Oceanteam : Annual Report 2022 -

OCEANTEAM ASA

ANNUAL REPORT 2022

Bærum, Norway

Oceanteam Annual Report 2022	1

CONTENT
1.	KEY EVENTS AND FINANCIAL PERFORMANCE	3
2.	MESSAGE FROM THE CEO	3
3.	CORPORATE IDENTITY, MISSION AND VISION	3
4.	MARKET OUTLOOK	3
5.	BOARD OF DIRECTORS AND MANAGEMENT TEAM	4
6.	REPORT OF THE BOARD OF DIRECTORS	4
	a.	CORPORATE STRUCTURE	4
	b.	BUSINESS ACTIVITY	4
	c.	COMMENTS RELATED TO THE FINANCIAL STATEMENTS	4
	d.	GOING CONCERN	5
	e.	RISKS	5
	f.	EVENTS AFTER THE BALANCE SHEET DATE	6
	g.	SHARE HOLDER INFORMATION	6
7.	CONFIRMATION FROM THE BOARD OF DIRECTORS AND CEO	7
8.	CORPORATE GOVERNANCE AND CSR	7
	a.	CORPORATE SOCIAL RESPONSIBILITY (CSR)	7
	b.	CORPORATE GOVERNANCE POLICY	8
	c.	CORPORATE GOVERNANCE DEVIATIONS	13
9.	FINANCIAL STATEMENTS GROUP	14
10.	FINANCIAL STATEMENTS PARENT	58
11.	AUDITOR'S REPORT	75

Oceanteam Annual Report 2022

2

1. KEY EVENTS AND FINANCIAL PERFORMANCE

In this report Oceanteam ASA is further referred to as "Oceanteam" or "Company". Oceanteam Group consists of Oceanteam ASA and its subsidiaries.

KEY EVENTS in 2022 and 2023

Business activities:

• In December 2022, Oceanteam signed a share purchase agreement for the sale of the entire Solutions segment.
• In January 2023, an extraordinary general meeting of Oceanteam ASA approved the sale.
• In January 2023, proceeds from the sale were used to repay the USD 3 million shareholder loans.

Corporate events:

• In March 2022, Jacob Johannes van Heijst was elected as a board member of Oceanteam ASA
• In March 2023, Michael Timson succeeded Hans Reinigert as CEO of Oceanteam ASA

KEY FINANCIAL FIGURES OF THE OCEANTEAM GROUP

Amounts in US Dollar million
From the income statement	2022	2021	Variance
Operating income	0,1	0,3	(0,2)
Operating expenses	-	-	-
Personnel cost	(0,6)	(1,0)	0,4
General & administration	(0,4)	(0,5)	0,1
Depreciation	-	-	-
Operating profit / (loss)	(0,9)	(1,2)	0,3
Net finance costs	(0,3)	(0,2)	(0,1)
Ordinary profit / (loss) before tax	(1,2)	(1,5)	0,3
Tax income / (expense)	-	-	-
Profit / (loss) from continuing operations (1,2)	(1,5)	0,3
Profit / (loss) from discontinued operations	(7,0)	(1,7)	(5,3)
Profit / (loss) for the year	(8,2)	(3,2)	(5,1)
From the finance position		2022	2021
Non-current assets		-	13,2
Current assets		9,5	5,4
Cash		1,5	2,8
Total assets		9,5	18,5
Interest bearing debt		3,0	3,0
Equity		4,9	13,1
Key Figures		2022	2021
EBITDA*		(0,9)	(1,2)
Current ratio*		2,06	2,22
Equity ratio*		51%	71%

* See note 27 - Alternative Performance Measures

2. MESSAGE FROM THE CEO

The financial year 2022 was another transitional year for Oceanteam with the sale of the Oceanteam Solutions segment that was finalised in January 2023. Including the earlier divestment of the Oceanteam Shipping segment, Oceanteam has now divested all its loss-making business segments. The operations relating to Oceanteam Shipping and Oceanteam Solutions are presented under discontinued operations in the consolidated income statement.

The proceeds from the sale of Oceanteam Solutions were partially used to repay the shareholders loans in full. The remaining proceeds have markedly increased Oceanteam's cash reserves. Oceanteam now has significant cash reserves, no debt, and a lean cost base.

Oceanteam is now no longer restrained by these loss-making business segments when engaging with other more resilient and growing prospective investments. The company has sufficient cash reserves to execute on ongoing initiatives in line with earlier announced criteria of stable but growing cashflow, thereby providing value to the shareholders of the Company.

We are in ongoing discussions with potential partners that have profitable business models with focus on environmental improvements in their ESG approach. We are strongly committed to realising an M&A opportunity to revitalise the company and to create long-term shareholder value.

I would like to thank all stakeholders for their positive contribution. Particularly our small, dedicated team of employees and our supportive board of directors.

Mike Timson

CEO of Oceanteam ASA

3. CORPORATE IDENTITY, VISION AND MISSION

Oceanteam is a Norwegian listed subsea and offshore services company, with a head office in Bærum. The Company has divested its Oceanteam Shipping and Oceanteam Solutions segments.

The company is looking to execute on ongoing initiatives in line with earlier announced principles of stable but growing cashflow, thereby providing value to the shareholders of the Company. We are looking for partners that have a profitable business model with focus on environmental improvements in their ESG approach.

For more information about the Company: www.oceanteam.no

The Company ticker on the Oslo Stock Exchange is "OTS" (www.ose.no).

4. MARKET OUTLOOK

Oceanteam is currently unable to identify a market outlook as its last remaining operating segment has been divested and no decision has yet been taken regarding which business will be carried out in the future.

Oceanteam Annual Report 2022

3

5. BOARD OF DIRECTORS AND MANAGEMENT TEAM

Board of Directors

Keesjan Cordia

Chairman of the Board of Oceanteam ASA since April 2018 Year of birth: 1974, Dutch national

Current positions: director of Invaco Management B.V., Corinvest B.V., Ship Finance International Ltd (NYSE), Northern Drilling Ltd (OSE), Combifloat B.V., Kerrco Petroleum, Capricorp Investments Ltd, Capricorp Investments N.V., VS Particle Holding B.V and Workships Group B.V.

Former positions: owner/director of Sea Accommodation Resorts Limited (Sea Fox Group) B.V.

Education: academic degree in business economics

Karin Govaert

Member of the Board of Oceanteam ASA since April 2018 Year of birth: 1968, Dutch national

Current position: founder and director of Rivermaas B.V. and supervisory board member of Samskip Holding B.V.

Former positions: consultant, operational partner for Rotterdam Port Fund

Education: academic degree in economics, master's in finance

Jacob Johannes van Heijst

Member of the Board of Oceanteam ASA since April 2022 Year of birth: 1968, Dutch national

Current positions: director of Stichting Value Partners Family Office, Stichting Pieter Bastiaan, Stichting IENA, Singkep Derivatives B.V. and Arcona Property Fund N.V.

Former positions: derivatives trader in Amsterdam and New York, head of research at Optiver

Education: PhD in Medical Physics

Management Team:

Michael Timson

CEO of Oceanteam ASA since March 2023

Ben de Jong

CFO of Oceanteam ASA since August 2021

6. REPORT OF THE BOARD OF DIRECTORS

a. CORPORATE STRUCTURE

Oceanteam ASA is the parent company of a group of companies (together the "Oceanteam Group"). After the divestment of the Solutions segment, the remaining companies are either dormant or have limited activity. Oceanteam intends on liquidating these remaining companies in 2023.

Most of the subsidiary companies are incorporated in Norway and in the Netherlands.

Oceanteam Annual Report 2022

b. BUSINESS ACTIVITY OCEANTEAM SOLUTIONS

Oceanteam currently does not have a business activity as its last remaining operating segment has been divested and no decision has yet been taken regarding which business will be carried out in the future.

c. COMMENTS RELATED TO THE FINANCIAL STATEMENTS

INCOME STATEMENT

The Oceanteam Solutions segment has been classified under discontinuing operations retrospectively. The income statement has therefore been represented for 2021. The continuing operations only represent Oceanteam ASA and some subsidiaries with little or no activity.

Oceanteam ASA has been separately identified as its own operating segment separate to Oceanteam Shipping and Oceanteam Solutions. The net result from the Oceanteam shipping segment and Oceanteam Solutions segment is presented under discontinuing operations.

The loss from continuing operations for 2022 was USD 1.2 million (2021: USD

1.5 million). The loss from discontinued operations for 2022 was USD 7.0 million (2021: 1.7 million).

The reduction in the loss from continuing operations is mainly driven by the non-recurrence of redundancy costs in 2021 and from a decrease in use of external consultants year on year. See note 8 for further information.

Most of the loss from discontinued operations relates to the Oceanteam Solutions Segment. This segment suffered a loss of USD 6.8 million of which USD 5.7 million relates to an impairment of the equipment. See note 11 for further information.

The total loss of the Oceanteam Group increased to USD 8.2 million in 2022 compared to USD 3.2 million in 2021.

BALANCE SHEET AND CAPITAL STRUCTURE

Total assets at the end of the reporting period amounted to USD 9.5 million, compared to USD 18.5 million as of 31 December 2021. Equity as a percentage of total assets was 51 percent per 31 December 2022, compared to 71 percent per 31 December 2021.

Oceanteam has diversified capital sources consisting of equity and shareholders' loans. The equity (share capital of the Company) is divided into 34,338,833 shares with a nominal value of NOK 5.75 each. The loans from the shareholders of USD 3 million were repaid in January 2023.

The assets and liabilities attributable to the Solutions Segment have been classified as held for sale. Following the reclassification of the equipment within the Solutions segment to 'assets held for sale', these assets have been measured at the lower of their carrying value and fair value, less costs to sell. The fair value less costs to sell has been determined by using the sale price of the Oceanteam Solutions segment. This has resulted in an impairment of USD 5.7 million. See note 11 for further information.

The fully consolidated subsidiary, Oceanteam Bourbon 4 AS, has a loan receivable from the equity accounted associate, Oceanteam Bourbon 101

4

AS. The loan balance per 31 December 2022 is USD 9.5 million. After the provision for expected credit losses, the carrying value of the loan is USD 1.1 million.

INVESTMENT IN ASSOCIATES AND JOINT VENTURES

The Investment in associates and joint ventures was nil on 31 December 2022 (31 December 2021: USD nil). This is primarily the investment in Oceanteam Bourbon 101 AS, the company being accounted for according to the equity method.

CASH FLOW AND LIQUIDITY

During 2022, the Group's cash position decreased from USD 2.8 million to USD 1.5 million.

Net cash flow from operating activities amounted to negative USD 0.1 million in 2022 compared to positive USD 1.5 million in 2021. The net decrease in cash from discontinued operations amounted to USD 1.1 million in 2022 compared to USD 2 million in 2021.

d. GOING CONCERN

In accordance with the Accounting Act § 3-3a Oceanteam ASA confirms that the financial statements have been prepared under the assumption of going concern. This assumption is based on income forecasts for the years 2023 - 2024. After the divestment of the Solutions segment, the cash position of the group has improved significantly. Liquidity forecasts going forward show outgoing cashflows higher than incoming cashflows. The company has sufficient cash reserves to cover this net cash outflow for an extended period of time, well in excess of 12 months from the publication date of this report.

The Directors have considered all available information about the future when concluding whether the Company is a going concern at the date, they approve the financial statements. The review covers a period of at least twelve months from the date of approval of the annual report. There is inherent risk in cash flow estimates. See note 3 for further information.

e. RISKS

Based on the Group's activities and strategic objectives, the Company has identified the main risks associated with its activities and strategy.

These risk factors may positively or adversely affect Oceanteam in the future. Please note that the risks below are not the only risks that may affect Oceanteam's business or the value of the shares. Additional risks not presently known to the Board of Directors or considered immaterial may also affect its business operations and projects. Development of the business and changes in market conditions can also lead to new risk areas that previously were not applicable. If any of the risks described below materialise, individually or together with other circumstances, they may have a material adverse effect on the Group's business, financial condition, results of operations and cash flow and / or prospects. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance. The

Oceanteam Annual Report 2022

risks mentioned herein could materialise individually or cumulatively.

The appetite for risks is extensively discussed and tested for every major individual event, such as entering into a contract, making an acquisition or divestment, deciding to make an (capex) investment, or hiring new management.

All management in Oceanteam must identify and evaluate the risks to the achievement of any project objectives, set boundaries for risk acceptance, and apply fit-for-purpose responses. Management must actively manage their project risks and accurately inform decision authorities and the Management of the Group. Risk management is primarily about adopting a structured way of working that ensures risks are identified, understood, agreed, communicated, and acted upon in a timely and consistent manner. An unambiguous organizational framework is a pre-requisite. Risk management is an integrated part of and is actively used to support the decision-making process.

The Company has two explicit "zero tolerance" criteria:

1. In relation to HSE: Oceanteam has zero tolerance for harm to people or for damage to the environment or to its assets in the execution of its activities.
2. In relation to Compliance: Oceanteam has zero tolerance for non- compliance with the Oceanteam's Code of Ethics and any related applicable laws and regulations.
   Risk breakdown structures are excellent tools for both risk identification as well as classifying, evaluating, and managing risks to assist with managing sub sections of the risk register. Active risk management must help in achieving the Companies' strategic goals and objectives.

TECHNICAL RISKS

Oceanteam is currently unable to identify any technical risks as its last remaining operating segment has been divested and no decision has yet been taken regarding which business will be carried out in the future.

COMMERCIAL RISKS

Oceanteam is currently unable to identify any commercial risks as its last remaining operating segment has been divested and no decision has yet been taken regarding which business will be carried out in the future.

FINANCIAL RISKS

The Company is exposed to financial risk in different areas. Financial risks include interest rate and currency fluctuations and investment, credit and liquidity risks in general.

The Company has liabilities in foreign currencies and is exposed to currency risks. Since the functional currency is in USD, the foreign exposure is for liabilities in EUR and its fluctuations with USD. Some of the local costs for Oceanteam are in NOK. The overall strategy to reduce currency risk is largely based on natural hedging by having cash deposits in different currencies.

5