HAV Group ASA: Integrert årsrapport 2025

HAV Group ASA

Page CONTENT

04 CEO lefter: Entering a new growth chapter

06 About HAV Group: Strategy, business model and value chain

12 HAV Group's business

18 Board of Directors report

32 Corporate Governance Statement

46 Sustainability statement

48 General information

58 Environment

64 Social

74 Governance

80 Financial statements

81 Financial statements Group

110 Financial statements Parent company

125 Independent auditor´s report

130 Appendices

132 Appendix 1: Transparency Act statement 2024

138 Appendix 2: Statement on equality and non-discrimination

HAV Group ASA - Annual report 2025

CEO lefter:

- A solid year and large stride in the right direction

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2025 was a year of considerable progress for HAV Group. We delivered revenue growth and positive EBITDA-results every quarter of the year. A solid order backlog gives a healthy platform for 2026, when we aim to capitalise on further unrealised potential.

In the 2024 annual report, I described how the year was a balancing act, where we had available capacity in some of our business units while also experiencing that schedules on already won projects were pushed to right. Balancing such short-term challenges while also positioning HAV group for future growth was key to entering 2025 in ship shape.

With 2025 now in the rearview mirror, I am pleased to say that we delivered on our ambitions. We increased revenue by six percent to NOK 803 million, but more importantly we significantly improved our EBITDA-result - from NOK -35.1 million in 2024 to NOK 21. million in 2025. The fourth quarter was the strongest.

Growing electrification trend

Our energy design and smart control business was the main driver of HAV Group's enhanced financial performance, enabled by 65 percent revenue growth and strong project execution. Additionally, the business area upheld an order backlog of close to NOK 1 billion throughout the year.

HAV Group ASA - Annual report 2025

Maritime electrification is a trend that supports this business. Electrification is a key driver for making vessels more energy efficient and for reducing emissions. Independent analyses indicate that this maritime electrification trend is expected to grow significantly in the years ahead, across vessel segments. This will create substantial market opportunities for HAV Group.

We have seen plenty of examples of the lafter for our energy design and smart control business during 2025. The business has been chosen to provide several onshore charging stations and act as system integrator to deliver power systems, including bafteries, and automation systems for several newbuild vessels.

Room for improvement

An old aphorism says that the largest room in the world is the room for improvement. This has also been my aftitude towards our respective business areas for ship design and water treatment systems. Throughout 2025 and into 2026, we have taken a number of measures to enhance performance in these businesses. They include management changes, intensified marketing efforts, and strategies to boost aftermarket sales, to name a few.

We have therefore also seen several positives in 2025. Our water treatment business secured a market breakthrough in land-based aquaculture and won projects within conventional fish farming. It also delivered its best year ever in terms of aftermarket revenue generation as its installed base continues to grow. Our ship design business is also pursuing opportunities in the aquaculture industry and also won a contract to design a new live fish carrier in 2025. Winning more projects is the top priority for both businesses, and I remain optimistic about improving these business areas' financial performance.

Outlook

The green transition, stricter regulations, and increasing competition continue to shape the maritime industry. In Europe, EU-regulations reward shipowners who invest in emission-reducing technologies and penalise those who don't. Examples of this are the EU Emissions Trading System (EU ETS) and the FuelEU Maritime Regulation. HAV Group is well positioned to capitalise on this trend with technologies

that enable shipowners to enhance vessel operations, profitability, and environmental performance.

The global shipbuilding market is predicted to remain at a stable level in the coming years. The aforementioned maritime electrification trend is a key driver for making vessels more energy efficient and for reducing emissions while the industry awaits large-scale adoption of alternative fuels. Speaking of alternative fuels, during 2025 we experienced that the maritime hydrogen market developed much more slowly than expected, making near-term commercialisation uneconomic. We therefore reallocated capital and management focus were reallocated to business areas with clearer demand and profitability. However, we have already developed leading technology for hydrogen-based energy systems and will be ready to capitalize on this when the market picks up.

In total, we expect that the positive development seen in 2025 will continue in 2026, and we anticipate both revenue growth and improved EBITDA margin versus last year.

This is HAV Group's second integrated annual report, documenting how environmental, societal and governance topics go hand-in-hand with our corporate development. We believe that this approach will contribute towards creating value for all our stakeholders. I encourage you to spend some time learning about this.

Finally, a big thank you to our colleagues, customers, suppliers and shareholders for your support. Let's together make 2026 even befter than 2025.

Gunnar Larsen

CEO | HAV Group ASA

ABOUT HAV GROUP:

Strategy, business model and value chain (SBM-1)

HAV is the Norwegian word for ocean. Our vision is "A sustainable future at sea".

HAV Group is an international provider of technology and services for maritime and marine industries. Although formally established as late as 2021, HAV Group currently comprises four subsidiaries - HAV Design, Norwegian Electric Systems, HAV Hydrogen and Norwegian Greentech - that have several decades of combined industry experience.

We are an enabler of optimised vessel performance and operating costs and achieve this by providing advice and optimised solutions throughout a ship's lifecycle, thereby enhancing vessel and cargo owners' competitiveness. Our experience and expertise, as well as the focus on efficiency, safety, and sustainability, is the foundation for developing and delivering high-quality innovative solutions to our customers in the

6 seafood, energy, and transport sectors. The Group possesses special expertise in guiding the marine and maritime industries towards zero-emissions.

• SHIP DESIGN: We are a supplier of innovative ship design, pioneering the design and construction of zero and low-emission vessels.

• ENERGY DESIGN AND SMART CONTROL SYSTEMS: We are supplier of sustainable energy systems, electric propulsion, automation and NavCom systems for a wide range of vessels.

• HYDROGEN-BASED ENERGY SYSTEMS: We are a supplier of zero-emission hydrogen-based energy systems for vessels.

• WATER TREATMENT SYSTEMS: We are a supplier of ballast water treatment systems and other water treatment systems for aquaculture and maritime use.

Our main industry segments

Sustainability strategy

Sustainability is core to our success and an integral part of our overall strategy and way of work. We have developed a sustainability strategy, focusing on all topics considered material to our company, and developed a 2024-2026 plan to meet our objectives. Our sustainability strategy supports and aligns with our business strategy, following our overarching vision and values:

ENVIRONMENT:

• Enabling the green shift at sea

• Technologies and services for the maritime green transition

• Becoming a net-zero company

• Limiting environmental impacts across product life cycle

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  SOCIAL:

• Making people and our local communities thrive

• Safe and healthy work environments

• Diverse and inclusive workplace

• High job satisfaction and continuous development

• Supporting our local communities

  GOVERNANCE:

• Trusted and responsible partner

• Ethical business conduct

• Sustainability throughout our value chain

• Transparent reporting and open stakeholder dialogue

HAV Group ASA - Annual Integrated Report 2025

Electricity Fuel / other energy Energy

Water

Electricity Fuel / other ‹

F A C T0 R S

RAW MATERIALS

8 Iron

Copper

Steel Electronics

Foundry Steelworks

Component supplier

NGT L (NES)

NGT, NES 6 HHY

Design, Production and As Sales and Support Functio›

S

IN T S

Hazardous waste

house Emissions to water, Waste pas emissions air and soil

U P S T R E A M / S U P P L I E R S

Greenhouse gas emissions

OWN PRODUCT1Oh

Energy

Water

Fuel / other energy

*nergy Data storage

Shipyard Operational

sembly

ns

O

O

Installation and testing

9

Service and maintenance

Waste to materials and energy recovery

CO,

Gr-enhouse gas emissions

Emissions

to water and air

Waste

I / 0 P E R A T 10 N

D0 W N S T R E A M / C U S T0 M E R S A N D E N D U S E R S

We are headquartered in Fosnavåg, Norway, with offices in Bergen, Ålesund and Egersund (Norway), Sopot (Poland), and Istanbul (Turkey).

We are a public limited liability company listed on Euronext Growth Oslo.

Ålesund Fosnavåg

Bergen

10

Egersund

Sopot

Istanbul

Membership organisations

Both the Group and our subsidiaries are members and play an active part in the following organisations:

• ÅLESUND KUNNSKAPSPARK (ÅKP): ÅKP is located on campus in Ålesund and the hub's core goal is to contribute to creating tomorrow's jobs and building a more aftractive region to live and work in. ÅKP is a regional center for innovation and economic development, including one of the Norway's most complete incubator systems, the cluster programs BLUE Maritime - Global Centre of Expertise, Legasea and Norwegian Rooms and several other national and international projects.

• MARITIMT FORUM (NORDVEST): Maritimt Forum is an interest organisation that brings together the

  
  
  
  
  

  entire Norwegian maritime industry. Its 700 members contribute to developing a world-leading and 11

  holistic maritime cluster. Maritimt Forum brings together both the employee and employer side of the industry, and represents common interests of the cluster.

  
  
  

• NÆRINGSLIVETS HOVEDORGANISASJON (NHO): The Confederation of Norwegian Enterprise (NHO) is Norway's largest organisation for employers. Its current membership of 32.000+ companies ranges from small family-owned businesses to multinational companies in most sectors. NHO is the leading spokesperson on behalf of business and industry in Norway. Having expert knowledge and an extensive business network, NHO plays an important and constructive role in the Norwegian society.

  
  
  

• GCE BLUE MARITIME CLUSTER: The Norwegian maritime cluster is a world leader in design, construction,

  equipment and operation of advanced vessels for the global ocean industries.
  
  
  
  

• OCEAN HYWAY CLUSTER: Ocean Hyway Cluster is Norway's leading network for hydrogen-based solutions for the maritime sector. The cluster work closely with the industry to exploit the commercial opportunities of new hydrogen technology solutions to make Norway a global leading hydrogen player.

• HR NORGE / HR NORWAY: HR Norway is the country's largest HR and management professional network

  and consists of members from both the private and public sectors.
  
  

HAV Group's business

Ship design

We advise customers regarding selection of vessel parameters and technologies that allow shipowners to increase their competitiveness and enable the green transition at sea.

We provide pioneering innovations in the design and construction of low and zero-emission vessels and energy-optimised ship designs. This entails developing the most efficient vessels possible, covering every aspect of the vessel's functionality and performance, including environmental performance, through concept development, detail design, equipment selection, procurement, system engineering and integration.

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Further, innovative simulation-based ship design enables analysis and documentation of real-life performance of a vessel - before it has been built.

In total, the Group possesses the competence and tools available to help shipowners design, develop and construct low and zero-emission vessels, thereby supporting the global maritime industry in reaching its GHG emission targets.

Our subsidiary HAV Design has a track record of more than 100 ship designs.

1 KPI adjusted after the 2024 double materiality assessment (DMA). 2 No employees in the company per year end.

Energy design and smart control systems

We supply low- and zero-emission energy, propulsion and control systems for the global marine market.

Detailed knowledge about vessel operations - from bridge to propeller - and specialist competence in integrating energy sources, including electric propulsion and charging systems, allow design of optimal power and propulsion systems that keep GHG emissions to a minimum.

Smart control systems and software platforms for navigation, automation and control ensure even more

fuel-efficient operations. 15

These products and systems are key enablers to achieve low- and zero-emissions, and can be applied to newbuilds or retrofifted on board existing vessels, making it easier for shipowners to reduce GHG emissions from their fleets.

Our subsidiary Norwegian Electric Systems is a leading supplier of advanced diesel electric, hybrid electric, and 100 percent electric propulsion systems, for the global marine market.

1 KPI adjusted after the 2024 double materiality assessment (DMA). 2 No employees in the company per year end.

Hydrogen-based energy systems

We are a supplier of complete and scalable zero-emission hydrogen-based energy systems for vessels. The systems are suitable for both vessel newbuilds and retrofits.

The Group has developed maritime-based energy systems with liquid hydrogen tank below deck and a container-based hydrogen system to be installed on deck - the Zero Emission Pod.

Adoption of hydrogen as ship fuel is considered a vital part of the transition to more sustainable shipping. We are one of the global frontrunners in offering approved hydrogen-based energy systems for ships.

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Installed effect can be used for the main propulsion systems, or for additional power supply on board the vessel to comply with green operation standards. Quayside, hydrogen systems can ensure sufficient green power supply to the vessel, which does not need to rely on onshore charging infrastructure to achieve zero-emission status.

Our subsidiary, HAV Hydrogen, was previously responsible for developing hydrogen-based energy systems. In 2025, responsibility for maintenance of the technology and expertise was transferred to HAV Group's ship design business. Intellectual property rights (IPR) are being safeguarded to be positioned to capitalize on future market opportunities for the technology.

1 KPI adjusted after the 2024 double materiality assessment (DMA). 2 No employees in the company per year end.

Water treatment systems

We are a supplier of energy efficient ballast water treatment systems for both small- and medium-sized ships, and of other water treatment systems for the aquaculture industry.

The spread of invasive species is recognised as one of the greatest threats to the ecological and the economic wellbeing of the planet.

Efficient treatment of ballast water prevents the unwanted spread of invasive species. The ballast water treatment system is available for both retrofit and vessel newbuilds.

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Process water treatment for aquaculture production is key to maintain fish health and avoid detrimental effect on local environment.

Through our subsidiary Norwegian Greentech, we provide water treatment technologies for both land-based aquaculture and live fish carriers. Moreover, our water treatment products are based has a chemical-free system that does not pollute the marine environment. The company has sold more than 800 water treatment systems so far.

1 KPI adjusted after the 2024 double materiality assessment (DMA). 2 No employees in the company per year end.

Board of

Directors report

HAV Group ASA ("HAV") was established in February 2021, and is an international provider of technology

and services for the maritime and marine industry. The company is listed on Euronext Growth Oslo.

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OP ER ATIONS A ND LOC ATION

HAV is the parent company and single owner of the shares in various subsidiaries operating within engineering, ship design and equipment. The Group has several decades of combined experience in the industry, in addition to special expertise in leading the marine and maritime industry through the green shift and towards the goal of zero emissions. The purpose of HAV is to assist its subsidiaries with strategic management, finance, logistics, marketing, legal and other support functions.

HAV and the management group are based in the main office at HAV House in Fosnavåg, Herøy municipality. Below follows a description of development in the various business areas.

SHIP DES IGN

20 HAV Group's ship design business, HAV Design, carries out development, sale and deliveries of ship design, project engineering and system packages to shipyards and shipping companies worldwide. The scope of delivery can consist of packages with basic design, detailed design and engineering support, equipment packages, and system integration based on the customer's requirements and needs.

The business area is headquartered in Fosnavåg, Norway, and has also established an international subsidiary in Poland. The ship design business is continuously engaged in the development of advanced vessel concept and technical solutions, contributing to a broad range of maritime projects.

This segment also participates in research and development towards using hydrogen as an energy source for larger vessels. This project is going to contribute towards strengthening the Group's leading position within the green transition in the maritime industry.

HAV Design has delivered or has design under development for customers within the regions of Europe, America, Asia and Africa.

In 2025, it was announced that HAV Design had been awarded the contract for the newly developed HAV 595 design, a forward-looking wellboat intended to meet high standards for biosecurity and fish welfare.

In 2025, Richard Schofield was appointed as the new Managing Director of HAV Design. Richard brings extensive experience from the maritime industry, including ship design, engineering work, project management,

operations, and technology development. He has assisted clients across several vessel segments in which the company already holds a strong market position.

HAV Design is 100% owned by HAV as of 31 December 2025.

Segment turnover was NOK 122.6 million (334.9) and a pre-tax result of NOK -24.1 million (9.8). EBITDA amounted to NOK -21,1 million (7.9). The segment has an equity of NOK 11.5 million (14.2) which equals 6% (10%) of total assets.

H Y DR OGEN-B A SED ENER GY SY STEMS

HAV Hydrogen is a start-up company with the aim of being a total supplier of hydrogen-based energy systems

for vessels. Through the FreeCO2ast project, HAV Hydrogen has developed a high-capacity hydrogen energy 21

system, to be approved for zero-emission sailing with high speed over long sailing distances.

The scope of delivery can consist of complete and scalable hydrogen systems for use on both big and small vessels, newbuildings and retrofits, that are designed for operation in heavy seas. HAV Hydrogen is a total supplier with expertise in pre-studies, hydrogen systems, ship integration and cooperation with the policy instrument system and private investors.

HAV Hydrogen has been exposed to the fact that the maritime industry's transition to hydrogen-powered ships is taking longer than expected. This resulted in increased uncertainty related to realization of previously expected projects and the timing of these. Considering this and the negative market development in general, a decision was made in 2025 to reduce both cost and activity level in HAV Hydrogen, and to put construction of the ZEPOD prototype on hold until a strategy for the company's future operations has been established. The intellectual property rights are being safeguarded to be positioned to capitalize on future market opportunities for technology.

HAV Hydrogen is 100% owned by HAV Group as per 31 December 2025.

The business area is headquartered in Fosnavåg. Segment turnover was NOK 0 million (0.9) and a pre-tax result of NOK -8.3 million (-10.8). EBITDA amounted to NOK -7.1 million (-10.1). The segment has an equity of NOK 10 million (5.3) which equals 53% (62%) of total assets

ENER GY DES IGN A ND SM A RT CONTR OL SY STEMS

Norwegian Electric Systems manufactures and supplies electric, hybrid-electric propulsion systems, integrated automation systems, bridge systems, as well as navigation- and communication packages for vessels. This includes switchboards, electromechanical products, automation and safety systems. NES has a unique composition of products that complement each other in a good way, and the company can deliver complete equipment supplies from bridge to thruster.

In addition to the locations in Bergen and Ålesund, the business area has also established a branch in Egersund, which is primarily responsible for product development. The Egersund area has long traditions in the development of advanced technology within marine systems. An office is also established in Istanbul, Turkey, to provide services to Turkish and other shipyards in southern Europe.

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The business area won multiple new contracts in 2025, including awards with Udupi Cochin Shipyard in India to equip eight new bulk carriers, Tersan Shipyard in Turkey to act as system integrator and deliver power and automation systems three ferries, and to perform a similar role for a live fish carrier being built at Fitjar Mekaniske Verksted.

Norwegian Electric Systems is 100% owned by HAV Group ASA per 31 December 2025.

Segment turnover was NOK 592.2 million (364.5) and a negative pre-tax result of NOK 63.5 million (-6.9). EBITDA amounted to NOK 68.7 million (-13.1). The segment has an equity of NOK 34.3 million (24.2) which equals 7% (6%) of total assets.

W ATER TRE ATMENT SY STEMS

Norwegian Greentech is specialised in design, engineering and delivery of systems for cleansing of ballast water. The International Maritime Organization (IMO) now demands cleansing of ballast water for ships within certain categories or areas, and this also results in vessels in operation having to install such systems, as well as newbuilds.

In 2025, Norwegian Greentech was subcontracted by Eyvi to deliver its UV- and filter-based water treatment system to Artic Seafarm's land-based salmon farming facility in Northern Norway. This contract is the subsidiary's breakthrough award within land-based aquaculture. The company believes that the aquaculture industry in

general, and the land-based sector specifically, will represent substantial growth opportunities going forward. It also won a contract to deliver its water treatment solutions to two live fish carriers.

Norwegian Greentech is 100% owned by HAV Group ASA per 31 December 2025.

Segment turnover was NOK 102.7 million (97.7) and pre-tax profits was at NOK -13.1. million

(-7.7). EBITDA was at NOK -3.4 million (0.3). The segment has an equity of NOK 10.0 million (10.0), which amounts to 10% (12%) of total assets.

GOING CONCERN

The financial statements have been prepared under the going concern assumption, cf. the Accounting Act §

2-2 (8). It is confirmed that the going concern assumption is present. 23

FUTURE DE V ELOP MENT

The green transition, stricter regulations, and increasing competition continue to shape the maritime industry. HAV Group is well positioned to address these challenges with technology that enhances vessel operations, profitability, and environmental performance.

While geopolitical uncertainty and tariff issues create headwinds, the global shipbuilding market is predicted to remain at a stable level in the coming years. HAV Group's main market presence in the European and Norwegian markets reduces exposure to transcontinental trade conflicts.

The positive development seen in 2025 is expected to continue in 2026, driven by contract wins with corresponding margin improvements.

RIS K A SSESSMENT

Risk in business areas is generally handled as an integral part of the work processes. All managers are responsible for risk management and internal control within their area of responsibility.

The Board receives, generally, quarterly reports where the companies' finances, information about projects, and market conditions are described.

In sales contracts, the respective Group company carries the legal and commercial risk towards customers. However, in some cases, there have also been issued parent company guarantees from HAV.

Internally in the Group, each business area carries the risk of its own performance. Beyond the commercial risk factors described in the paragraphs above, the Group is also exposed to the following risk factors:

FIN A NCI A L RIS K :

The Group's primary sources of liquidity in addition to the operational cash flows have been equity capital and debt financing raised through several minor loans related to projects. The Group is exposed to various risks such as market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk, and no assurances can be given that the Group's monitoring of such risks will

24 be adequate or sufficient.

The Group's credit and borrowing facilities are structured in short term debt instruments. Although such debt instruments contain few or no covenants and are customarily secured in accordance with the market practice for these types of financing, there can be no assurance that the Group will be able to meet such covenants relating to current or future indebtedness contained in its funding agreements or that its lenders will extend waivers or amend terms to avoid any actual or anticipated breaches of such covenants. Failure to comply with its financial and other covenants may have an adverse effect on the Group's financial condition, and also potential increased financial costs, requirements for additional security or cancellation of loans.

The main requirements in HAV Group's covenant-structure are; year-end 2025 Equity > MNOK 75 and Borrowing rate less than 70% based on sum of used credit facility and guarantees.

The Group is dependent upon having access to short term funding. There can be no assurance that the Group may not experience net cash flow shortfalls exceeding the Group's available funding sources nor can there be any assurance that the Group will be able to raise new equity, or arrange new borrowing facilities, on favourable terms and in amounts necessary to conduct its ongoing and future operations, should this be required.

NOK is the functional currency of HAV and all its subsidiaries. The Group is exposed to foreign currency risks related to its operations. The Group's expenses are primarily in NOK and EUR. As such, the Group's earnings are exposed to fluctuations in the foreign currency market for NOK in relation to EUR. To mitigate this risk,

the company has implemented hedging arrangements and uses the foreign currency spot and forward market to buy foreign currencies. Contracts are entered into when treasury finds it in line with the overall currency risk strategy.

M A R KET A ND BUS INESS RIS K

The demand for maritime technologies depends on underlying industries that are vulnerable to external factors outside of the Group's control. In particular, the demand for newbuilding of vessels and associated maritime technologies is dependent on the activity within the different industries and segments, which are in turn dependent on factors including, but not limited to, worldwide economic and political conditions, levels of supply and demand, the policies of the Organization of Petroleum Exporting Countries ("OPEC"), advances in exploration and development technology, and the availability and exploitation of alternate fuel sources.

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The demand for vessels within fisheries and aquaculture is dependent on regulatory frameworks and other factors. A decline in the demand for maritime technologies will have a negative impact on the demand for the Group's products, technologies and services.

The Group is dependent on successfully competing for, and winning, contracts offering a satisfactory profit margin in order to maintain revenues and profitability. The contracts are entered into in a competitive market where the Group competes on product quality, overall service offering, financing, and price. A deterioration of the Group's ability to deliver competitive products, technologies and services could have a significant adverse effect on the Group's business and results of operations in the future.

The products and services offered by the Group are characterised by complex projects with a high technological content and highly customised orders. When entering into contracts, the Group has risks on its margin between the agreed fixed price of the finished product or service, and the costs involved in completing such product or service. In particular, when constructing new or customised products, there is an element of uncertainty involved in the cost or time involved in such construction which may have a significant adverse effect on the Group's results of operations.

When supplying maritime technologies, the Group provides a functionality guarantee for the product for a specified period of time after delivery. The Group makes allocation for such guarantees in its accounts. There can be no assurance that the allocations made will be sufficient to meet any potential warranty claims, and a rightful claim could have a material adverse effect on the Group's financial position.

The Group has procured adequate insurance coverage for its operation risks in line with market practice, including but not limited to insurance for personnel, property and liability. The Group's insurance policies and contractual rights to indemnity may not adequately cover the Group's losses, or may have exclusions of coverage for some losses. In line with industry practice, the Group does not have insurance coverage or rights to indemnity for all kinds of risks. If a significant accident or other event occurs which are not fully covered by insurance or contractual indemnity, it could adversely affect the financial position, results of operations and cash flows of the Group. Further information can be found in the Corporate Governance Statement of this Annual integrated report.

DIREC TORS' A ND OFFICERS INSUR A NCE

HAV Group ASA has established a liability insurance for the Board of Directors (the Board), which includes the

26 parent company and its subsidiaries. The insurance policy covers the Board members, CEO and members of the management group, and comprises personal liability, including defence and legal costs.

SH A REHOLDER INFORM ATION

HAV Group ASA was listed on Euronext Growth Oslo in March 2021 and has 2937 shareholders as of 31.12.2025. The company only has one share class, and all shares are freely tradable.

ACCOUNTING P RINCIP LES

The consolidated financial statements of HAV Group ASA and its subsidiaries (the "Group") are prepared in accordance with the Accounting Act and generally accepted accounting principles. See note 2 -Significant Accounting Policies.

FIN A NCI A L RE V IE W

The Group's revenue was NOK 803.0 million in 2025 compared to NOK 759.0 million in 2024.

The operating profit (EBIT) for the Group was NOK 2 million in 2025 compared to NOK -51.5 million in 2024.

The Group's net profit in 2025 amounted to NOK 1.5 million, compared to NOK -31.6 million in 2024. Equity amounted to NOK 88.1 million in 2025, compared to NOK 86.5 million in 2024. This represents an equity ratio of 13.1% respectively in 2025 and 14.4% in 2024.

Net cash flow for the Group in 2025 NOK -51.3 million compared to NOK 98.5 million in 2024.

Cash flow from operating activities is NOK -30.0 million compared to NOK 100 million in 2024. The deviation between EBITDA and cash flow from operations mainly reflects a temporary binding of working capital in accounts receivable, driven by the invoicing structure and timing of the project portfolio.

Net cash flow from investing activities NOK -11.3 million in 2025 compared to NOK -12.7 million in 2024. The negative cash flow is mainly due to investment in research and development.

Net cash flow from financing activities NOK -10.0 million in 2025 compared to NOK 11.1 million in 2024.

Main reason is sale of own shares and repayment of non-current debt. The cash flow statement shows the cash flow changes throughout the year. Total assets and capital employed is variable based on the payment terms and delivery times of contracts.

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As of 31 December 2025, the Group's cash and cash equivalents were NOK 199.1 million compared to NOK 250.4 million at the end of 2024.

The Group's current liabilities amounted to NOK 573.9 million 2025 compared to NOK 499.1 million 2024, and the increase is mainly due to higher level of advance payment from customer.

The balance sheet shows total assets for the Group of NOK 669.9 million in 2025, compared to NOK 601.3 million in 2024. The Board believes that the annual report provides an accurate view of the Group's assets and liabilities, financial position, and results.

W OR K EN V IR ONMENT

The total sick leave for the Group in 2025 was 3.8%, versus 2.7% in 2024. The Group works actively to reduce the extent of injuries, secure workplaces, and improve protective equipment. It also works actively to return employees from long-term sick leave.

No serious workplace accidents which resulted in major property damage or personal injury have occurred or been reported during the year. The Board receives quarterly statistics for the development within the areas of health, environment, safety, and quality.

The Norwegian Transparency Act ("Åpenhetsloven") promotes businesses' respect for basic human rights

and decent working conditions and ensure the public's access to information. The Act imposes, among other things, a duty to provide information and carry out due diligence is assessments in the supply chain, which shall be explained in an annual report. (See appendix 1 - Transparency Act statement 2025).

Further information on working environmental impacts can also be found in the ESG section of this Annual integrated report.

EQU A LIT Y A ND DIS CRIMIN ATION

The Group shall comply with the purpose of the Equality and Discrimination Act, including by promoting equality and preventing discrimination on the grounds of sex, pregnancy, maternity leave or adoption, care tasks, ethnicity, religion, outlook on life, disability, sexual orientation, gender identity, gender expression, age

28 and other significant factors of a person. The Group shall be a workplace where there is full equality between women and men. When hiring, professional competence is emphasised. Candidates with different ethnicity, national origin, descent, skin colour, language, religion or outlook on life shall all have the same opportunities and rights. Working time arrangements in the Group follow from the various positions and are independent of gender. Further information on equality and non-discrimination can be found in the aftached statement to this Annual integrated report.

Further reporting in accordance with the Equality and Discrimination Act can be found on the websites for the Group companies that are covered by the extended reporting obligations within this area, where the report for 2025 will be published within 30 June 2026.

EN V IR ONMENTA L A ND CLIM ATE RIS K

In 2025, the management assessed how climate change affect or is likely to affect HAV Group and the group's operations, looking both at physical and transitional risks. While HAV Group is to some extent exposed to physical climate risks, the risks are mostly indirect, mainly affecting the group's upstream and downstream value chain.

Acute risks such as floods and storms can impact sub-suppliers that source materials that are used in HAV Group's products (e.g. steel and copper for water treatment systems). A disruption in our upstream supply

chain can impact HAV Group's suppliers / sub-suppliers downstream and hence the group's ability to deliver products to customers within the expected time frame.

Chronic risks such as a change in temperature (both colder / warmer weather) can lead to increased energy costs for heating / cooling of office buildings and facilities for manufacturing / assembly. HAV Group is currently leasing the buildings from our landlords, meaning that we are not directly impacted by this. Similarly, potential rising sea levels can mean that the landlord will have increased expenses (for example linked to insurance / upgrading of buildings). Our offices are not located by the ocean, (i.e. not at immediate risk) and the group has already invested in technological equipment that allows white collar employees to work from home if needed.

Both acute and chronic climate risks can lead to an increased demand for HAV Group's products and services,

i.e. an opportunity for the company. The risk of heavy rain / snow, erosion, landslides etc. can make maritime 29

shipping a preferred transportation method compared to land- or air-based transportation.

Most of the climate risks identified are therefore transitional. Stricter governmental regulations or regulations imposed by IMO or similar organisations (e.g. relating to use / sourcing of critical raw materials, transportation and travel activities) can lead to increased reporting and documentation requirements, i.e. a cost for the company. On the other hand, HAV Group has had a focus on sustainability since the company's inception, and our sustainability reporting exceeds current legal expectations. It is therefore the group's impression that we are well positioned to meet such risks.

Finally, the green transition, stricter regulations, and increasing competition continue to shape the maritime industry. While this to some extent will increase RSD costs, it first and foremost represents an excellent business opportunity for HAV Group as we are well positioned to address these challenges with technology that enhances vessel operations, profitability, and environmental performance. Still, it is important that the development of new solutions is balanced against market desires and requirements.

RES E A R CH A ND DE V ELOP MENT

The Group conducts extensive development activities, including the development of ship designs and zero-emission propulsion systems. As of 31 December 2025, the Group owns more than 40 ship designs that are sold

worldwide. From 2013, great emphasis has been placed on development, and several new designs have been developed. There are significant excess values here beyond those stated in the financial statements. Support from several different programmes have been received and the development of a system for rebuilding to hydrogen is a large project that extends over several years. A major part of our intangible assets in the balance sheet is linked to the extensive development of our USCG/IMO certified ballast water cleaning systems finalized in 2022. Within the Energy design and smart control systems segment, several minor projects have been developed in recent years, focusing on new products and upgrades of existing products to meet new market and regulatory requirements.

A NNU A L P R OFIT A ND A LLOC ATION

The Board proposes the following allocation of the parent company's profit for 2025: Transferred to other equity in total MNOK 40.2. The Board proposes a dividend of NOK 0.

SOCI A L RES P ONSIBILIT Y

30

HAV Group ASA shall maintain a solid reputation for its credibility around the world, by consistently conducting

its operations with integrity and in compliance with the applicable laws and regulations. Board members and employees shall act fairly and honestly, and display integrity in all dealings with other employees, business partners, clients, the public, the industry, shareholders, suppliers, competitors, and government authorities. The Group's values and commitment to sustainable development should be reflected, promoted and implemented through policies, decisions, and actions.

The Group has established a code of ethics and social responsibility: "code of conduct", as well as a "supplier code of conduct". Among other things, these guidelines include rules for relations with business partners, hereunder policy regarding gifts and confidential information. The code of ethics and social responsibility also give guidelines on how to deal with a potential conflict of interest. Furthermore, the supplier code of conduct shall promote the Group's supply chain to respect basic human rights and decent working conditions.

An anti-corruption programme has been developed, and this programme deals with among other things how to define risk areas for corruption and how to take preventive measures.

Both the anti-corruption programme, the code of conduct and the supplier code of conduct are available at the Groups' web page https://www.havgroup.no

The Group is strongly involved in ensuring the development of expertise and education in the maritime industry. Our apprentice programme and HAV Academy are examples of the social responsibility that the Group has taken to ensure future competence in our industry.

RES P ONSIBILIT Y STATEMENT

We hereby in accordance with the Norwegian Securities Trading Act §5-5 confirm, to the best of our knowledge, that the financial statements for the period 1 January to 31 December 2025 have been prepared in accordance with applicable accounting standards, and that the information in the accounts gives a true and fair view of the company's and Group's assets, liabilities, financial position and profit or loss as a whole. We also confirm that the annual report gives a fair view of the company's and Group's development, financial position and profit or loss as a whole, as well as a description of the principal risks and uncertainties the company's and the Group face.

31

Vegard Sævik

Chairman of the Board

Hege Sævik Rabben

Board member

Linda Rudolfsen Myklebust

Board member

Helge Simonnes

Vibeke Fængsrud

Pefter Frøystad

Board member

Thor-Lennart Solevåg

Board member

Board member

Board member

Gunnar Larsen

CEO

Corporate Governance Statement

32

33

STATEMENT CONCERNING CORP OR ATE GOV ERN A NCE

Implementation and reporting on corporate governance

The Company's shares are listed on Euronext Growth Oslo, and are thus not subject to mandatory reporting requirements for corporate governance according to the Norwegian Accounting Act § 3-3b and "The Norwegian Code of Practice for Corporate Governance" ("NUES").

The Board has a responsibility to ensure that the Company has good corporate governance, and finds it therefore appropriate to follow the recommendation in NUES, last revised 28 August 2025, which is available at https://www.nues.no.

34 This reporting on corporate governance follows the same system as NUES where natural. If the Company deviates from the NUES recommendation, HAV Group will adhere to the "comply or explain" principle for each and every clause in the recommendation.

According to HAV Group's own evaluation, the Company deviates from the Corporate Governance Code on the following points:

• HAV Group does not require all Board members to be present at the general meeting as the Company has deemed it satisfactory to require the presence of the Chairperson of the Board and the CEO.

• HAV Group does not require the chairman of the nomination commiftee to be present at the general meeting, but the Chairman of the nomination commiftee may aftend the general meeting if the mafters to be dealt with are of such a nature that this is considered necessary.

• As HAV Group is not listed on a regulated market, the Company is not required to prepare an annual remuneration report. The Company has therefore not deemed it necessary to develop specific guidelines for remuneration of executive personnel. Instead it follows established company practice when deciding executive management remuneration.

Core values

The Company shall have a good reputation for credibility around the world, achieved by consistently conducting its business with integrity and in accordance with the acts and regulations that apply to the Company's activities. Members of the Board and employees shall act in a fair and honest manner and demonstrate integrity in all their dealings with other employees, business associates and clients, the general public, the business community, shareholders, suppliers, competitors and public authorities. The Company's core values and commitment to sustainable development shall be reflected, promoted and implemented through guidelines, decisions and actions.

The Company's guidelines are set out in the "code of conduct", the "supplier code of conduct" and the Company's anti-corruption policy, all available on the Company's website https://www.havgroup.no.

35

The business

HAV Group is a public limited liability company organised under the laws of Norway and subject to the provisions of the Norwegian Public Limited Liability Companies Act.

The scope of the Company's business is laid down in Article 3 of the Articles of Association. The purpose of the Company is to invest, directly or indirectly, in maritime activities, including what is naturally connected to this.

The Company is an international provider of green technologies and services for maritime industries. HAV Group each year publishes a sustainability report where it presents the main social, societal, and environmental challenges the Company faces, and how it approaches them. The identified focus areas are integrated with the Company's business strategy, and concrete goals are each year defined to improve HAV Group's performance within these areas.

To discuss and evaluate goals, strategy and risk profile, the Board conducts an annual strategy meeting, where the main purpose is to set the long-term direction for the Company. This takes into account financial, social and environmental considerations plus the Company's impact on people.

A further description of the Company's operations, goals, strategy, and risk profile is provided in the Group's annual report, which shows how the Company's operations and strategies are aligned with objectives defined in the Articles of Association.

Equity and dividends

The Company shall at all times have sufficient equity to achieve its goals and strategy, and that matches its risk profile and commitments.

The following dividend policy is adopted by the Board:

"At present date, the Company is in a growth phase and will most likely not pay any dividend in the short to medium term as the Company intends to use its profit for both organic and inorganic growth initiatives as well as product and technology innovation. However, the Company will strive to follow a dividend policy favourable to the shareholders and the amount of any profits to be retained will be dependent on, inter alia, the Company's investment requirements and rate of growth and inorganic investment opportunities.

36 There can be no assurance that in any given year a dividend will be proposed or declared. When the Board considers whether to propose a dividend and determines the amount, the Board will take into account the limitations that follow from the applicable legal restrictions, the Company's capital requirements, including capital costs, the Company's financial position, market prospects and other general business terms and conditions."

The annual general meeting 2025 authorised the Board to acquire the Company's own shares in connection with share purchase programme and acquisitions. The current mandate is valid until the next annual general meeting, however no longer than 30 June 2026.

The Board will also propose that the 2026 annual general meeting authorises the Board to acquire the Company's own shares in connection with share purchase program and otherwise where this is considered to in the interest of the Company (including but not limited to acquisitions). The Board will propose that the authorisations are made applicable until the Company's next annual general meeting, however no later than 30 June 2027.

The annual general meeting 2025 granted the Board a general authorisation to carry out capital increases in order to ensure that the Board has the necessary flexibility to be able to take advantage of strategic business opportunities. The authorisation entitles the Board to issue shares in return for cash contributions and non-cash contributions, and in connection with mergers or acquisitions that are strategic and important to the further development of the Company. The current mandate is valid until the next annual general meeting, however no longer than 30 June 2026.

In order to ensure that the Board has the flexibility necessary for it to be able to take advantage of strategic business opportunities, the Board will propose that the 2026 annual general meeting grants the Board a renewed authorisation to carry out capital increases, cf. Section 10-14 of the Public Limited Liability Companies Act. The authorisation will entitle the board to issue shares in return for cash contributions and non-cash contributions, and in connection with mergers and acquisitions that are strategically important for the further development of the Company, and that shareholders' preferential right to subscribe for shares is waived. The Board will propose that the authorisations are made applicable until the Company's next annual general meeting.

Equal treatment of shareholders and transactions with close associates

Equal treatment of all shareholders is a core governance principle. The Company has one class of shares. 37

Each share carries one vote at the general meeting.

The Company's trading in own shares shall preferably take place through Euronext Growth Oslo, alternatively in other ways at the listed price. On 31 December 2025, the Company held zero own shares.

If the Board, on the basis of an authorisation from the general meeting, decides to carry out a capital increase in which existing shareholders' preferential rights are waived, the reason for this will be given in the stock exchange statement issued in connection with the capital increase. The justification shall specifically state how the principle of equal treatment of shareholders is safeguarded.

Freely negotiable shares

All shares in the Company are freely negotiable, and are listed on Euronext Growth Oslo. The Company's articles of association do not contain any form of restriction on negotiability of the shares.

The general meeting

The general meeting is the Company's supreme body. The Board decides the form of the meeting, can be conducted as a physical or electronic meeting in accordance with applicable legislation. The Board strives to enable as many shareholders as possible to exercise their rights by participating and voting at the Company's general meetings, and make the general meeting an effective meeting place for shareholders and the Board, among other things by ensuring that:

• The notice of the general meeting is sent to shareholders at least 14 days before the general meeting is held, and made available via Oslo Børs' notification system https://www.newsweb.no and on the Company's website https://www.havgroup.no at the same time.

• Case documents shall provide sufficient information to enable shareholders to form an opinion in

38 advance on mafters to be considered.

• The person who is a shareholder five business days before the general meeting (the record date) has the right to aftend and vote at the general meeting, The registration deadline is set as close to the meeting date as possible, but no later than two days before the general meeting is held. Shareholders who have not registered can be denied admission to the meeting.

The chair of the Board and the CEO are present at the general meeting, while the other Board members and the chairman of the Nomination Commiftee may also be present.

The auditor shall aftend the general meeting when the mafters to be dealt with are of such a nature that this is considered necessary.

All shareholders registered in the Norwegian Central Securities Depository (VPS) receive notice of the general meeting, and are entitled to submit proposals and vote directly or by proxy. A proxy form is prepared and sent out together with the notice of the general meeting. The Company will appoint a person who can act as a proxy for shareholder if advance voting is not available.

The Company's Articles of Association allow for documents to be considered at the general meeting to be made available on the Company's website instead of being distributed with the notice of meeting. This also applies to documents that by law shall be included in or enclosed with the notice of the general meeting. Shareholders can nonetheless ask to have them sent.

The general meeting shall approve the annual accounts, allocate profit/adopt coverage of loss, and consider other mafters that are, by law or the Company's Articles of Association, the business of the general meeting. .

The Company's Articles of Association do not contain any special provisions concerning who should chair the Company's general meeting. In line with the provisions of the Public Limited Liability Companies Act, the general meeting is opened by the chair of the Board, and the chair of the meeting is then elected by the general meeting.

The minutes of the general meeting are published in a stock exchange statement and made available on

the Company's website www.havgroup.no. 39

Nomination Commiftee

In accordance with the Articles of Association, the Company has established a Nomination Commiftee.

The Nomination Commiftee shall consist of two members who are independent of the Company's Board and executive personnel. Current members of the nomination commiftee are Helge Aarseth (Chairman) and Arve Moltubakk.

The Nomination Commiftee shall propose Board members for election at the general meeting, and ensure that the candidates possesses the right qualifications and integrity to fulfil their obligations. In concrete terms, the commiftee shall identify and evaluate potential Board members, send its recommendation to the general meeting when Board members are up for election, and propose directors' fees. In addition, the commiftee shall have an advisory function in relation to the Board with respect to the board's composition, instructions and evaluation. A justification for a candidate will include information on each candidate's competence, capacity and independence.

As part of its nomination process, the Nomination Commiftee will have contact with major shareholders, the Board and the company's executive management to ensure that the process takes both the Board's and the Company's needs into consideration.

The Nomination Commiftee shall also propose candidates for the Nomination Commiftee, and remuneration for the members of this body. The general meeting shall stipulate guidelines for the duties of the Nomination Commiftee, elect the chairperson and members of the Nomination Commiftee, and determine the commiftee's remuneration.

Information regarding the Nomination Commiftee members, the procedures, as well as how input and proposals may be submifted to the commiftee is published on the Company's website. The website also includes information about when such proposals must be submifted in order to be considered by the Nomination Commiftee.

The Board's composition and independence

40 The Company's Article of Association stipulates that the Board shall consist of between three and seven members, elected for two years at a time. The Chair of the Board is elected by the general meeting. The Company's Board has seven members. Five of the members are independent of the Company's executive personnel, important business associates and the Company's principal owner. The Board currently consists of three women and four men, none of whom are executive personnel in the Company.y.

TThe Company has not established a corporate assembly, but two employee representatives (men) are members of the Board.

The Board members are encouraged to own shares in the Company, and an overview of the Board members' holdings are presented in a note to the annual accounts. As of 31 December 2025, four out of seven Board members owned shares in the Company.

The composition and overall qualifications of the Board is assumed to make a positive contribution to the development of the Company and the satisfactory safeguarding of the shareholders' interests. A more detailed presentation of the members of the Board is included in the annual report.

The work of the Board

The Board has overall responsibility to secure the Company's value creation in a sustainable manner and determines the Company's goals, risk profile and strategies, as well as follow-up on this. The Board's duties also include monitoring and control of the Company's activities, including responsibility for ensuring that