate steps
have been taken to mitigate the internal
control risk.
Good corporate governance, that is, prop-
er board conduct and company manage-
ment, are key to AMSC’s efforts to build
and maintain trust. AMSC is committed
to maintaining an appropriate division of
responsibilities between the Company’s
governing bodies, its Board of Directors,
and management. AMSC has compared
the Norwegian requirements and recom-
mendations on corporate governance for
listed companies with the Company’s own
corporate governance procedures and
practice. The findings show that the Com-
pany is in compliance with respect to the
requirements and substantially in confor-
mance with those recommendations. Any
deviations from the recommendations are
explained in the Corporate Governance
report on page 75.
The Company’s board chair is elected
at the Company’s annual shareholders’
meeting and the shareholder-elected
directors are elected for two year terms.
The Board members of AMSC as of 31
December 2024 are as follows:
Chair Annette Malm Justad
Board Member Peter D. Knudsen
Board Member Frank O. Reite
Two of the three members of the Board
are independent of the Company’s signifi-
cant shareholders and significant business
associates. Further description of the
Board Members is provided on page 9.
BOARD OF
DIRECTORS’
REPORT
Lysaker, 31 March 2025
The Board of Directors - AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite
Chair Board Member Board Member
Pål Magnussen
President/CEO
16 - ANNUAL REPORT 2024
AMSC ASA
AMSC ASA’s consolidated financial state-
ments have been prepared in accordance
with IFRS® Accounting Standards as
adopted by the EU and additional dis-
closure requirements in the Norwegian
Accounting Act. The separate financial
statements for AMSC ASA have been
prepared in accordance with simplified
IFRS. The Board of Directors’ Report for
the group and the parent company is in
accordance with the requirements in the
Norwegian Accounting Act and Norwe-
gian Accounting Standard no. 16 as of 31
December 2024.
To the best of our knowledge:
The consolidated and parent annual
financial statements for 2024 have been
prepared in accordance with the applica-
ble accounting standards.
The consolidated and parent annual
financial statements give a true and fair
view of the assets, liabilities, financial
position and profit as a whole as of and
for the year ended 31 December 2024 for
the group and the parent company.
The Board of Directors’ Report for the
group and the parent company includes a
true and fair review of:
the development and performance of
the business and the position of the
group and the parent company
the principal risks and uncertainties
the group and the parent company
face
Today, the Board of Direc-
tors and the President/CEO
reviewed and approved the
Board of Directors’ Report and
the consolidated and parent
company annual financial
statements for AMSC ASA as
of and for the year ended 31
December 2024 (Annual Re-
port 2024).
BOARD
RESPONSIBILITY
STATEMENT
Lysaker, 31 March 2025
The Board of Directors - AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite
Chair Board Member Board Member
Pål Magnussen
President/CEO
AMSC ASA
ANNUAL REPORT 2024 - 17
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 19
CONSOLIDATED INCOME STATEMENT 20
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 21
CONSOLIDATED CASH FLOW STATEMENT 22
NOTES TO THE CONSOLIDATED ACCOUNTS 23
NOTE 1: Accounting principles 23
NOTE 2: Wages and other personnel expenses 27
NOTE 3: Other operating expenses 27
NOTE 4: Financial items 28
NOTE 5: Tax 29
NOTE 6: Interest-bearing long-term receivables 30
NOTE 7: Other receivables 31
NOTE 8: Earnings per share 31
NOTE 9: Paid in capital 32
NOTE 10: Subsidiaries 32
NOTE 11: Investment in associated company 33
NOTE 12: Interest-bearing loans and liabilities 36
NOTE 13: Trade and other payables 36
NOTE 14: Financial instruments 37
NOTE 15: Shares owned or controlled 40
NOTE 16: Transactions and agreements with related parties 42
NOTE 17: Discontinued operations 42
NOTE 18: Climate risk 46
NOTE 19: Events after the balance sheet date 46
GROUP
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS - GROUP
AMSC ASA
ANNUAL REPORT 2024 - 19
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
31. Dec. 31. Dec. 1. Jan.
Amounts in NOK thousands Note 2024 2023 2023
ASSETS
Investments accounted for using the equity method 11 1 608 180
Vessels - 7 400 734
Deferred tax assets 5 193 308 28 879
Interest-bearing long-term receivables 6 - 171 571
Derivative financial assets - 45 913
Other non-current assets - 3 123
Total non-current assets 1 608 373 308 7 650 220
Other receivables 7, 14 1 404 6 837 26 652
Cash held for specified uses - 184 532
Cash and cash equivalents 14 172 819 429 484 313 206
Financial assets short-term 4, 14 196 660
Asset classified as held for sale 17 - 1 515 011
Total current assets 370 884 1 951 332 524 391
Total assets 1 979 257 1 951 641 8 174 611
EQUITY AND LIABILITIES
Share capital and share premium 9 353 966 476 135 829 250
Retained earnings / (accumulated deficit) 1 612 472 688 678 895 970
Total equity attributable to equity holders of the parent 1 966 439 1 164 813 1 725 219
Total equity 1 966 439 1 164 813 1 725 219
Interest-bearing loans 12 - 5 472 965
Deferred tax liabilities - 185 378
Total non-current liabilities - 5 658 343
Interest-bearing loans 12 - 768 869
Trade and other payables 13 3 513 9 628 22 179
Dividend payable - 36 551
Tax payable 5 9 305 -
Liabilities directly associated with assets classified as held for sale 17 - 740 648 -
Total current liabilities 12 818 786 827 791 048
Total liabilities 12 818 786 827 6 449 391
Total equity and liabilities 1 979 257 1 951 641 8 174 611
Lysaker, 31 March 2025
The Board of Directors
AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite Pål Magnussen
Chair Board Member Board Member President/CEO
GROUP
AMSC ASA
20 - ANNUAL REPORT 2024
CONSOLIDATED INCOME
STATEMENT
Amounts in NOK thousands Note 2024 2023
Wages and other personnel expenses 2, 15 (14 687 ) (21 988 )
Other operating expenses 3 (19 108 ) (35 587 )
Operating profit/(loss) before depreciation (33 795 ) (57 575 )
Operating profit/(loss) (33 795 ) (57 575 )
Share of profit of equity accounted companies 11 421 671 -
Financial income 4 65 492 14 614
Financial expenses 4 (2 ) (16 039 )
Profit/(loss) before income tax 453 366 (59 000 )
Income tax expense 5 (8 326 ) (4 262 )
Deferred Income tax expense 5 (116 ) (55 405 )
Profit/(loss) for the year from continuing operations 444 925 (118 667 )
Profit from discontinued operations, net of tax 17 381 619 1 653 660
Net income for the year 826 544 1 534 993
Average number of common shares 8 71 863 838 71 863 838
Basic and diluted earnings/(loss) per share continuing operations 8 6.19 1.65
Basic and diluted earnings/(loss) per share discontinued operations 8 5.31 23.01
Basic and diluted earnings per share 8 11.5 21.36
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 21
Amounts in NOK thousands (except per share) 2024 2023
Net income for the year 826 544 1 534 993
Items that will no be reclassified to income statement
Currency translation differences - parent - 156 352
Items that will be reclassified to income statement
Currency translation differences - Subsidiaries 5 340 (12 378 )
Currency translation differences - Associates 88 508
Other Comprehensive income 93 847 143 973
Total comprehensive income for the year 920 391 1 678 966
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
(Acc. deficit) Accumul.
Share Share Treasure / retained currency
Amounts in NOK thousands Note Capital Premium shares earnings translation Total
Balance at 31 December 2022 71 864 757 386 - 39 778 856 192 1 725 219
Net income for the year - - - 1 534 993 1 534 993
Repurchase of treasury shares 15 - - (150 ) (3 980 ) (4 130 )
Dividend distribution 9 - (353 115 ) (1 882 128 ) (2 235 243 )
Other comprehensive income 133 395 133 395
Recycling of currency translation
differences on disposal to
income statement 10 579 10 579
Balance at 31 December 2023 71 864 404 271 -150 (311 338 ) 1 000 166 1 164 813
Adjusted balance at 1 January 2024 71 864 404 271 -150 (311 338 ) 1 000 166 1 164 813
Net income for the year - - 826 544 826 544
Proceeds from sale of treasury shares 15 - - 150 3 252 3 402
Dividend distribution 9 - (122 169 ) (122 169 )
Other comprehensive income 103 157 103 157
Recycling of currency translation
differences on disposal to
income statement (9 310 ) (9 310 )
Balance at 31 December 2024 71 864 282 103 - 518 458 1 094 013 1 966 439
GROUP
AMSC ASA
22 - ANNUAL REPORT 2024
CONSOLIDATED CASH FLOW
STATEMENT
Amounts in NOK thousands Note 2024 2023
Net income/(loss) before taxes 453 366 (59 000 )
Share of profit of equity accounted companies 11 (421 671 )
Interest from bonds 4 (5 292 )
Change in fair value of bonds 4 (1 775 )
Foreign exchange effect on bonds 4 (10 524 )
Unrealized foreign exchange (gain)/loss (29 210 ) 9 882
(Increase)/decrease in:
Short-term receivables 7 2 612 (12 841 )
Other current assets 7 2 998 (910 )
Increase/(decrease) in:
Accounts payable 13 (2 908 ) (141 )
Accrued liabilities and other payables 13 (3 327 ) (3 468 )
Net cash flow used in operating activities (15 732 ) (66 477 )
Investment in bonds 4 (397 820 )
Proceeds from redemption of bonds with interest 4 218 751
Purchase of shares, rights and funding of SMH equity raise 11 (143 711 )
Dividends received from equity accounted companies, reduced investment 11 45 711
Net cash flow used in investing activities (277 069 ) -
Repurchase of treasury shares 15 (4 130 )
Proceeds from sales of treasury shares 15 3 402
Dividends paid 9 (160 702 ) (2 198 692 )
Net cash flow used in financing activities (157 300 ) (2 202 821 )
Net cash flow from discontinued operations 17 162 985 2 139 058
Effect of exchange rate changes on cash and cash
equivalents and currency translation effects 29 204 63 234
Net change in cash and cash equivalents (257 913 ) (67 007 )
Cash and cash equivalents as of 1 January 430 732 497 739
Cash and cash equivalents as of 31 December 14 172 819 430 732
Non restricted cash as of 31 December 172 819 429 484
Cash at end of period, classified as held for sale - 1 248
Cash and cash equivalents as of 31 December 14 172 819 430 732
Condensed Cash Flow Statement from discontinued operations
Net cash flow from operating activities 17 14 247 781 233
Net cash flow from/(used in) investing activities 17 (27 577 ) 1 964 996
Net cash flow from/(used in) financing activities 17 179 738 (607 171 )
Currency translation effects 17 (3 424 ) -
Net cash flow from discontinued operations 162 985 2 139 058
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 23
GROUP
AMSC ASA
24 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 25
GROUP
AMSC ASA
26 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 27
GROUP
GROUP
AMSC ASA
28 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 29
GROUP
AMSC ASA
30 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 31
GROUP
AMSC ASA
32 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 33
GROUP
AMSC ASA
34 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 35
GROUP
AMSC ASA
36 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 37
GROUP
AMSC ASA
38 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 39
GROUP
AMSC ASA
40 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 41
GROUP
AMSC ASA
42 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 43
GROUP
AMSC ASA
44 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 45
GROUP
AMSC ASA
46 - ANNUAL REPORT 2024
GROUP
AMSC ASA
ANNUAL REPORT 2024 - 47
STATEMENT OF FINANCIAL POSITION 49
INCOME STATEMENT 50
STATEMENT OF COMPREHENSIVE INCOME 50
CASH FLOW STATEMENT 51
NOTES TO THE ACCOUNTS 52
NOTE 1: Accounting principles 52
NOTE 2: Shares in subsidiaries and associates 54
NOTE 3: Investment in associated company 55
NOTE 4: Financial assets short-term 58
NOTE 5: Tax 58
NOTE 6: Long-term receivables 59
NOTE 7: Total equity 60
NOTE 8: Cash and cash equivalents 61
NOTE 9: Other operating and financial income/expenses 62
NOTE 10: Shares owned by directors and management 62
NOTE 11: Guarantees 62
NOTE 12: Discontinued operations 63
NOTE 13: Events after the balance sheet date 64
PARENT
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS - PARENT
AMSC ASA
ANNUAL REPORT 2024 - 49
STATEMENT OF
FINANCIAL POSITION
31. Dec. 31. Dec. 1 Jan.
Amounts in NOK thousands Note 2024 2023 2023
ASSETS
Total intangible assets -
Investments accounted for using the equity method 3 1 608 180 -
Shares in subsidiaries 2 - - 379 122
Deferred tax asset 5 193 308 51 317
Long-term receivable group companies - - 1 410 268
Total financial non-current assets 1 608 373 308 1 840 707
Total non-current assets 1 608 373 308 1 840 707
Tax receivable
Other short-term receivables 1 404 6 837 33 150
Financial assets short-term 4 196 660 - -
Short-term receivable group companies 6 0 157 842 -
Cash and cash equivalents 8 172 819 429 484 154 208
Assets classified as held for sale 12 - 831 705 -
Total current assets 370 884 1 425 868 187 358
TOTAL ASSETS 1 979 257 1 426 177 2 028 065
EQUITY AND LIABILITIES
Share capital 7 71 864 71 864 71 864
Share premium reserve 7 282 103 404 271 757 386
Total paid in capital 353 966 476 135 829 250
Other equity 7 1 612 472 904 013 1 185 862
Treasury shares 7 -150
Total retained earnings 1 612 472 903 863 1 185 862
Total equity 7 1 966 439 1 379 998 2 015 112
Tax payable 5 9 305
Other short-term debt 3 513 9 628 12 952
Dividend payable 5 - 36 551
Total short-term liabilities 12 818 46 178 12 952
TOTAL EQUITY AND LIABILITIES 1 979 257 1 426 177 2 028 064
PARENT
Lysaker, 31 March 2025
The Board of Directors
AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite Pål Magnussen
Chair Board Member Board Member President/CEO
AMSC ASA
50 - ANNUAL REPORT 2024
INCOME
STATEMENT
Amounts in NOK thousands Note 2024 2023
Other operating expenses 9 (33 795) (57 575)
Operating loss (33 795) (57 575)
Share of profit of equity accounted companies 3 421 671 -
Other interest and financial income 4, 9 65 491 14 614
Other interest and financial expenses 9 (2) (16 039)
Profit/(loss) before tax 453 366 (59 000)
Deferred income tax benefit / (expense) 5 (116) (54 683)
Income tax expense 5 (9 305) (4 156)
Profit / (loss) for the period from continued operations 443 945 (117 838)
Net Profit/(Loss) from discontinued operations 12 172 749 1 540 964
Net Profit/(Loss) from continued and discontinued operations 616 694 1 423 126
Other comprehensive income 3, 7 88 508 -
Total Comprehensive income 705 202 1 423 126
Allocation of net profit / (loss):
Profit / (loss) 705 202 1 423 126
Other equity 7 (705 202) (1 423 126)
PARENT
Amounts in NOK thousands (except per share) 2024 2023
Net income/(loss) for the period 616 964 1 423 126
Other comprehensive income 88 508
Total comprehensive income for the period 705 202 1 423 126
STATEMENT OF
COMPREHENSIVE INCOME
AMSC ASA
ANNUAL REPORT 2024 - 51
CASH FLOW
STATEMENT
Amounts in NOK thousands Note 2024 2023
Profit / (loss) before tax 453 366 (59 000)
Share of profit of equity accounted investments 3 (421 671)
Interest from bonds 4 (5 292)
Change in fair value of bonds 4 (1 775)
Foreign exchange effect on bonds 4 (10 524)
Unrealized foreign exchange (gain)/loss (29 210) 9 882
Changes in short term receivables 5 609 27 374
Changes in short term liabilities (6 235) (3 742)
Cash flow used in operating activities (15 732) (25 485)
Investment in bonds 4 (397 820)
Proceeds from redemption of bonds with interest 4 218 751
Purchase of shares, rights and funding of SMH equity raise 7 (143 711)
Dividends received from equity accounted companies,
reduced investment 7 45 711
Cash flow used in investing activities (277 069) -
Dividends paid 7 (160 702) (2 198 692)
Repurchase of treasury shares 7 (4 130)
Proceeds from sales of treasury shares 7 3 402 -
Cash flow used in financing activities (157 300) (2 202 821)
Net cash flow from discontinued operations 12 162 286 2 482 292
Currency translation effects 31 151 21 291
Cash flow for the year (256 665) 275 276
Cash and cash equivalents 1 January 429 484 154 208
Cash and cash equivalents 31 December 172 819 429 484
PARENT
AMSC ASA
52 - ANNUAL REPORT 2024
NOTE 1: ACCOUNTING PRINCIPLES
CORPORATE INFORMATION
AMSC ASA (“Company” or “AMSC”) is a Norwegian limited liability company incorporated and domiciled in Norway whose
shares are traded on Euronext Oslo Børs. The Company was established in 2005 and the registered office is Oksenøyveien
10, P.O. Box 230, NO-1366 Lysaker.
BASIS OF PREPARATION
These financial statements, for the year ended 31 December 2024, and 2023 comparative figures, are prepared in accordance
with International Financial Reporting Standards (IFRS) simplified in accordance with the Norwegian regulation for simplified
IFRS (“Forskrift om forenklet anvendelse av internasjonale regnskapsstandarder”) without any exception.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with simplified IFRS requires the use of estimates and assumptions
that affect the reported amounts in the financial statements. Although these estimates are based on management’s best
knowledge of current events and actions, actual results may ultimately differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized
in the period in which the estimates are revised if the revision affects that period or in the period of revision and future
periods if the revision affects both current and future periods.
The following areas involve a significant degree of judgement and complexity, and may result in significant variation in amounts:
Impairment of investment in associated company
AMSC have significant investments in Solstad Maritime Holding AS. Evaluating whether there are impairment indicators
present requires significant judgment and may to a large extent depend on information provided by Solstad Maritime Holding.
Deferred tax assets
Deferred income tax assets are recognized when it is probable that they will be realized. Determining probability requires
AMSC to estimate the sources of future taxable income from operations, including reversing taxable temporary differences.
Determining these amounts is subject to uncertainty and is based primarily upon historical earnings, reversals of taxable
temporary differences and expected earnings. See note 3 for further discussion.
CLASSIFICATION AND VALUATION OF BALANCE SHEET ITEMS
Assets and liabilities are presented as current when they are due within one year or they are part of the operating cycle.
Other assets and liabilities are classified as non-current.
Current financial assets and financial liabilities are initially recognized at fair value. IBank bonds are nominated to fair value
through profit and loss.
Non-current receivables are measured at cost less impairment losses that are not considered to be temporary. Non-current
liabilities are initially valued at transaction value less attributable transaction cost. Subsequent to initial recognition, interest
bearing non-current borrowings are measured at amortized cost with any difference between cost and redemption value
being recognized in the income statement over the period of the borrowing on an effective interest basis.
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, non-current assets and groups
of non-current assets and liabilities are classified as held for sale if their carrying amount will be recovered through a sales
NOTES TO THE
ACCOUNTS
PARENT
AMSC ASA
ANNUAL REPORT 2024 - 53
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
transaction instead of through continued use. This is only regarded as having been fulfilled when a sale is highly probable
and the non-current asset (or groups of non-current assets and liabilities) is available for immediate sale in its present form.
The management must be committed to a sale and the sale must be expected to be carried out within one year after the
classification date.
Non-current assets and groups of non-current assets and liabilities which are classified as held for sale are valued at the
lower of their former carrying amount or fair value minus sales costs.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as
profit or loss after tax from discontinued operations in the income statement. This is in in accordance with IFRS 5 Non-
current Assets Held for Sale and Discontinued Operations. Only external revenues and expenses are shown as continuing
operations. Comparative information in statements and disclosures are re-presented.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
Items included in the financial statements of the Company are initially recorded in the functional currency, i.e. the currency
that best reflects the economic substance of the underlying events and circumstances relevant to that subsidiary.
Effective January 1, 2024, AMSC ASA changed its functional currency and presentation currency from USD to NOK. This
change was made in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates due to a significant shift in
the Company’s primary economic environment and the location of primary operations.
Principles Applied in Currency Translation
The following principles were applied in the translation from USD to NOK:
• Assets and Liabilities: All assets and liabilities were translated from USD to NOK at the exchange rate prevailing on the
date of the change.
• Equity: Equity items, including share capital, retained earnings, and other reserves, were translated at historical exchange
rates on the date of each transaction.
• Income and Expenses: All income and expense items for the periods presented were translated at the average exchange
rates for the respective periods unless such rates were not representative of actual transaction rates.
• Comparative Information: Comparative figures for prior periods were translated to NOK using the same principles.
The Company believes that the new functional and presentation currency more accurately reflects its financial performance
and economic environment going forward.
INVESTMENT IN ASSOCIATED COMPANY
AMSC classifies investments based on assessments on the degree of control, ownership, voting rights and other relative
rights. Companies in which AMSC has significant influence, but which are not considered as subsidiaries or joint agreements,
are classified as associated companies and are accounted for using the equity method. Under the equity method of
accounting, the investments are initially recognised at cost and adjusted subsequently to recognise the group’s share of
the postacquisition profits after tax of the investee in income statement, and the group’s share of movements in other
comprehensive income of the investee in other comprehensive income. AMSC recognizes its share of net income as
“Share of profit of equity accounted companies” in the income statement. Dividends received from associated companies
are recognized as a reduction in the carrying amount of the investment and are not included in the income statement as
dividend income. Excess values identified from the purchase price allocation (PPA) are amortized over their estimated useful
lives and recognized in the income statement as part of the share of profit of equity accounted companies. Conversely, any
deficit values are also recognized in the income statement, reducing the carrying amount of the investment. If the ownership
interest in a joint venture or an associate is reduced but significant influence is retained, only a proportionate share of the
amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. Purchase
price allocation from acquisition of associated company also involves a degree of uncertainty and significant judgements to
arrive at fair values and subsequent amortization to be applied under the equity method of accounting.
FINANCIAL ASSETS SHORT-TERM
AMSC classifies the investments in investment grade bank bonds as financial short-term assets with the intention to be
liquidated within one year. The bonds are measured to fair value through profit and loss.
PARENT
AMSC ASA
54 - ANNUAL REPORT 2024
NOTE 2: SHARES IN SUBSIDIARIES AND ASSOCIATES
As at 31 December 2024, AMSC has no subsidiaries.
As at 31 December 2023, AMSC had 100% ownership in OSL1 which was held for sale in a transaction that closed 16
January 2024.
PARENT
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, and other short-term highly liquid
investments with original maturities of three months or less.
INCOME TAX AND DEFERRED TAXES
Tax expenses in the profit and loss account comprise both tax payable for the accounting period and changes in deferred
tax. Deferred tax is calculated at the percent on the basis of existing temporary differences (22%) between accounting profit
and taxable profit together with tax deductible deficits at year end. Temporary differences, both positive and negative, are
balanced out within the same period. Deferred tax assets are recorded in the balance sheet to the extent it is more likely than
not that the tax assets will be utilized.
CASH FLOW STATEMENT
The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash, bank deposits and
other short-term highly liquid deposits with original maturities of three months or less.
DIVIDENDS
Liability to pay a dividend is recognized when the dividend is appropriately authorized.
PENSIONS
Norwegian companies are required to have occupational pension schemes according to the law on compulsory occupational
pension, and the Company operates in accordance with these requirements. Once the contributions have been paid, there
are no further payment obligations. Plan contributions are charged to the income statement in the period to which the
contributions relate.
GOING CONCERN – PROPOSED LIQUIDATION
On 22 January 2025 the Company announced its intended liquidation. As part of this process the board of directors propose
that the Company will distribute its assets to the shareholders and be liquidated during 2025. At the date of issuance of
these financial statements, no formal decision about liquidation of the Company has been made by the General Meeting.
Management has concluded that the IFRS® Accounting Standards and related accounting principles provide relevant and
reliable information and have therefore prepared these financial statements using the IFRS accounting policies as set out
above.
CHANGES IN ACCOUNTING PRINCIPLES AND NEW PRONOUNCEMENTS
Adoption of the IASB’s amendments to current standards effective for the first time for the annual reporting periods
commencing 1 January 2024 did not have any impact on the amounts recognized in prior periods and are not expected to
significantly affect the current or future periods.
None of the issued, not yet effective, accounting standards or amendments to such standards are expected to have significant
effects for AMSC’s financial reporting. Further, none of the recently issued IFRS Interpretations Committee agenda decisions
are expected to significantly change AMSC’s accounting policies or practices.
Since the change in presentation currency represents a change in accounting policy, it is applied retrospectively in accordance
with IAS 8. As required by IAS 1.10(f), an additional balance sheet is presented at the beginning of the earliest comparative
period.
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
AMSC ASA
ANNUAL REPORT 2024 - 55
PARENT
NOTE 3: INVESTMENT IN ASSOCIATED COMPANY
AMSC ASA has acquired shares in Solstad Maritime Holding AS through the sale of OSL1, capital increases and additional
share purchases. Solstad Maritime is a Norwegian registered company. As of 31 December 2024, AMSC holds a 19.6%
ownership interest in Solstad Maritime.
AMSC has assessed whether the Company has significant influence in Solstad Maritime and consequently whether the
equity method should be applied when accounting for the investment. AMSC has concluded, based on the ownership
percentage and the right to board representation, that AMSC has significant influence over Solstad Maritime and that the
investment therefore should be accounted for using the equity method as required by IAS 28 Investment in Associates and
Joint Ventures.
The acquisition is initially recognized at cost. The share of profit from the associated company is recorded against the
investment in the balance sheet and as a financial income in the income statement. Dividends received from the associated
company reduce the carrying amount of the investment. Amortization of any identified excess or deficit values from the
acquisition of shares are included in the income statement in the same manner as the share of profit. Solstad Maritime’s
functional currency is in USD and the presentation currency is NOK. Book value as of 31 December 2024 is translated into
NOK. The currency translation effect is presented in other comprehensive income.
Investment in Solstad Maritime NOK thousands
Acquisition 16 January 2024 1 000 000
Share of capital increase 123 030
Purchase of shares 20 683
Dividend received -45 711
Share of profit from equity accounted companies 421 671
Currency translation differences 88 508
Book value 31 December 2024 1 608 180
In connection with with the refinancing of Solstad Maritime on 16 January 2024, AMSC acquired a shareholding in Solstad
Maritime by contributing in kind 100 % of the shares in OSL1. The consideration of this acquisition was NOK 1 000 million,
equal to 21.1% of the ownership in Solstad Maritime.
AMSC contributed NOK 123 million in the capital increase in Solstad Maritime in June. Following the capital increase,
AMSC’s ownership was reduced from 21.1% to 19.4%. The reduced ownership resulted in negative result impact due to the
dilution of NOK 30 million.
In August, AMSC purchased an additional 980,000 shares in Solstad Maritime for a total of NOK 21 million.
The currency translation effect is presented in other comprehensive income.
AMSC ASA
56 - ANNUAL REPORT 2024
PARENT
NOTE 3: INVESTMENT IN ASSOCIATED COMPANY
SUMMARIZED FINANCIAL INFORMATION
Set out below is the summarised financial information for Solstad Maritime on a 100% basis adjusted for differences in
accounting policies between the group and the associate and any fair value adjustments made at the time of acquisition.
Solstad Maritime - Income statement NOK (thousands)
Total revenue 5 739 677
Net depreciation and amortization 192 539
Other operating expenses (2 917 869)
Operating profit 3 014 347
Net financial items (602 139)
Profit before tax 2 412 207
Tax expense (166 162)
Profit after tax 2 246 046
OCI 447 835
Total comprehensive income 2 693 880
Solstad Maritime - Balance sheet NOK (thousands)
Deferred tax asset 566 137
Tangible fixed assets 11 490 062
Other non-current assets 1 993 881
Fixed assets 14 050 080
Cash and cash equivalents 2 013 172
Other current assets 1 874 642
Total current assets 3 887 813
Assets held for sale 110 364
Total assets 18 048 257
Debt 7 024 212
Other non-current liabilities 223 687
Total long term debt 7 247 899
Debt 1 537 563
Other current liabilities 1 496 582
Total current liabilities 3 034 145
Non controlling interests’ share of net assets (33 338)
Net Assets 7 799 551
Share of net assets 1 532 271
Notional goodwill (combined for all share purchases) 75 910
Book value in AMSC 1 608 180
The goodwill can be explained by the value associated with the skills and know-how of Solstad Maritime’s employees, new
customers and extension of existing relationships.
AMSC ASA
ANNUAL REPORT 2024 - 57
PARENT
NOTE 3: INVESTMENT IN ASSOCIATED COMPANY
IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED
AMSC’s portion of the identifiable assets and liabilities in Solstad Maritime is recognized at the time of acquisition of 21.1%
of the shares 16 January 2024 as set out below. Figures are presented after the refinancing on 16 January 2024. The
principles in IFRS 3 Business combination is applied when performing the purchase price allocation related to the share
acquisitions in 2024 as part of the equity accounting method.
Solstad Maritime - Income statement NOK (thousands)
Deferred tax asset 604 100
Property, plant and equipment 9 641 100
Right of use asset 113 400
Other non-current assets 1 954 400
Accounts receivable and other assets 2 626 700
Cash and cash equivalents 713 000
Total assets 15 652 700
Borrowings 9 439 700
Other non-current liabilities 104 800
Account payables and other payables 1 494 300
Net identifiable assets 4 613 900
AMSC’s share of net identifiable assets 971 347
Notional goodwill 28 653
Total consideration 1 000 000
Cost of share acquisition in associated company 1 000 000
Measurement of fair values
The valuation technique used for measuring the fair value of vessels acquired is based on an average of three broker
estimates of the vessels’ fair market values on a debt and charter free basis adjusted for observable prices compared
to broker estimates and reduced by the value of the contracts secured for the vessels. Hence, contractual assets are
integrated in the vessel values. The income approach is used to measure the fair value of the contractual excess and deficit
values related to the portfolios of secured contracts related to the vessels. Market rates are based on an average of broker
estimates. Other assumptions are based on management estimates.
AMSC ASA
58 - ANNUAL REPORT 2024
PARENT
NOTE 5: TAX
The table below shows the difference between book and tax values at the end of 2024 and 2023, and the amounts of
deferred taxes at these dates and the change in deferred taxes.
Tax payable:
Amounts in NOK thousands 2024 2023
Profit/(loss) before tax 453 366 (59 000)
Net Profit/(Loss) from Discontinued Operations 172 749 1 540 964
Difference between NOK and USD accounts - 509 321
Profit before tax measured in NOK for taxation purposes 626 115 1 991 286
Permanent differences (583 291) (1 696 301)
Change in temporary differences (526) 173 975
Estimated profit for tax purposes 42 297 468 960
Utilization of loss carried forward - (407 807)
Distributed group contribution - (61 152)
Taxable income / (loss) 42 297 -
Tax payable 9 305 -
NOTE 4: FINANCIAL ASSETS SHORT-TERM
At the end of Q2 2024 and at the beginning of Q3, AMSC bought bank bonds denominated in NOK and USD. In Q4, AMSC
redeemed its USD bonds, and bought additional bank bonds denominated in NOK and USD. The bank bonds are valued at
fair value as of 31 December 2024:
Financial assets short-term
Amounts in NOK thousands 2024
Investment in bonds 397 820
Proceeds from redemption of bonds with interest (218 751)
Change in fair value of bonds 1 775
Interest from bonds 5 292
Foreign exchange effect on bonds 10 524
Fair value of bonds, including accrued interest 31 December 196 660
Bonds denominated in USD 89 713
Bonds denominated in NOK 106 947
Fair value of bonds, including accrued interest 31 December 196 660
AMSC ASA
ANNUAL REPORT 2024 - 59
NOTE 5: TAX
Deferred tax:
Amounts in NOK thousands 2024 2023
Other differences 876 1 401
Total differences 876 1 401
Deferred tax asset 193 308
Book value tax asset 193 308
PARENT
NOTE 6: LONG-TERM RECEIVABLES
Long-term receivables are:
Amounts in NOK thousands 2024 2023
Offshore Leasing I AS (OSL1) - 157 842
Total - 157 842
As of 31 December 2024 AMSC has no long-term receivables
The interest conditions on the receivables are at market conditions.
In October 2023, NOK 359.5 million was drawn on the intercompany loan. On 10 November 2023, AMSC and OSL1 signed
an agreement to convert the outstanding intercompany loan to OSL 1 of NOK 819.1 million to equity in OSL1.
As of 31 December 2023 AMSC held a NOK 157.8 million loan to OSL1 including accrued interest. The loan to OSL1 had an
interest rate of 10% per year and fell due by 30 June 2024. The loan was issued on 15 December 2023 and was fully repaid
in January 2024.
On 23 October 2023, AMSC signed an agreement to sell 100% of the shares in OSL1. Shares in subsidiary are as of 31
December 2023 classified as held for sale. More information about discontinued operation in note 12.
AMSC sold the wholly owned subsidiary ATHC, the direct parent company of ATI, on 18 October 2023, which comprised
all the Company’s Jones Act business including the 10 tankers and corresponding bareboat charters, debt and corporate
structure. On closing of the sale, AMSC was repaid the outstanding receivable from ATI.
AMSC ASA
60 - ANNUAL REPORT 2024
PARENT
NOTE 7: TOTAL EQUITY
Changes in equity are:
2023
Share
Share Tot. paid- Treasure Other Currency Total
Amounts in NOK thousands capital premium in capital shares equity translat. equity
Equity as of 31 Dec 2022 71 864 757 386 829 250 - 405 922 779 940 2 015 112
Repurchase of treasury shares - - (150) (3 980) (4 130)
Dividend distribution - (353 115) (353 115) (1 882 128) (2 235 243)
Net result - - - 1 423 126 1 423 126
Currency Translation 181 134 181 134
Equity as of 31 Dec 2023 71 864 404 271 476 135 (150) (57 060) 961 073 1 379 999
2024
Share
Share Tot. paid- Treasure Other Currency Total
Amounts in NOK thousands capital premium in capital shares equity translat. equity
Equity as of 1 January 2024 71 864 404 271 476 135 (150) (57 060) 961 073 1 379 999
Repurchase of treasury shares - - 150 3 256 3 406
Dividend distribution - (122 169) (122 169) (122 169)
Net result - - - 616 694 616 694
Other comprehensive income 88 508 88 508
Equity as of 31 Dec 2024 71 864 282 103 353 966 - 562 891 1 049 581 1 966 439
AMSC ASA
ANNUAL REPORT 2024 - 61
PARENT
NOTE 7: TOTAL EQUITY
The shares were owned by the following 20 largest parties as of 31 December 2024:
Name Number Percent
AKER CAPITAL AS 13 701 416 19.1%
DNB Markets Aksjehandel/-analyse 11 175 584 15.6%
SKANDINAVISKA ENSKILDA BANKEN AB 10 886 327 15.1%
B.O. STEEN SHIPPING AS 5 000 000 7.0%
Goldman Sachs & Co. LLC 2 304 288 3.2%
VERDIPAPIRFONDET DNB SMB 1 910 186 2.7%
MH Capital AS 1 333 815 1.9%
Pershing LLC 1 076 401 1.5%
Citibank, N.A. 786 259 1.1%
CLEARSTREAM BANKING S.A. 726 441 1.0%
Avanza Bank AB 527 431 0.7%
NORDNET LIVSFORSIKRING AS 475 099 0.7%
Skandinaviska Enskilda Banken AB 425 518 0.6%
VESTVIK PRESERVING AS 407 995 0.6%
UBS Switzerland AG 380 000 0.5%
CAPRECAS AS 350 000 0.5%
BEDDINGEN FINANS AS 341 306 0.5%
Nordnet Bank AB 305 961 0.4%
ALPHA FINANS OG EIENDOM INVEST AS 301 992 0.4%
SIX SIS AG 301 688 0.4%
Total 20 largest shareholders 52 717 707 73.3 %
Other shareholders 19 146 131 26.7%
Total 71 863 838 100.0%
NOTE 8: CASH AND CASH EQUIVALENTS
There is no restricted cash, except cash in a tax withholding account for employees’ salaries of NOK 703 thousand at 31
December 2024.
AMSC ASA
62 - ANNUAL REPORT 2024
PARENT
NOTE 10: SHARES OWNED BY THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
For information regarding shares owned by the members of the board of directors and the senior management, see note
15 in the consolidated accounts.
NOTE 11: GUARANTEES
On 23 October 2023, AMSC signed an agreement to sell 100% of the shares in OSL1. On 16 January 2024, the refinancing
of Solstad Shipholding AS was successfully completed and AMSC no longer has guarantees for OSL1.
NOTE 9: OTHER OPERATING AND FINANCIAL INCOME/EXPENSES
Fees to the auditors of NOK 1.1 million (without VAT) for ordinary audit was expensed in 2024. For 2023 the fees to the
auditors was NOK 746 thousand (without VAT) for ordinary audit. For more information on fees paid to auditors, see note
3 in the consolidated accounts.
The Company has no other employees than the CEO and the CFO. See note 15 in the consolidated accounts for more
information regarding remuneration to senior management. Pension costs totaled NOK 201 thousand in 2024 and NOK
181 thousand in 2023. This pension cost covered three employees for the first 6 months and two thereafter in 2024 and
three in 2023. Board of directors expenses were NOK 1.9 million in 2024 and NOK 1.81 million in 2023.
As at year end 31 December 2024 (Controller left the Company in June 2024).
Other interest and financial income in 2024 includes NOK 24.2 million in interest income on bank deposits and bonds, NOK
1.8 million in unrealized fair value adjustment on bonds, and NOK and 43.8 million in realized and unrealized currency gain.
Other interest and financial expenses in 2024 includes bank fees.
Net foreign exchange gain in 2024 relates the currency effect of cash held in USD versus NOK of 29 million NOK; foreign
exchange gain on sale of bank bonds denominated in USD of 9 million NOK; translation of bank bonds denominated in USD
into functional currency of 2 million NOK. Net foreign exchange loss in 2023 relates to the currency effect of cash held in
USD versus NOK of 16 million NOK.
The income statement for 2023 have been reworked to represent the accounts for continuing operations after the
completion of the sale of OSL1 in January 2024. More information about discontinued operation in note 12.
Refer to note 16 in the consolidated accounts for information regarding transactions and agreements with related
parties.
AMSC ASA
ANNUAL REPORT 2024 - 63
PARENT
NOTE 12: DISCONTINUED OPERATIONS
On 18 October 2023 the sale of ATHC was successfully closed. The transaction comprised all of AMSC’s Jones Act business
including the 10 tankers and corresponding bareboat charters, debt and corporate structure.
On 23 October 2023, AMSC announced an agreement with Solstad Shipholding AS to participate in an overall refinancing
solution by contributing 100% of its shares in OSL1 which owns the CSV Normand Maximus on bareboat charter to a
subsidiary of Solstad Offshore, in return for new common shares in the parent company of the new corporate structure,
Solstad Maritime AS. The shares in subsidiaries were consequently presented as held for sale in the 2023 financial
statements. The refinancing was completed on 16 January 2024.
Assets sold 18 October 2023 and assets held for sale as of 31 December 2023, are reported in 2023 as discontinued
operations for the period to the date of disposal as set out below.
The result of the discontinued operation for the last year:
Amounts in NOK thousands 2024 2023
Revenue 0 18 991
Operating profit 0 18 991
Interest income from group companies 703 122 936
Dividends from subsidiaries 0 301 142
Other interest and financial income 3 751 14 801
Profit/(loss) before tax from discontinued operation 4 454 457 869
Tax expense related to the ordinary activities of the discontinued operation:
Profit/(loss) for the year from discontinued operations 4 454 457 869
Gain on sale of ATHC in 2023 and OSL1 in 2024 168 295 1 083 093
Profit/ loss from discontinued operations 172 749 1 540 964
Condensed Cash Flow Statement from discontinued operations
Amounts in NOK thousands 2024 2023
Cash flows attributed to discontinued operations
Net cash flow from operating activities 465 695
Net cash flow from investing activities 162 286 2 016 597
Net cash inflow from discontinued operations 162 286 2 482 292
AMSC ASA
64 - ANNUAL REPORT 2024
PARENT
NOTE 12: DISCONTINUED OPERATIONS
Details of the sale of ATHC and OSL1
Amounts in NOK thousands 2024 2023
Gross proceeds 1 000 000 2 633 780
Transaction cost (85 046)
Deferred purchase price (31 694)
Net proceeds 1 000 000 2 517 040
Capex adjustment 2 113
Carrying amount of net assets sold (831 705) (1 436 060)
Gain on sale before income tax 168 295 1 083 093
NOTE 13: EVENTS AFTER THE BALANCE SHEET DATE
In March 2024, AMSC received a letter from Kistefos AS and Kistefos Investments AS (together “Kistefos”) which informed
the Chairman and CEO of AMSC that Kistefos is considering initiating a lawsuit against AMSC, the Chairman and the CEO
to claim compensation for the alleged loss incurred by Kistefos as a result of the refinancing that was announced by
Solstad Offshore ASA on 23 October 2023. AMSC, the Chairman and the CEO has maintained that any such lawsuit would
be without merit. On 15 January 2025, AMSC was informed that Kistefos for the time being will not include AMSC, the
Chairman or the CEO in its lawsuit relating to the refinancing of Solstad Offshore ASA.
In connection with its Q4 2024 reporting on 12 February, AMSC announced a special dividend of NOK 3.9255 per share to
be classified as return of paid in capital. The special dividend was paid on 25 February and exhausted the Company’s ability
to classify dividends as return of paid in capital and any future distribution will be classified as regular dividends.
At its Q4 2024 reporting AMSC also announced its intention to distribute Solstad Maritime shares to its shareholders,
tentatively scheduled for the second quarter of 2025. AMSC holds 91,422,601 shares in Solstad Maritime, equaling an
approximate 19.6% shareholding. Outstanding shares in AMSC is 71,863,838 which suggests that AMSC shareholders will
receive 1.27 shares in Solstad Maritime for every one share held in AMSC (subject to rounding). AMSC intends to propose
that shareholders approve the share distribution in the Annual General Meeting scheduled for 24 April 2025, subject to the
Solstad Maritime shares being listed. Distribution of Solstad Maritime shares will be classified as an ordinary dividend and
will be subject to withholding tax in certain foreign jurisdictions. AMSC will withhold the applicable number of shares to
cover withholding tax for investors subject to such tax. These withheld shares will be sold by AMSC for cash in the market
to cover the withholding tax payments.
During the the Q4 2024 report the Company also announced its intention to liquidate and delist, once AMSC has distributed
the Solstad Maritime shares. All remaining excess cash at that time will be paid to shareholders as a liquidation distribution.
AMSC intends to propose that shareholders approve a liquidation process in the Annual General Meeting scheduled for 24
April 2024, and will subsequently call for an extraordinary general meeting, tentatively scheduled for July 2025 to approve
the final liquidation of the Company.
AMSC ASA
ANNUAL REPORT 2024 - 65
AUDITORS’ REPORT
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO
-
0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of AMSC ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of AMSC ASA, which comprise:
● the financial statements of the parent company AMSC ASA (the Company), which comprise the
statement of financial position as at 31 December 2024, the income statement, statement of
comprehensive income and cash flow statement for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies, and
● the consolidated financial statements of AMSC ASA and its subsidiaries (the Group), which
comprise the consolidated statement of financial position as at 31 December 2024, the
consolidated income statement, statement of comprehensive income, statement of changes in
equity and cash flow statement for the year then ended, and notes to the financial statements,
including material accounting policy information.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at 31
December 2024, and its financial performance and its cash flows for the year then ended in
accordance with simplified application of international accounting standards according to section 3-
9 of the Norwegian Accounting Act, and
● the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2024, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of AMSC ASA for 3 years from the election by the general meeting of the
shareholders on 22 April 2022 for the accounting year 2022.
Emphasis of Matter
We draw attention to Note 1 to these financial statements and the Board of Director’s report, which refers to
the intention of management to liquidate the Company subsequent to the statement of financial position
date, subject to approval from the General Meeting. The going concern assumption is therefore not
applicable for the financial statements. Our opinion is not modified in respect of this matter.
AMSC ASA
66 - ANNUAL REPORT 2024
AUDITORS’
REPORT
2 / 6
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
In 2024, the Group participated in the refinancing of the Solstad Group. Due to the significance of the
investment to the financial statements, and the application of management judgement, Classification of
Investment in Solstad Maritime Holding AS, and the corresponding Accounting for Acquisition of Shares in
Solstad Maritime Holding AS were key areas of focus in this year’s audit. Accounting for Discontinued
Operations and Disposal Group held for Sale is no longer considered to be a key audit matter, as the
accounting for the impact of discontinued operations on this year’s financial statements is considered non-
complex and non-pervasive.
Key Audit Matters
How our audit addressed the Key Audit Matter
Classification of Investment in Solstad Maritime
Holding AS
On 16 January 2024, AMSC ASA, subscribed for
shares in Solstad Maritime Holding AS (Solstad
Maritime) as part of the Solstad Group's
refinancing.
Following the completion of the transaction on 16
January 2024, AMSC owned 21.1% of the shares
and votes in Solstad Maritime. AMSC holds one
seat on the Board of Directors in Solstad Maritime
according to the shareholders’ agreement.
On 19 June 2024, AMSC’s ownership was reduced
to 19.4% following completion of the anticipated
additional share offering in Solstad Maritime under
the transaction agreement.
On 15 August 2024, AMSC purchased additional
shares in Solstad Maritime, which increased
AMSC’s ownership in Solstad Maritime to 19.6%.
Management has assessed that AMSC has had
significant influence over Solstad Maritime since
the initial investment on 16 January 2024, as
AMSC,
according to the shareholders’ agreement,
is entitled to one seat on the Board of Directors in
Solstad Maritime as long as AMSC owns more than
10% of the shares in Solstad Maritime.
Consequently, management concluded to classify
the investment in Solstad Maritime as an
investment in an associated company that is to be
accounted for using the equity method in
accordance with the requirements in IAS 28 -
Investments in Associates and Joint Ventures (IAS
28).
To consider whether the Group’s accounting
treatment of the investment as an investment in an
associated company was appropriate, we obtained
and reviewed the shareholders’ agreement and
held meetings with management to understand the
level of influence by AMSC ASA in the investee.
We assessed management’s accounting policy
against requirements in the IFRS Accounting
Standards and obtained explanations from
management as to how the specific requirements
of the standards were met.
AMSC has a seat on the Board of Directors in
Solstad Maritime in accordance with the
shareholders’ agreement, which provides a
strengthened rationale for why AMSC’s investment
in Solstad Maritime should be considered as an
associated company and be treated as such. The
seat on the Board of Directors gives AMSC
significant influence even after the ownership has
been diluted to less than 20%.
Based on the above, while currently holding less
than 20% equity interest in Solstad Maritime,
AMSC is considered to have significant influence
over Solstad Maritime due to its representation on
the Board of Directors.
We considered the accounting treatment for the
investment and the related disclosures to be
appropriate.
Finally, we considered the appropriateness of the
disclosures related to the investment and found
them appropriate.
AMSC ASA
ANNUAL REPORT 2024 - 67
AUDITORS’
REPORT
3 / 6
We focused on the assessment to account for the
investment in Solstad Maritime Holding AS as
either an investment in associated company or as a
financial instrument due to the pervasive effect of
the classification and corresponding accounting
treatment to the financial statements, and the use
of judgment from management in determining the
classification.
The Group’s principles for acquisition of shares and
related disclosures are described in note 1 and
note 11 to the consolidated financial statement.
Accounting for Acquisition of Shares in Solstad
Maritime Holding AS
On 16 January 2024, AMSC ASA, subscribed for
shares in Solstad Maritime Holding AS as part of
the Solstad Group's refinancing.
For each share acquisition in 2024 (on 16 January,
19 June and 15 August), management prepared an
acquisition analysis in which the difference
between the purchase price and the book value of
net assets was allocated to identified assets in the
acquired company, as well as goodwill. Vessels
and a deferred tax asset were among the identified
assets. Management engaged an expert to prepare
the acquisition analysis.
To determine the value of the identified assets,
management applied judgment and performed
calculations based on broker estimates of market
value and secured vessel contracts. Further,
management assessed the probable utilization of
tax loss carry-forwards.
We focused on accounting for acquisition of shares
due to due to the significant impact on the carrying
value of the investment in the financial statements
and the use of judgment from management
The
Group’s principles for acquisition of shares and
related disclosures are described in note 1 and
note 11 to the consolidated financial statement.
We obtained and reviewed the agreement and held
meetings with management in AMSC ASA and
Solstad Maritime and the valuation expert to
understand the details of the transaction. We
assessed how assets were identified through
discussions with management and their valuation
experts, including reviews of the agreement and
the acquisition analysis. The discussions also gave
us an understanding of the external experts’
objectivity and competence to provide an
acquisition analysis.
To challenge management's judgment, we
examined, evaluated and challenged the
acquisition analysis and the method used. To
assess the valuation of vessels, we evaluated
significant assumptions applied by management.
We utilized current and historical external market
data and external industry reports as well as
internal data to corroborate the fair value of the
vessels assessed by management. Further, to
assess the broker estimates, we satisfied ourselves
that the external brokers had both the objectivity
and the competence to provide the estimate and
that they were provided with relevant facts to
determine such an estimate. We also considered
and found that management sufficiently understood
the valuations from third party brokers. We
challenged management on their assessment of
current market rates. We performed comparisons
of key assumptions to other available market data
where possible, and we considered comparable
transactions
To assess the valuation of deferred tax assets, we
evaluated the significant assumptions applied in
estimating the expected future taxable income,
including assumptions related to management
AMSC ASA
68 - ANNUAL REPORT 2024
AUDITORS’
REPORT
4 / 6
forecasts, the IAS 12 requirement of convincing
evidence and related contract coverage.
Finally, we considered the appropriateness of the
disclosures related to the acquisition of shares and
found them appropriate.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statement on Corporate
Governance.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with simplified application of international accounting standards according to the
Norwegian Accounting Act section 3-9, and for the preparation of the consolidated financial statements of
the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the
EU. Management is responsible for such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the Group
or to cease operations, or has no realistic alternative but to do so. Management intends to liquidate the
Company and the Group subsequent to the statement of financial position date.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
AMSC ASA
ANNUAL REPORT 2024 - 69
5 / 6
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
● identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of accounting.
Management intends to liquidate the Company and the Group subsequent to the statement of
financial position date. Our conclusions are based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions may cause the Company and the Group
to continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of AMSC ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
AUDITORS’
REPORT
AMSC ASA
70 - ANNUAL REPORT 2024
AUDITORS’
REPORT
6 / 6
report, with the file name AMSC-ASA-2024-12-31-0-en.zip, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 31 March 2025
PricewaterhouseCoopers AS
Anne Kristin Huuse
State Authorised Public Accountant
ANNUAL REPORT 2024 - 71
AMSC ASA
AMSC’s goal is that the Company’s
shareholders will, over time, receive com-
petitive returns on their investment. The
Board considers the amount of dividend,
if any, to be recommended for approval
by the shareholders on an annual basis.
The recommendation is based upon
earnings for the year just ended, the
financial situation at the relevant point
in time and applicable restrictions under
AMSC’s financial agreements.
DIVIDENDS
The Company paid quarterly dividends
totaling NOK 2.24 per share (NOK 160.7
million) in 2024. The quarterly dividends
were classified for accounting purposes
as repayment of previously paid in share
premium.
The Norwegian Public Limited Liability
Companies Act allows for the Board of
Directors to pay dividends on the basis of
an authorization from the General Meet-
ing. At the 2024 Annual General Meeting,
the Board of Directors were granted
an authorization to pay dividends up to
an approved amount at their discretion
based on the Company’s annual accounts
for 2023, valid up to the Company’s
Annual General Meeting in 2025. Such
authorization facilitated payment of
dividend by the Board of Directors on a
quarterly basis.
SHARES AND SHARE CAPITAL
As of 31 December 2024, AMSC ASA had
71 863 838 ordinary common shares;
each share with a par value of NOK 1 (see
note 9 to the Company’s 2024 consoli-
dated accounts).
As of 31 December 2024, the Company
had 2,743 shareholders, of whom 15
percent were non-Norwegian sharehold-
ers.
AMSC ASA currently has a single share
class and each share is entitled to one
vote. The Company did not hold own
(treasury) shares as of 31 December
2024.
STOCK-EXCHANGE LISTING
The Company’s shares are listed on the
Euronext Oslo Stock Exchange’s main
(OSEBX) list (ticker: AMSC). AMSC’s
shares are registered in the Norwegian
Central Securities Depository; the shares
have the securities registration number
ISIN NO 0010272065. DNB Bank is the
Company’s registrar.
SIGNIFICANT SHAREHOLDER
AMSC ASA’s largest shareholder is Aker
Capital AS, which holds 19.1 percent of
the Company’s shares.
From time to time, agreements are en-
tered into between two or more related
companies. The boards of directors
and other parties involved in the deci-
AMSC is committed to main-
taining an open and direct
dialogue with its shareholders,
potential investors, analysts,
brokers, and the financial
community in general. The
timely release of information
to the market that could affect
the Company’s share price
helps ensure that AMSC ASA’s
share price reflects its under-
lying value.
SHARE AND
SHAREHOLDER
INFORMATION
72 - ANNUAL REPORT 2024
AMSC ASA
sion-making processes related to such
agreements are all critically aware of the
need to handle such matters in the best
interests of the involved companies, in
accordance with good corporate gover-
nance practice and on an arm’s length
basis. If needed, external, independent
opinions are sought.
CURRENT BOARD AUTHORIZATIONS
The General Meeting in 2024 granted an
authorization to the Board to purchase
own (treasury) shares in connection with
the Company’s incentive scheme for
employees. The Board was also granted
an authorization to increase the share
capital in connection with strengthening
of the Company’s equity capital or to
raise equity capital for future invest-
ments within the Company’s scope of
operations.
The Board of Directors has authorization
to pay dividends, to facilitate payment of
dividends on a quarterly basis.
All of these Board authorizations are
valid up to the Annual General Meeting
in 2025.
SHARE INCENTIVE PROGRAM
The Company currently does not have
any share or stock option plans, but the
Annual General Meeting approved the
establishment of an incentive program
for its employees, giving the Board of Di-
rectors the ability to offer its employees
to purchase shares in the Company on
favorable terms, subject to certain lock-
up restrictions.
INVESTOR RELATIONS
AMSC ASA seeks to maintain an open and
direct dialogue with shareholders, finan-
cial analysts, and the financial market in
general.
SHARE AND
SHAREHOLDER
INFORMATION
20 LARGEST SHAREHOLDERS
as of 31 December 2024
Number of Ownership
Shareholder shares held (in %)
AKER CAPITAL AS 13 701 416 19.1 %
DNB Markets Aksjehandel/-analyse 11 175 584 15.6 %
SKANDINAVISKA ENSKILDA BANKEN AB 10 886 327 15.1 %
B.O. STEEN SHIPPING AS 5 000 000 7.0 %
Goldman Sachs & Co. LLC 2 304 288 3.2 %
VERDIPAPIRFONDET DNB SMB 1 910 186 2.7 %
MH CAPITAL AS 1 333 815 1.9 %
Pershing LLC 1 075 401 1.5 %
Citibank, N.A. 786 259 1.1 %
CLEARSTREAM BANKING S.A. 726 441 1.0 %
Avanza Bank AB 527 431 0.7 %
NORDNET LIVSFORSIKRING AS 475 099 0.7 %
Skandinaviska Enskilda Banken AB 425 518 0.6 %
VESTVIK PRESERVING AS 407 995 0.6 %
UBS Switzerland AG 380 000 0.5 %
CAPRECA AS 350 000 0.5 %
BEDDINGEN FINANS AS 341 306 0.5 %
Nordnet Bank AB 305 961 0.4 %
ALPHA FINANS OG EIENDOM INVEST AS 301 992 0.4 %
SIX SIS AG 301 688 0.4 %
Total 20 largest shareholders 52 716 707 73.4%
Other shareholders 19 147 131 26.6%
Total 71 863 838 100.0%
GEOGRAPHIC DISTRIBUTION
as of 31 December 2024
Number of Ownership
Nationality shares held (in %)
Non-Norwegian shareholders 10 767 188 15.0%
Norwegian shareholders 61 096 650 85.0%
Total 71 863 838 100.0%
ANNUAL REPORT 2024 - 73
AMSC ASA
Visitors to AMSC’s website at www.ams-
casa.com can subscribe to email delivery
of AMSC news releases.
AMSC’s press releases and investor rela-
tions (IR) publications for the current and
prior years are available at the Company’s
website: www.amscasa.com. This online
resource includes the Company’s quar-
terly and annual reports, prospectuses,
corporate presentations, articles of asso-
ciation, financial calendar, and its Investor
Relations and Corporate Governance
policies, along with other information.
Shareholders can contact the Company
at ir@amscasa.com.
SAVE THE ENVIRONMENT –
READ REPORTS ONLINE
Annual reports are published on the
Company’s website (www.amscasa.com)
at the same time as they are made avail-
able via website release by the Euronext
Oslo Stock Exchange: www.newsweb.no
(ticker: AMSC).
AMSC ASA encourages its shareholders
to subscribe to the Company’s annual
reports via the electronic delivery system
of the Norwegian Central Securities De-
pository (VPS). Please note that VPS ser-
vices (VPS Investortjenester) is designed
primarily for Norwegian shareholders.
Subscribers to this service receive annual
reports in PDF format by email.
SHARE AND
SHAREHOLDER
INFORMATION
OWNERSHIP STRUCTURE
as of 31 December 2024
Number of Percent of
Shares owned shareholders share capital
1-100 708 0.03 %
101-1000 904 0.60 %
1001-10,000 800 3.99 %
10,001-100,000 273 12.41 %
100,001-500,000 47 17.03 %
over 500,000 11 65.94 %
Total 2 743 100.00%
Electronic distribution is the fastest
channel for accessing Company informa-
tion; it is also cost-effective and environ-
mentally friendly.
Quarterly reports, which are generally only
distributed electronically, are available
from the Company’s website and other
sources. Shareholders who are unable to
receive the electronic version of interim
and annual reports, may subscribe to the
printed version by contacting AMSC.
ANNUAL SHAREHOLDERS’ MEETING
AMSC ASA’s annual shareholders’ meet-
ing is normally held in April. Written noti-
fication is sent to all shareholders individ-
ually or to shareholders’ nominee. To vote
at shareholders’ meetings, shareholders
(or their duly authorized representatives)
must either be physically present, vote
by proxy or vote electronically prior to the
shareholders’ meeting.
2024 SHARE DATA
The Company’s total market capitaliza-
tion as of 31 December 2024 was NOK
1,868 million. During 2024, a total of
20,461,205 AMSC ASA shares traded.
The shares traded on 250 trading days.
AMSC ASA
74 - ANNUAL REPORT 2024
ANNUAL REPORT 2024 - 75
AMSC ASA
The Board of Directors (the “Board”) of
AMSC ASA has reviewed and updated
the Company’s principles for corporate
governance. The Board’s statement of
corporate governance is included in the
annual report. The principles are based
on the Norwegian Code of Practice for
Corporate Governance, dated 14 October
2021 (the “Code of Practice”), the princi-
ples set out in the continuing obligations
of companies admitted to trading on the
Oslo Stock Exchange, and the relevant
Norwegian background law such as the
Norwegian Accounting Act and the Nor-
wegian Public Limited Liability Compa-
nies Act. The Code of Practice is available
at www.nues.no and the continuing
obligations for companies listed on the
Oslo Stock Exchange may be found at
www.oslobors.no . The principles also
apply to AMSC ASA’s subsidiaries where
relevant.
The following presents AMSC ASA’s
(hereinafter “AMSC”, the “Company” or
the “Group”) practice regarding each
of the recommendations contained in
the Code of Practice. Any deviations
from the recommendations are found
under the item in question. In addition
to the Code of Practice, the Norwegian
Accounting Act section 2-9 stipulates
that companies must provide a report on
their policies and practices for corporate
governance either in the annual report or
in a document referred to in the annual
report. This report is integrated in this
corporate governance statement.
PURPOSE
AMSC’s Corporate Governance principles
are intended to ensure an appropriate
division of roles and responsibilities
among the Company’s owners, its Board,
and its executive management and that
the Company’s activities are subject to
satisfactory control. These principles
contribute to the greatest possible value
creation over time, to the benefit of
AMSC intends to distribute its
shares in Solstad Maritime,
delist and liquidate in order
to maximize values for its
shareholders. Good corporate
governance will help to reduce
risk and ensure sustainable
value creation.
CORPORATE
GOVERNANCE
76 - ANNUAL REPORT 2024
AMSC ASA
owners and other stakeholders. It is the
responsibility of the Board of AMSC to
ensure that the Company implements
sound corporate governance.
BUSINESS
The Company’s business is to own
approximately 19,6% of the shares in
Solstad Maritime Holding ASA (“Solstad
Maritime”).
Pursuant to clause 3 of the Company’s
articles of association, the objective of
the Company is “to own and carry out
industrial business and other activities
related hereto, including ownership
of vessels, capital management and
other functions for the group, as well as
participation in or acquisition of other
companies.”
On 22 January 2025, it was announced
that Solstad Maritime intends to apply
for a listing of its shares on Euronext Oslo
Børs during Q2 2025. In connection with
the announced listing of Solstad Mari-
time, the Board of AMSC will propose to
distribute its shares in Solstad Maritime
as dividend to its shareholders. The Board
believes that a distribution of its Solstad
Maritime shares in connection with a
listing of the company allows for a more
efficient ownership structure giving AMSC
shareholders direct ownership in Solstad
Maritime. Following the distribution of the
Solstad Maritime shares as dividend, the
Board intends to propose to liquidate and
delist AMSC from Euronext Oslo Børs
AMSC has not adopted specific guidelines
on equality and diversity due to its limited
number of employees. The company is
however focused on carrying on its busi-
ness in line with the principles of equality
and diversity with respect to the compo-
sition of its management and board. The
board of directors is comprised of three
members whereof one is female.
The Norwegian Accounting Act stipulates
that companies must report on what
they do to integrate corporate social
responsibility into their activities, and this
is presented in more detail on page 16 in
the Board of Director’s report.
EQUITY AND DIVIDENDS
Equity
The Group’s book equity as of 31 De-
cember 2024 was NOK 2 287 million
corresponding to an equity ratio of 99
percent. The Company’s Board frequently
monitors the Company’s equity level ac-
cording to the Norwegian Public Limited
Liability Companies Act sections 3-4
and 3-5. As such, the Company regards
the Group’s current equity as sound.
The Board also monitors the Company’s
capital structure and ensures that the
Company’s capital structure is appro-
priate to AMSC’s objective, strategy and
risk profile.
On 12 February 2025 the Company
announced a special dividend of NOK
3.9255 per share classified as return
of paid in capital, which was paid on or
about 25 February 2025. Furthermore,
the Company announced on 22 January
2025 that the Board of AMSC will pro-
pose to distribute its shares in Solstad
Maritime as dividend to its shareholders
in connection with the announced listing
of Solstad Maritime on Euronext Oslo
Børs.
Dividends
AMSC’s dividend policy is included in
the section “Shares and shareholder
information”, on pages 71-73 of this
annual report. Any payment of dividend
will be based upon the Group’s earnings
for the last year ended and other factors,
the financial situation at the relevant
point in time and applicable restrictions
under AMSC’s financial agreements and
applicable laws and regulations.
Board authorizations
The Board’s current Board authorizations
to increase the Company’s share capital
and purchase own (treasury) shares are
to be limited to defined purposes and
to be valid only until the annual general
meeting in 2025.
The annual general meeting in 2024
granted an authorization to the Board
to purchase own (treasury) shares in
connection with the Company’s incentive
scheme for employees, for investment
purposes, subsequent sale, or deletion
of such shares and in connection with
acquisitions, mergers, de-mergers or
other transactions. The Board was also
granted an authorization to increase the
share capital in connection with strength-
ening of the Company’s equity capital or
to raise equity capital for future invest-
ments within the Company’s scope of
operations. The Board has authorization
to pay dividends.
All of these Board authorizations are
valid up to the annual general meeting in
2025.
EQUAL TREATMENT OF
SHAREHOLDERS
The Company has a single class of
shares, and all shares carry the same
rights in the Company.
The Company is attentive to the principle
of equal treatment of all shareholders. If
existing shareholders’ pre-emptive rights
are waived upon an increase in share
capital, the Board must justify the waiver
and the justification must be disclosed in
the stock exchange announcement of the
increase in share capital. Transactions in
own (treasury) shares must be executed
on the Oslo Stock Exchange or by other
means at the listed price.
CORPORATE
GOVERNANCE
ANNUAL REPORT 2024 - 77
AMSC ASA
SHARES AND NEGOTIABILITY
AMSC’s shares are freely negotiable.
GENERAL MEETINGS
The Board encourages shareholders to
participate in its general meetings. It is
the Board’s priority to hold the annual
general meeting as early as possible
after the year-end. Notices convening
general meetings, with comprehensive
documentation relating to the items on
the agenda, including the recommenda-
tions from the nomination committee,
are made available on the Company’s
website no later than 21 days prior to the
general meeting.
The notice materials include a thor-
ough explanation of all procedures for
registration, voting and attendance. In
addition, information on how to propose
a resolution to the items on the agenda
at the annual shareholders’ meeting will
be included in the notice. If a general
meeting is held as a physical meeting,
the shareholders will also be given the
opportunity to participate virtually unless
the board of directors finds there is
sufficient cause for it to refuse to allow
this. The proxy form includes instruc-
tions for representation at the meeting
through a proxy or by virtual participation
and allows shareholders to nominate a
person who will be available to vote on
behalf of the shareholders. In addition,
to the extent possible, the proxy form
includes separate voting instructions to
be given for each matter to be considered
by the meeting. Pursuant to clause 8 of
the Company’s articles of association, the
shareholders may also vote electronically
in advance of the general meeting.
Pursuant to the Company’s articles of
association, the Chair of the Board or an
individual appointed by the Chair of the
Board will chair shareholder’s meetings.
Thus, the articles of association of the
Company deviates from the Code of
Practice in this respect. Having the Chair
of the Board or a person appointed by her
chairing the general meetings simplifies
the preparations for the general meet-
ings significantly. Board members and
the chair of the nomination committee
are required to attend general meetings.
The auditor shall attend shareholders’
meetings when items to be considered
are of such a nature that the auditor’s
attendance is regarded as essential.
The shareholders are invited to vote on
the composition of the Board proposed
by the nomination committee as a group,
and not on each board member sepa-
rately. Hence, the Company deviates from
the Code of Practice in this regard as it
is important to the Company that the
Board works in the best possible manner
as a team, and that the background and
competence of the board members com-
plement each other.
Minutes of general meetings are pub-
lished as soon as practically possible
via the Oslo Stock Exchange publication
service www.newsweb.no (ticker: AMSC)
and on the Company’s website www.
amscasa.com.
NOMINATION COMMITTEE
AMSC has a nomination committee, as
set forth in its articles of association.
Pursuant to the articles of association,
the nomination committee is to comprise
no fewer than two members. Each mem-
ber is normally elected for a two-year pe-
riod. The composition of the nomination
committee reflects the interests of the
shareholders, and its members are inde-
pendent from the Board and executive
management. The members and Chair of
the nomination committee are elected by
AMSC’s annual shareholders’ meeting,
which also approves the remuneration
payable to committee members.
Pursuant to AMSC’s articles of associa-
tion, the nomination committee recom-
mends candidates for members of the
Board. The nomination committee also
makes recommendations as to remuner-
ation of Board members and members of
the nomination committee. The current
members of the nomination committee,
as elected by the general meeting, are
Charlotte Håkonsen (chair), Ingebret G.
Hisdal and Hilde Kristin Ramsdal (deputy
member).
The general meeting of the Company has
adopted guidelines for the nomination
committee. According to these guidelines,
the nomination committee shall empha-
size that candidates for the Board have
the necessary experience, competence
and capacity to perform their duties in
a satisfactory manner. Furthermore, at-
tention should be paid to ensure that the
Board can function effectively as a colle-
giate body. A reasonable representation
with regard to gender and background
should also be emphasized, and the
nomination committee should present its
nomination of Directors to the Board, and
also justify its nominations. The guide-
lines for the nomination committee are
available on the Company’s website.
The Chair of the nomination committee
has the overall responsibility for the work
of the committee. In the exercise of its
duties, the nomination committee may
contact, amongst others, shareholders,
the Board, management and external ad-
visors. The nomination committee shall
also ensure that its recommendations
are endorsed by the largest sharehold-
ers. The Company will provide their
shareholders with information on how
to submit proposals to the nomination
committee for candidates for election to
the Board on the Company’s website.
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GOVERNANCE
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AMSC ASA
BOARD OF DIRECTORS: COMPOSITION
AND INDEPENDENCE
Pursuant to the Company’s articles of
association and corporate governance
policy, the Board comprises between
three and nine members, which are
elected for a period of two years. Further,
up to three shareholder-elected deputy
board members may be elected annually.
The Chair of the Board is elected by the
general meeting. The Board may elect a
Deputy Board Chair.
The majority of the shareholder-elected
Board members are to be independent of
the Company’s executive management,
its significant business associates and its
significant shareholders. Representatives
of AMSC’s executive management shall
not be board members. The current
composition of the Board is presented on
page 12 of this annual report, which also
includes the board members’ expertise,
capabilities and independence. The cur-
rent members of the Board are Annette
Malm Justad (Chair), Peter Knudsen and
Frank Reite. Two of the three members
of the Board are independent of the
Company’s significant shareholders and
significant business associates.
One of the three shareholder-elected
Board members are up for election in
2025.
THE WORK OF THE BOARD OF
DIRECTORS
The Board has adopted informal guide-
lines that regulate areas of responsibility,
tasks, and division of roles of the Board,
Chair, and CEO. These instructions feature
rules governing Board schedules, rules
for notice and chairing of Board meetings,
decision-making rules, the CEO’s duty
and right to disclose information to the
Board, professional secrecy, impartiality,
and other issues. These instructions also
state how the board of directors and
the CEO shall handle agreements with
related parties, including whether an
independent valuation is considered nec-
essary. The transaction of agreements
with related parties should be carried
out in a manner that ensures sufficient
clarity with regard to the balance of the
agreement. The board should also pres-
ent any such agreements in the annual
report. See information on transactions
with related parties in Note 16 to the
consolidated accounts.
To ensure a more independent consid-
eration of matters of a material nature
in which the Chair is, or has been, person-
ally involved, the Board’s consideration of
such matters should be chaired by anoth-
er member of the Board. The Board itself
assesses the need to elect a deputy chair.
The Norwegian Public Limited Liability
Companies Act requires that companies
listed on a regulated market shall have
an audit committee. Due to the small
size of the Company’s Board, the entire
Board acts as the audit committee, thus
the Company deviates from The Code of
Practice in this respect. The majority of
the members of the audit committee are
independent of the Company’s opera-
tions.
With the exception of the audit commit-
tee, the Board has not deemed it neces-
sary to establish other board committees
at this time. The Board has considered
appointing a remuneration committee in
order to help ensure thorough and inde-
pendent preparation of matters relating
to compensation paid to executive per-
sonnel. However, due to the small size of
the Board and since no members of the
executive personnel are also members
of the Board, the Board does not deem
it necessary to appoint a remuneration
committee.
AMSC has prepared guidelines designed
to ensure that members of the Board and
executive management notify the Board
of any direct or indirect stake they may
have in agreements entered into by the
Group.
RISK MANAGEMENT AND INTERNAL
CONTROL
The Board is to ensure that the Company
maintains solid in-house control practices
and appropriate risk management sys-
tems tailored to the Company’s business
activities. The Board annually reviews
the Company’s most important risk
areas and internal control systems and
procedures, and the main elements of
these assessments are mentioned in the
Board’s report.
Audit Committee
The audit committee has reviewed the
Company’s internal reporting systems,
internal control and risk management
and had dialogue with the Company’s
auditor. The audit committee has also
considered the auditor’s independence.
AMSC’s financial policies ensure fol-
low-up of financial risk. Key targets are
identified by the Board and management
to ensure timely control of currency
exposure, interest rate exposure and
compliance with loan covenants.
Financial Statement Close Process
Consolidation and control over the
financial statement close process is the
Controller’s responsibility. The Company
has a small organization with three
employees, who all have direct communi-
cation with the Board. Meetings between
management, the external auditor and
members of the Board, to identify signif-
icant accounting issues or other issues
are held prior to completion of the annual
report and in connection with manage-
ment’s reporting to the audit committee.
CORPORATE
GOVERNANCE
ANNUAL REPORT 2024 - 79
AMSC ASA
The purpose of these meetings is to
focus on new and amended accounting
principles or other issues in the financial
statements. Financial results and cash
development are analyzed and compared
to the budget by the CFO and Controller
and reported to the Board quarterly.
Because of the inherent segregation of
duties matters caused by having only
three employees, special actions have
been implemented. In Norway, dis-
bursements are managed by accounting
services purchased from an accounting
firm, with normal control procedures in
place such as management approval of
invoices for payment and two signatories
required for payments.
The Board approves the Company’s year-
ly budget and reviews deviations to the
budget on a quarterly basis.
REMUNERATION OF
THE BOARD OF DIRECTORS
Board remuneration is to reflect the
Board’s responsibility, expertise, time
spent, and the complexity of the busi-
ness. Remuneration does not depend on
AMSC’s financial performance, and the
Company does not grant share options
to the board members. Board members
and companies with whom they are
associated must not take on special tasks
for the Company beyond their Board
appointments unless such assignments
are disclosed to the full Board and re-
muneration for such additional duties is
approved by the Board. The Chair and the
Board have not received benefits other
than directors’ fees.
Additional information on remuneration
paid to board members for 2024 is
presented in Note 15 to the consolidated
accounts.
REMUNERATION OF
EXECUTIVE MANAGEMENT
The Board has adopted guidelines for
remuneration of executive management
in accordance with the Norwegian Public
Limited Company Act section 6-16a.
Salary and other remuneration of AMSC’s
CEO are determined by the Board. The
guidelines are prepared with the aim to
contribute to the company’s commercial
strategy, long-term interests and finan-
cial viability.
The Board’s guidelines for remuneration
of executive management will be pre-
sented to the annual general meeting
and be subject to the shareholders’ ap-
proval every fourth year, as a minimum.
The guidelines currently approved by the
shareholders are available on the Compa-
ny’s website.
The board of directors will prepare and
present a report on remuneration of
executive management every year as
part of the annual general meeting, in
accordance with the Norwegian Public
Limited Company Act section 6-16b. This
report is subject to the shareholders’
advisory vote only.
INFORMATION AND COMMUNICATIONS
The Board has established guidelines for
the reporting of financial and other in-
formation and is based on openness and
on equal treatment of shareholders, the
financial community, and other interested
parties.
All stock exchange notifications and
press releases are made available on the
Company’s website www.amscasa.com;
stock exchange notices are also available
from www.newsweb.no. All information
that is distributed to shareholders is
simultaneously published on AMSC’s
website. The Company’s financial calen-
dar is also found on page 5 of this annual
report.
TAKE-OVERS
The overriding principle is equal treat-
ment of shareholders. The principles
are based on the bidder, the Company
and the management all having an
independent responsibility for fair and
equal treatment of the shareholders in a
takeover process, and that company op-
erations are not unnecessarily disturbed.
It is the responsibility of the Board to
ensure that the shareholders are kept
informed and that they have reasonable
time to assess the offer.
Unless the Board has particular reasons
for so doing, it will not take steps to
prevent or obstruct a take-over bid for
the Company’s business or shares, nor
use share issue authorizations or other
measures to hinder the progress of the
bid, without such actions being approved
by the shareholders’ meeting after the
takeover offer has become public knowl-
edge.
AUDITOR
The auditor will make an annual pre-
sentation to the Board of a plan for the
auditing work for the year. Further, the
auditor is to provide the Board with an
annual written confirmation that the
requirement of independence has been
met. The auditor must also submit an
annual additional report to the audit
committee in which it declares its inde-
pendence and explains the results of the
statutory audit carried out by providing a
range of information about the audit.
The auditor participates in at least one
Board meeting annually, including the
meeting prior to the annual general
meeting. At this meeting, the auditor re-
views any material changes in the Com-
pany’s accounting policies, comments
on any material estimated accounting
figures and reports all material matters
on which there has been disagreement
CORPORATE
GOVERNANCE
80 - ANNUAL REPORT 2024
AMSC ASA
between the auditor and the executive
management of the Company. The audi-
tor also presents to the Board a review
of the Company’s internal control proce-
dures, including identified weaknesses
and proposals for improvements.
One meeting a year is held between the
auditor and the Board, at which no rep-
resentatives of executive management
are present. Auditors are to provide the
Board with an annual overview of ser-
vices other than auditing that have been
supplied to the Company.
In accordance with the “General Meet-
ings” section above, the auditor shall
attend shareholders’ meetings when
items to be considered are of such a
nature that the auditor’s attendance is
regarded as essential. Remuneration
for auditors, presented in note 3 to the
consolidated accounts, is stated for the
four categories of ordinary auditing, other
attestation services, tax assistance and
other assurance services. In addition,
these details are presented at the annual
general meeting. The auditor has provid-
ed the Board with written confirmation of
its independence.
CORPORATE
GOVERNANCE
AMSC ASA
ANNUAL REPORT 2024 - 81
NORWAY OFFICE
Mail:
P.O.Box 230
1326 Lysaker, Norway
Visiting:
Building B, Oksenøyveien 10
1366 Lysaker, Norway
Pål L. Magnussen
pal.magnussen@amscasa.com
Morten Bakke
morten.bakke@amscasa.com
AMSC ASA