Annual Report 2025

Magnora ASA is listed on the Oslo Stock Exchange (Oslo Børs). The Magnora Group (“the Group”) aims to conduct its business in accordance with the recommendations in the Norwegian Code of Practice for Corporate Governance of 28 August 2025 (the “Code of Practice”, see www.nues.no). The Group’s principles of corporate governance are also based on relevant Norwegian laws such as the Norwegian Accounting Act and the Norwegian Public Limited Liability Companies Act.

The Group is committed to high ethical standards across all business activities. Corporate social responsibility is embedded in the Group’s operational practices and strategic decision-making, reflecting a commitment to responsible and sustainable business conduct.

The Group has implemented comprehensive guidelines to promote transparency, integrity, and equitable treatment of all shareholders. By adhering to sound corporate governance principles, including a clear delineation of responsibilities between shareholders, the Board of Directors (“the Board”), and Senior Management, the Group aims to mitigate business risks and enhance long-term shareholder value.
The parent company Magnora ASA has a corporate governance structure as follows.

The Audit Committee is a part of the Board of Directors and currently has two members. In addition to financial statements, financial reporting processes and internal controls, this committee also follows up risk and sustainability including sustainability information. The Board is ultimately responsible, independently of any Board Committee’s preparatory and advisory work. The roles of each governing body are further explained later in this chapter.

In accordance with Section 2-9 of the Norwegian Accounting Act, the Group shall include a statement in its annual financial report detailing how it has implemented the principles of the Norwegian Code of Practice for Corporate Governance. The statement must also account for any deviations from the recommendations set out in the Code.
Below is an outline of the Group’s principles for corporate governance, in accordance with the 15 sections of the Code of Practice.

The Board ensures that the company implements sound corporate governance. The Board has considered the Code of Practice and has not identified areas where Magnora does not comply.

The Articles of Association clearly describe the business that the company shall operate. The Articles, available at the Group’s website, state that the company’s objective is “the conduct of industry, trade and business associated with energy, IT and commodities, and sectors directly or indirectly related to these, in addition to investments in and acquisitions of businesses, securities, financial instruments and other assets, and participating in other businesses, directly or indirectly linked to these”.

The Board has defined clear objectives, strategies and risk profiles for the Group’s business activities such that the company creates value for shareholders in a sustainable manner as described in the previous chapters of this annual report. When carrying out this work, the Board takes into account financial, social and environmental considerations, and evaluates the objectives, strategy and risk profiles at least yearly.

The Group seeks to maintain a healthy financial structure which is appropriate to the Group’s objectives, strategy and risk profile.

The Group has established and disclosed a clear and predictable dividend policy. Excess capital is paid to the shareholders annually or quarterly. The capital structure shall normally be all equity based, and long-term debt is kept at a minimum. There shall normally be a substantial amount of cash and cash equivalents, and a solid financial position. The size and timing of dividends or other cash returns will depend on the need for growth capital given prevailing market conditions and opportunities, as well as expected cash flow. Cash returns to shareholders are currently in the form of repayment of paid-in capital. Share buybacks with subsequent cancelling of shares can supplement cash dividends during periods where the share is considered favourably priced and/or as a way of capital return preferred by shareholders.

The Code of Practice advises that the background to any proposal for the Board to be given a mandate to approve the distribution of dividends should be explained. Such authorisations have been granted, restricted to defined purposes and limited in time.

Authorisations granted to the Board to increase the Group’s share capital are restricted to defined purposes and limited in time to no later than the date of the next Annual General Meeting.

The Group has one class of shares only and each share entitles the holder to one vote at the Group’s Annual General Meetings.

All shareholders shall be treated on an equal basis unless there is a just cause for treating them differently in accordance with applicable laws and regulations. In the event of an increase in share capital of the Company through issuance of new shares, a decision to waive the existing shareholders’ pre-emptive rights to subscribe for shares shall be justified and be publicly disclosed including the reasons for the decision.

Transactions by the Group in the Group’s own shares are carried out through Oslo Børs at prevailing stock exchange prices. If there is limited liquidity in the Company’s shares, the Company shall consider other ways to ensure equal treatment of shareholders.

Transactions with close associates shall be on arm’s-length basis and in compliance with the Norwegian Public Limited Liability Companies Act. The Board will arrange for a valuation to be obtained from an independent third party unless the transaction, agreement or arrangement in question is immaterial or covered by the provisions of section 3-16 of the Norwegian Public Limited Liability Companies Act.

The Group may engage in business activities with or in cooperation with its shareholders. Such activities shall be handled at the board level, with a view of securing a foreseeable and consistent practice which prevents potential conflict of interest situations, arm’s-length treatment, and sound governance.

Directors, the CEO, and other members of Senior Management shall notify the Board in advance if they have a significant interest in any agreement which may or is to be entered into by the Group.

The Group’s shares are listed on Oslo Børs and are freely negotiable. There are no limitations on any party’s ability to own, trade or vote for shares in the company.

The General Meeting is the Group’s supreme corporate body. The Articles and the Norwegian Public Limited Liability Companies Act set out the authority and mandate of the Annual General Meeting. The General Meetings of the Group may be held in Oslo or Bærum, Norway.

All shareholders of the Group have the right to attend the General Meetings. Individual shareholders are entitled to have the documents sent to them free of charge, upon request to the Group. Attendance forms for a General Meeting may be sent to the Group up to two days before such a meeting. Shareholders may attend by proxy, and the Group provides the shareholders with proxy forms which enable the shareholder to instruct its representative on each individual item on the agenda. The shareholders may decide between granting proxy to a representative of their own choice, or to the Chairperson of the Board.

The Board ensures that the General Meeting can elect an independent chairperson for the meeting. The Board also ensures that the resolutions and supporting information distributed are sufficiently detailed, comprehensive and specific to allow shareholders to form a view on all matters to be considered at the meeting. Shareholders will normally be able to vote on each individual matter, including each individual candidate nominated for election to the Board, the Nomination Committee and any other corporate bodies to which members are elected by the General Meeting. The minutes from the General Meeting are published on the Group’s website as soon as possible following the General Meeting.

The Annual General Meeting approves the Group’s annual financial statements and elects the members of the Board of Directors and the Nomination Committee as well as the auditor. The meeting is also a forum for presentation and discussion of other issues of general interest to shareholders. The Board ensures that the members of the Board and the chairperson of the Nomination Committee attend the Annual General Meeting, in person or by proxy. The date of the Annual General Meeting is published in the Group’s financial calendar for the year, which is also posted on the Group’s website. Notice of Annual General Meetings, including documentation relating to the items on the agenda and the recommendation of the Group’s Nomination Committee, is in accordance with the Articles published at the Group’s website no later than 21 days before the Annual General Meeting is to be held.

The Group is not required to and does not have a Corporate Assembly.

The Group has a Nomination Committee comprising of three members elected by the General Meeting, for terms up to two years. The General Meeting elects the Chairperson of the Nomination Committee. In connection with the elections of Directors and members to the Nomination Committee, the Nomination Committee shall provide a proposal for candidates to the notice for the General Meeting. The Nomination Committee shall also present a proposal for the remuneration of the Board and of the Nomination Committee. The mandate described above is stated in the Group’s Articles of Association. There are guidelines for the Nomination Committee.

The members of the Committee are selected to take into account the interests of shareholders in general. The majority of the committee is independent of the Board and the executive personnel. The Committee does not include any executive personnel or any member of the Group’s Board.

The Nomination Committee has contact with shareholders, the Board and the Group’s executive team as part of its work proposing candidates for election to the Board of Directors. Its recommendations are explained.

Information regarding the composition of the Nomination Committee, which members are up for election, how input and proposals can be submitted to the Nomination Committee, and deadlines are posted on the Group’s website prior to the Annual General Meeting.

The Board is composed in a way that meets the Group’s need for expertise, capacity, and diversity, and with the aim of ensuring that the Board can attend to the common interests of all shareholders and operate independently of any special interests and function effectively as a collegial body. The principles for diversification of the Board are set out in the Group’s equality and diversity policy.

The Board shall pursuant to the Articles consist of three to seven members. All members shall be elected by the General Meeting. The Chairperson is elected by the General Meeting. Members of the Board are elected for a period of up to two years, or such shorter period as decided by the General Meeting, and directors may be re-elected. The Board currently consists of three members: Torstein Sanness (Chair), John Hamilton and Hilde Ådland. Presentations of the Directors are available in a separate chapter in this Annual Report and on the Group’s website.

The composition of the Board is such that it can operate independently of any special interests. All members are independent of the company’s executive personnel and material business contacts, and of the company’s main shareholders. The Board does not include members of the executive team.

The members of the Board are encouraged to own shares in the Group. Information on the Directors’ shareholdings in the Group is set out in the Magnora remuneration report 2025. The Directors’ expertise is described in the following chapter. Meeting attendance in 2025 was 100 percent for all Directors. All three Directors are considered independent.

The Board is ultimately responsible for administering the Group’s affairs and ensuring the Group’s operations are organised in a satisfactory manner. Moreover, the Board is responsible for establishing supervisory systems and for overseeing that the business is run in accordance with the Group’s core values and ethical guidelines. The Board prepares an annual plan for its work, with emphasis on objectives, strategy, and implementation. Furthermore, the Board approves the budget for the Group.

The Board has instructions for its own work as well as for the executive management with particular emphasis on clear internal allocation of responsibilities and duties. The instructions state how the Board and executive management shall handle agreements with related parties, including whether an independent valuation must be obtained. The Board should also present any such agreements in its annual Directors’ report.

The Board ensures that members of the Board and executive personnel make the company aware of any material interests that they may have in items to be considered by the Board. In matters of a material character in which the Chairman of the Board is, or has been, personally involved, such matters will be chaired by some other member of the Board.

The Board has an Audit Committee, which acts as a preparatory and advisory working committee regarding the Group’s financials, risk and sustainability. The Audit Committee further assists the Board in various matters relating to the Group’s financial statements, financial reporting processes and internal controls, and the qualifications, independence, and performance of the external auditor. The members of the Audit Committee receive remuneration as decided by the Annual General Meeting. Currently, the members of the Audit Committee are John Hamilton (committee chair) and Torstein Sanness.

The Board will consider appointing a Remuneration Committee to ensure thorough and independent preparation of matters relating to compensation paid to the executive team. Membership of such committee will be restricted to members of the Board who are independent of the Company’s executive team.

The Group maintains a directors and officers liability insurance policy (D&O) for a maximum liability of USD 10 million.

The Board meets a minimum of six times a year and more frequently if required. The Board held 14 board meetings in 2025, of which 4 were physical board meetings and the rest were held online. The average participation level was 100 percent. The Board evaluates its performance and expertise annually.

The Board ensures that the Group has sound internal control functions and appropriate systems for risk management tailored to the extent and nature of its operations and in accordance with the Group’s core values, ethical guidelines and social responsibility policy. A review of the Group’s most important risk areas and its internal control functions is conducted by the Board on an annual basis.

The Group is exposed to a variety of risks, including market and financial risk, liquidity and capital access risk, regulatory and policy risk, geopolitical risk, project execution risk, environmental and climate risk, business conduct and compliance risk, cybersecurity and physical security risk, human capital risk, competition risk, cash flow risk, and counterparty risk. The Group’s overall risk management seeks to minimise the potential adverse effects on the Group’s performance likely to be caused by its exposure to such risk factors. The Group prepares and publishes quarterly and annual financial statements. The Group’s consolidated financial statements are prepared in accordance with IFRS and IFRIC interpretations as adopted by the EU.

The remuneration of the members of the Board reflects the Board’s responsibilities, expertise, and time commitment, and the complexity of the Group’s activities. The remuneration is determined on a yearly basis by the General Meeting. The Directors are reimbursed for travelling, hotel and other expenses incurred by them in attending Board meetings or in connection with the business of the Group.

Ahead of the Annual General Meeting of 29 April 2025, the Nomination Committee evaluated the Board’s work since the Annual General Meeting of 2024 and found the renumeration to be appropriate.

Members of the Board and/or companies with which they are associated will normally not take on specific assignments for the Group in addition to their appointment as a member of the Board. If they nonetheless do take on such assignments, this must be disclosed to the full Board. The remuneration for such additional duties shall be approved by the Board. Details of the remuneration to the Board are disclosed in note 25 to the Group’s consolidated financial statements for the year. Any remuneration in addition to normal Director’s fee is also specifically identified in the annual report.

The Group has guidelines for the remuneration of executive personnel, approved by the General Meeting on 29 April 2025. The guidelines are described in the “Magnora Remuneration Report 2025” which is disclosed as the last section of this Annual Report. The guidelines are clear and easily understandable, and they contribute to the Group’s commercial strategy, long-term interests and financial viability.

The Group’s arrangements in respect of salary and other remuneration shall help ensure the Senior Management and shareholders have aligned interests and are simple. The performance-related remuneration to executive personnel is as a main rule subject to an absolute limit, but the guidelines open for “at the Board’s discretion, additional remuneration which may exceed the variable salary cap in extraordinary circumstances, provided that such extraordinary arrangements are made only at an individual level and with the view to either recruit or retain an executive, as compensation for extraordinary work beyond individual usual duties or as part of a termination settlement”. This reflects an emphasis on strong incentives that is considered in the interest of the Group and its shareholders. Magnora is, more than most other listed companies, dependent on key persons’ individual and team efforts given the nature of the business and the low share of recurring revenue.

An important objective for the Group is to make sure the securities market is in possession of correct, clear and timely information about the Group’s operations and condition at all times. There shall be sufficient information on a timely basis to the market as the basis for a fair valuation of our shares.

The Board has established guidelines for the Group’s contact with shareholders beyond the scope of General Meetings based on openness and equal treatment of all participants in the securities market. This includes timely and comprehensive reporting of the Group’s interim results and publication of the annual and quarterly financial reports. The Group seeks to clearly communicate its purpose, strategy, value drivers, risk factors and performance. Information of significance for assessing the Group’s underlying value and prospects is reported through Oslo Børs and are made available on the Group’s website. Further details, such as financial calendar, contact details, shareholder information, and general updates and news about the Group, are published on the Group’s website.

The Group’s CEO is responsible for investor relations.

The Board will handle any possible takeover in accordance with Norwegian corporate law and its fiduciary duties. Neither the Articles of Association nor any underlying governing document prevent or limit the opportunity for investors to acquire shares in the Group, nor do they impose restrictions relative to takeover attempts or authorise measures to be taken by the Board to interfere.

The Board will not seek to hinder or obstruct an offer for the Group’s activities or shares unless there are strong reasons for this. In case of a takeover situation the Board will act in accordance with the provisions of the Norwegian Securities Trading Act and the Code, to ensure that the best interests of the Company and its shareholders are safeguarded.

The Board makes sure the auditor submits the main features of the audit plan to the Audit Committee annually. The auditor participates regularly in meetings with the Audit Committee throughout the year. In addition, the Board meets with the auditor, without any executive personnel of the Group being present, at least once a year to discuss the annual reporting including financial statements and sustainability information. At meetings where the annual accounts are dealt with, the auditor shall report on any material changes in the Group’s accounting principles and key aspects of the audit, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the executive management of the Company.

As part of the annual audit, the auditor reviews the Group’s internal control procedures and presents its findings to the Board, including any identified weaknesses and with proposals for improvement to the Board.

In connection with the issue of the auditor’s report, the auditor provides the Board with a declaration of independence and objectivity, and the auditor participates in the board meeting in which the annual financial statements are approved. The proposal for approval of the remuneration of the auditor provides a breakdown of remuneration relating to statutory audit tasks and other assignments and is reported to the Annual General Meeting.

The Board has established guidelines in respect of the use of the auditor by the Company’s executive management including for services other than the audit.
The Company’s external auditor is Deloitte AS, elected in 2023.