Annual report
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2025 Annual Report
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Table of contents 03 04 05 06 07 08 09 10 11 12 13 14 15 17 18 21 Group Financials 24 Profit and Loss Statement 25 Balance Sheet 26 Cash Flow Statement 28 Notes to the Accounts Parent Company Financials 41 Profit and Loss Statement 42 Balance Sheet 43 Cash Flow Statement 44 Notes to the Accounts 48 Auditor´s Report Key Figures Group Description Our Values Letter from the CEO Optimizing our Fleet Well Diversified Our Customer Focus Our Organisational Culture Our Offices Our Commercial Teams Commercial Management – A New Service Offering The Senior Management Team The Board of Directors Dry Bulk Shipping in 2025 Board of Director’s Report 2025 Responsible Business Conduct WESTERN BULK ANNUAL REPORT 2025 // 2
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Key Figures WESTERN BULK CHARTERING GROUP USD MILLION FULL YEAR ’25 FULL YEAR ’24 FULL YEAR ’23 Gross revenues 1039.4 1269.7 1 117.6 Net TC result 1, 2) 27.7 24.4 9.3 Administrative expenses 22.1 26.6 25.1 EBITDA 1, 2) 5.6 -2.2 -15.8 Net profit after tax 1, 2) 5.4 -2.7 -15.6 Net TC Margin per ship day (USD) 1, 2) 687 517 202 Average number of vessels operated 110 129 126 Total assets 108.6 117.6 119.8 Book equity 50.8 49.7 52.5 Total liabilities 57.8 67.9 67.4 Interest bearing debt - - - Free cash 29.8 28.4 32.9 Restricted cash 5.4 5.7 7.5 Total cash 35.2 34.2 40.4 1) Full year 2025 includes USD +2.9 million gain on positional FFA (Forward Freight Agreements), full year 2024 includes USD +2.8 million gain on positional FFA (Forward Freight Agreements), and full year 2023 includes USD -3.8 million loss. These are derivative positions not qualifying as a hedge, hence booked as financial items in the financial statements. 2) Provision for future loss of USD 4.2 million in H2 2024 is reversed in H1 2025. Cargo owners Producers, trading houses and receivers Western Bulk Efficiently matching cargo with vessel to create optimized transportation service Vessel providers Vessel owners located worldwide / / Chief Financial Officer Kenneth Thu and Chief Executive Officer Torbjørn Gjervik. WESTERN BULK ANNUAL REPORT 2025 Go to index // 3
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Group Description 110–130 vessels Strong relations with vessel providers as a leading worldwide operator of dry bulk vessels in the Panamax to Handysize segments. Currently operating a fleet of about 110 vessels. Customer focus Fulfilling our customers’ needs by providing flexibility and identifying the most efficient match of cargo and vessels, combined with consistent service delivery. Global presence Broad local presence with offices located in Oslo, Bergen, Singapore, Dubai, Seattle, Santiago, Sydney and Casablanca ensures intimate market knowledge. Combined with a decentralised organisational structure this allows for quick response to local market changes. Broad network More than 250 cargo customers, superior market and business intelligence, operations spread across more than 85 countries, diversified across commodities, and proprietary risk control systems. Dividend policy The Group aims to pay up to 80% of net profits in quarterly dividends, and has paid out a total of USD 118 million since the listing on Euronext Growth Oslo in 2021. People 93 employees across 20 different nationalities working in skilled teams. Our teams add to our performance, cooperating and supporting each other across functions and regions. WESTERN BULK ANNUAL REPORT 2025 Go to index // 4
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Agile Energetic, responsive, flexible and nimble Reliable Dependable, sincere, humble, steadfast and attentive Risk aware Making informed and calculated decisions, mindful of challenges Entrepreneurial Curious, adventurous, ambitious, always pursuing opportunities Our Values WESTERN BULK ANNUAL REPORT 2025 Go to index // 5
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Dear Shareholders, The year began in a challenging market environment, marked by geopolitical uncertainty, low volatility and limited freight momentum. We deliberately positioned the company light and flexible, prioritizing risk control and margin quality over volume. When market conditions improved earlier than expected during the summer, we were well positioned to capture the upturn. The second half delivered strong performance, with operated fleet margins reaching approximately USD 984 per day in H2 and a full-year average of USD 687 per day — an improvement of around USD 170 per day year-on-year. Importantly, this reflects improved operational quality and commercial discipline, not merely stronger markets. We were also able to resume dividend payments for the first time in three years. Profitable Volume Before Growth A key priority in 2025 has been discipline before growth. We reduced our operated fleet from peak levels of around 140 vessels to approximately 110 vessels, scaling down activity to focus on trades where we see sustainable margins. Market share is not the objective — profitable volume is. Operating performance is driven by people, judgment and risk management. By strengthening these foundations, we are building a more robust and durable platform. Progress and People Progress has been steady and structural — month by month, quarter by quarter. Our extended management team is stronger, alignment across the organization has improved, and retention of key talent remains a strategic priority. Performance ultimately reflects the quality of our people and the clarity of our mandate. In 2025, both improved. Building More Durable Earnings We have also taken steps to gradually reduce dependence on spot freight volatility. During the year, we completed our first co-investment, acquiring a 22% stake in the Kamsarmax vessel Western Egda, combining commercial management with equity participation — a true “skin in the game” model. Our preference is diversified minority stakes rather than concentrated ownership. We continue to expand niche capabilities, including lumber, project cargo and Pacific Handy exposure, strengthening our commercial platform and broadening our earnings base. Disciplined Capital Allocation Asset prices remain elevated, and we remain patient. Every investment must meet strict return and risk criteria. Our capital allocation balances growth, financial strength and shareholder returns, as reflected in the recently declared dividend. Outlook Freight markets will remain cyclical. Our ambition is to grow — but only through profitable growth. We will continue refining our commercial platform, expanding our co-investment activities and maintaining disciplined risk management. The escalation of the conflict in the Middle East, including disruptions around the Strait of Hormuz, has increased volatility in energy and bunker markets and created additional operational complexity in certain regions. We are closely monitoring developments, strengthening coordination between chartering and operations, and carefully managing bunker exposure and trading decisions in affected areas. To date, the situation has not had a material negative impact on Western Bulk. However, geopolitical uncertainty and market volatility are likely to remain elevated in the near term, underscoring the importance of disciplined risk management and operational flexibility. Our goal is clear: to build Western Bulk into the most respected and consistently profitable dry bulk operator in the market — defined by discipline, durability and progression. Thank you to our employees, partners and shareholders for your continued trust. TORBJØRN GJERVIK CHIEF EXECUTIVE OFFICER 2025 was a year of disciplined progression for Western Bulk. WESTERN BULK ANNUAL REPORT 2025 Go to index // 6
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Although Western Bulk is a leading global dry bulk operator, the Group commercially operates only around 2% of the global fleet. This asset-light model provides broad access to available tonnage and allows continuous selection of vessels that best match specific cargo requirements. Strong relationships with a wide network of owners across the Panamax to Handysize segments support everything from single-voyage charters to longer-term leases, ensuring flexibility and consistent access to high- quality tonnage. The size and liquidity of the vessel market enable Western Bulk to optimize vessel selection for each cargo, maximizing margins. Vessels are selected based on key commercial and operational factors, including positioning, fuel efficiency and charter cost. The majority of leases are short- to medium-term, typically up to twelve months, supporting agility and disciplined risk management across market cycles. Fleet Performance team Chartered-in and period vessels represent the largest share of Western Bulk’s cost base, making vessel selection and operational efficiency a key priority. The Fleet Performance team develops tools and processes to evaluate vessels prior to fixing and to optimize performance throughout the charter period. By systematically monitoring vessel performance, the team improves the accuracy of voyage estimations and speed instructions, supporting better voyage planning, fewer delays, and improved commercial outcomes. Strong due diligence on incoming vessels, supported by digital tools and internal collaboration, also strengthens Western Bulk’s negotiating position with owners. High-quality operational data forms the foundation for continuous improvement, voyage optimization, and enhanced charter margins. Close cooperation with vessel owners further enables identification of efficiency gains and the adoption of new technologies, supporting both performance and emissions reduction in an evolving regulatory environment. Re-entering ship ownership through co-investment In December 2025, Western Bulk re-entered ship ownership through a co-investment structure together with selected partners. This marks an important step in the Group’s strategy to expand its activities within co-investment and commercial management, while maintaining an asset-light core model. Western Bulk’s approach to ownership is focused on selective participation alongside partners who value transparency, strong governance, and an active commercial mindset. By combining minority ownership with responsibility for commercial and business management, Western Bulk is able to leverage its global platform, including chartering expertise, operational capabilities, customer and supplier networks, and in-house support functions. The investment in and delivery of an eco-design Kamsarmax vessel in 2025 reflects the Group’s focus on modern, fuel-efficient tonnage that meets evolving regulatory and environmental requirements. Through active commercial management, Western Bulk seeks to enhance earnings potential and asset performance without materially increasing balance sheet risk. Operating approximately 110 vessels across the Handy to Kamsarmax segments and fixing 500–600 unique vessels annually, Western Bulk benefits from a large and continuously updated data set on vessel performance. This provides a strong analytical foundation for evaluating co-investment opportunities and supports disciplined capital allocation. Looking ahead, Western Bulk intends to further develop its co- investment and commercial management activities with like-minded partners, using its scale, market insight, and data-driven approach to create long-term value across shipping cycles. Optimizing our Fleet Western Bulk’s chartered-in fleet typically varies between 100 and 150 vessels, comprising both time charter trip and period vessels. This structure reflects the Group’s asset-light business model, with limited long-term commitments and the flexibility to continuously renew and optimize the fleet in line with market conditions. NUMBER OF VESSELS OPERATED BY QUARTER 2020 2021 2022 2023 2024 2025 115 106 110 111 123 127 135 130 123 133 135 115 106 111 120 105 113 118 114 105 97 93 118 132 WESTERN BULK ANNUAL REPORT 2025 // 7 Go to index
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2 % 4 % 4 % 5 % 11 % 17% 17 % 39 % Other Fertilizer Ferrous Cement Steel Minerals Agri/Grains Coal Ores Products Well Diversified Western Bulk has a wide network of cargo owners diversified across geographies and commodities. This network limits our exposure to specific customers, geographies or commodities. It also provides a wide foundation for revenue generation and reduces cyclicality and counterparty risk. Our close relations to such a wide range of cargo owners globally provides a high deal flow with opportunities to locate cargo that efficiently match identified and available vessels. CARGO OWNER DIVERSIFICATION 2025 Figures by Customer Western Bulk has more than 250 different cargo customers. No single customer accounts for more than 10,3% of revenues. COMMODITY DIVERSIFICATION 2025 Figures by Commodity GEOGRAPHIC DIVERSIFICATION 2025 Figures by Discharge area 44 % 21 % 12 % 10 % 6 % 5 % 3 % Far East India North America Europe Africa South America Middle East 10,3 % WESTERN BULK ANNUAL REPORT 2025 Go to index // 8
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Our Customer Focus Consistent Quality As a service provider it is crucial for us to understand and accommodate our customers’ needs, and we strive to deliver consistent, high-quality service. World Class Operations Our goal is to deliver world class operations across the Group. Strong Relationships We are continuously working to develop and maintain customer relationships. WESTERN BULK ANNUAL REPORT 2025 Go to index // 9
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WE HAVE A VERY STRONG AND AGILE COMMERCIAL CULTURE IN WESTERN BULK. BUILDING ON THIS, WE WANT TO: One company Be one company working together to achieve our goals. Dynamic company Be a dynamic company where we use data, systems and colleagues to constantly learn and adapt. Open culture Have an open culture where we share knowledge, information and business across offices and teams – making us more than just the sum of our parts. Our Organisational Culture WESTERN BULK ANNUAL REPORT 2025 Go to index // 10
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Our offices 33°35’17”N 7°36’40”W Casablanca Office The office in Casablanca, Morocco is focusing on closer follow-up and building growing volumes with existing clients, as well as providing personal attention on operational issues on the African West Coast. 33°52’04”S 151°12’36”E Sydney Office Our Sydney office was opened in September 2025, a key milestone in our Pacific expansion and our ambition to build a stronger presence in the Handy segment. The office provides a direct foothold in Australia and strengthens our ability to support customers and partners across the region. 47°36’22”N 122°20’1”W Seat tle Office Western Bulk’s US West Coast office in Seattle has been operating since 1995. Strategically located in the Pacific Northwest, the office maintains close day-to-day contact with cargo owners, trading houses, brokers, and industries across the USA, Canada, and Mexico, and supports Group vessel operations along the West Coast from Panama to Alaska and Hawaii. The US West Coast portfolio is managed from Singapore as part of the Pacific / US West Coast portfolio. 33°22’57”S 70°31’56”W Santiago Office Western Bulk has been active in Chile since 1982, with its Santiago office established in 2006. The office supports strong relationships with key Chilean industrial customers and, through its time-zone position, complements the Group’s global office network by enabling 24-hour coverage. The US Gulf portfolio is managed from Santiago, covering the US Gulf, US East Coast and North Coast South America. Western Bulk has a global reach and a local presence with offices located in strategically important areas for shipping and trade of dry bulk commodities. 25°15’53”N 55°18’28”E Dubai Office We opened our Dubai office in 2022 to extend our geographical presence and come closer to our customers in the Middle East and the Indian Ocean. The Indian Ocean portfolio is managed from the Dubai office, which has about 10 employees. 59°54’50”N 10°44’19”E Oslo Office The company Western Bulk was incorporated in Oslo, Norway in 1982. The CEO and CFO are located in the Oslo office. Being situated in Oslo allows us to take part in one of the most complete maritime knowledge hubs in the world, as well as an emerging hub for tech-startups and digitalisation. The commercial teams North Atlantic, South Atlantic, Panamax, Period Tonnage and US Gulf are managed from the Oslo office which has about 45 employees. 1°17’3”N 103°51’0”E Singapore Office Our office in Singapore was established in 2005 and is responsible for the overall activity in the Southeast Asia region. Singapore’s strategic location and infrastructure makes the port one of the busiest in the world, and the city has become a regional center of shipping and finance. The Pacific / US West Coast commercial team is managed from the Singapore office, which has about 25 employees. 60°19’55”N 5°21’25”E Bergen Office Our Bergen office was opened in 2025. From May 2026, our new Lumber & Projects commercial team will be situated in Bergen. WESTERN BULK ANNUAL REPORT 2025 Go to index // 11
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South Atlantic US Gulf Indian Ocean Pacific Pacific / US West Coast North Atlantic Our Commercial Teams Indian Ocean The Indian Ocean team covers the East coast of Africa, the Red Sea, the Arabian Sea and Indian region. Through its significant customer base, the commercial team is active in most dry bulk commodities and services clients on spot, short to medium term as well as on long industrial contracts. The Indian Ocean team is based in the Dubai and Singapore offices. North Atlantic The North Atlantic team’s main activities are transport of various steel and bulk cargoes from Black Sea and the Mediterranean, the Continent and the Baltics worldwide. The North Atlantic team is managed out of the Oslo office. Pacific / US West Coast The size and diversity of the Pacific basin demands that the Pacific / US West Coast portfolio is not just active in the more established core trades but also in niche cargo flows throughout the region. The Pacific / US West Coast team is run out of the Singapore and Seattle offices. Panamax The Panamax team supports industrial players in their supply chains, by providing timely and reliable service. Their clients in the panamax segment are primarily involved in iron ore, coal, bauxite, grains and fertilisers. The team members are divided between Oslo, Dubai and Singapore. South Atlantic The South Atlantic team serves clients loading and / or discharging cargo on the Atlantic coast of South America and West Coast Africa. Cargoes are carried on a trusted base of ships from our core owners and include both spot movements and industrial multi-year contracts. The South Atlantic team is managed out of the Oslo office with representatives in Chile. US Gulf The US Gulf team serves the US Gulf / US East Coast / North Coast South America area, helping a broad base of clients with diverse ocean transportation needs, ranging from industrial customers to traders and buyers of several commodities. The US Gulf team is managed out of the Santiago office and has representatives in the US, Oslo and Dubai. Freight and Derivatives Trading The Freight and Derivatives trading desk (FDTR) trades in the FFA market (Forward Freight Agreements), equities, and oil-related markets. FFA contracts made on the group level are entered under FDTR. The team also enters FFA contracts on behalf of the other commercial teams. FDTR combines model-based algorithmic trading with discretionary strategies, extending this approach to equities and oil-related markets to optimize performance and manage risk effectively. The FFA Trading team is managed from the Oslo office. WESTERN BULK ANNUAL REPORT 2025 Go to index // 12
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Built on a Proven Global Platform The Commercial Management platform leverages Western Bulk’s established global infrastructure: • 35 freight traders worldwide with 24 / 7 market coverage • In-house expertise within operations, risk management, derivative trading, bunker procurement, marine accounting and data analytics • Access to more than 300 unique customers and a broad pool of direct bunker suppliers This setup enables vessels under management to benefit from global reach, strong counterparty access, competitive bunker solutions and efficient port turnaround. Performance Optimization with Transparency Each vessel is assigned a dedicated senior Chartering Manager with aligned incentives, operating under a clearly agreed fixing strategy and arms-length principles. Owners receive: • Frequent and transparent reporting on trading performance • Benchmark comparisons against relevant market indices • Regular market intelligence updates Western Bulk’s in-house data and analytics team supports tailored reporting at the frequency required. Embedded Risk Management and Financial Strength The service integrates active market and basis risk management, including: • Optimizing timing and geographic positioning • Booking physical cargoes against open positions • Use of FFAs to mitigate downside risk while preserving upside Owners may also choose to swap vessels into fixed-rate short- or medium-term arrangements with Western Bulk as counterparty. In addition, Western Bulk finances working capital through fixed cash advances every 15 days, with final settlement after each completed voyage. With a debt-free balance sheet and solid equity base, Western Bulk offers a financially robust and long-term partnership. Commercial Management – A New Service Offering In 2025, Western Bulk launched Commercial Management of dry bulk vessels, building on more than 40 years of experience in freight trading and vessel operations. Since 1982, the company has operated in the dry bulk market, fixing 500–600 unique vessels per year and commercially operating 110–130 vessels across the Handy, Supramax, Ultramax and Panamax segments. This scale and activity provide a strong foundation for assessing vessel performance and optimizing earnings across market cycles. Through Commercial Management, Western Bulk combines its proven freight trading platform, global scale and data-driven approach to deliver optimized net TCE, transparency and peace of mind for vessel owners — independent of short-term market fluctuations. WESTERN BULK ANNUAL REPORT 2025 Go to index // 13
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TORBJØRN GJERVIK // CHIEF EXECUTIVE OFFICER Mr. Gjervik was appointed CEO of the Western Bulk group in September 2024. He came from the position of Head of our North Atlantic commercial team and has served in several management positions across the Western Bulk global network and offices, including 7 years in Singapore where he also served as Managing Director. Mr. Gjervik joined the company in 2011 as a trainee. Gjervik holds a BBA in International Shipping & Transport Logistics from the Hong Kong Polytechnic University. KENNETH THU // CHIEF FINANCIAL OFFICER Mr. Thu is responsible for finance, accounting, business control, risk, legal, compliance, technology, fleet performance and HR. He has a background from retail, energy and management consulting. Before joining Western Bulk in 2017, he was the Acting CFO in Elkjøp Nordic AS. Mr. Thu has also been employed by Expert AS, PA Consulting Group AS and Orkla Brands AS. He holds an MSc in Economics and Business Administration from the Norwegian School of Economics (NHH) in Bergen. The Senior Management Team WESTERN BULK ANNUAL REPORT 2025 // 14 Go to index
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The Board of Directors BENGT A. REM // CHAIRMAN OF THE BOARD Mr. Rem is the CEO of Kistefos AS, who owns about 69% of the shares in Western Bulk Chartering AS. Prior to joining Kistefos AS in 2015, Mr. Rem was CEO in Arctic Partners. His previous experience includes Executive Vice President & CFO as well as other leading positions in the industrial investment company Aker ASA, Head of the Department Responsible for Financial Instruments on the Oslo Stock Exchange and state authorised accountant in Arthur Andersen & Co. Mr. Rem holds an MSc in Business and Administration and Finance from the Norwegian Business School (BI) and an MSc in Accounting and Auditing from the Norwegian School of Economics (NHH). KRISTIAN HUSEBY // MEMBER OF THE BOARD Mr. Huseby was an Investment Director at Kistefos AS. Prior to joining Kistefos AS in 2014, Kristian Huseby worked as a senior consultant in Deloitte Financial Advisory, focusing on corporate finance and valuation services. Mr. Huseby holds an MSc in Finance from the Norwegian School of Economics (NHH). Mr. Huseby has left Kistefos AS and will be replaced on the Board of Directors at the Annual General Meeting in April, 2026. BETINA NYGAARD // MEMBER OF THE BOARD Betina Nygaard has more than 20 years’ experience within SaaS software and supply chain processes of which 16 years were served as the CEO of Scanmarket. She currently works as a senior advisor and professional board member focused on M&A, PMI, growth, digitalization and internationalization. She is Chairman of the Board of Valified and Mileage Book, and a member of the board of Semine, EasyTranslate and Faqtum MA. Ms Nygaard holds a BBA from Aarhus Business College. ULRIKA LAURIN // MEMBER OF THE BOARD Ulrika Laurin has a career spanning 30 years in the maritime industry. She currently works as a strategic advisor and serves as an independent board member of Wilh. Wilhelmsen Holding ASA and Stainless Tankers ASA, and Chair of BlueYield AB. Her previous experience includes CEO and CFO of Anglo-Atlantic Steamship Co. Ltd., board member of Golden Ocean Group Ltd, Frontline Ltd, Stena Bulk AB and Concordia Maritime AB, and council member of INTERTANKO. Ms Laurin holds an MSc in Economics and Business Administration from the Stockholm School of Economics. ESPEN ÅBØ // MEMBER OF THE BOARD Espen Åbø has a career spanning over 35 years in freight, commodities and energy trading. Previously, Åbø has served as Managing Director of both Goldman Sach’s and Morgan Stanley’s commodities division, as well as Commodities Portfolio Manager of Moore Capital Management Europe. Mr. Åbø holds a Master in Business Management with a major in Shipping from the Norwegian Business School (BI) and a BSc Hons in Mathematics from University of Greenwich, London. WESTERN BULK ANNUAL REPORT 2025 // 15 Go to index
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/ / Chartering Manager South Atlantic Kristoffer Skagen, Operations Manager Jeppe Christian Haug and Head of Legal Danielle Pereira. WESTERN BULK ANNUAL REPORT 2025 Go to index // 16
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Dry Bulk Shipping in 2025 The dry bulk market in 2025 developed in two clearly distinct phases. The first half of the year was characterized by weak demand fundamentals, increased fleet supply and heightened geopolitical uncertainty. Coal and grain flows were subdued, particularly in the Pacific, where China’s coal imports declined materially year-on-year. Freight markets softened accordingly, with the Baltic Supramax Index (BSI 63’) averaging USD 11,243 per day and the Baltic Panamax Index (BPI 82’) averaging USD 10,701 per day, down 30% and 33% respectively compared to H1 2024. At the same time, continued fleet growth – especially in the Ultramax segment – combined with historically low congestion levels, increased effective vessel supply and added downward pressure on rates. Uncertainty surrounding new U.S. tariff measures further weighed on sentiment and forward freight agreements. Market conditions improved markedly in the second half of the year, with a broad-based recovery in both demand and sentiment. Freight rates strengthened from late June and through the summer, supported by a sharp increase in grain exports out of East Coast South America, where combined Brazilian and Argentine volumes were significantly higher year-on-year. Atlantic grain flows remained firm into the fourth quarter, even in the absence of U.S. soybean exports to China, as strong Brazilian shipments and record U.S. corn exports offset the shortfall. In parallel, Chinese coal imports rebounded strongly following a weak first half, supported by higher seasonal power demand and tightening domestic supply. Coal imports were materially higher in H2 compared to H1, culminating in record thermal coal volumes in December. Resilient steel exports from Asia and continued high bauxite exports from Guinea also provided underlying support across segments. On the supply side, effective vessel availability tightened during the second half. Elevated waiting times in less efficient ports and continued slow steaming reduced effective capacity growth, offsetting part of the nominal fleet expansion. The combination of stronger cargo volumes and a tighter effective supply-demand balance allowed freight rates to recover significantly and remain relatively firm through year-end. Overall, 2025 concluded with a substantially stronger market environment than indicated by the weak start to the year, reflecting improved demand fundamentals, more constructive sentiment and better supply-side dynamics in the second half. Source: Baltic Exchange BALTIC SUPRAMAX INDEX BSI (USD / DAY) 42 000 37 000 32 000 27 000 22 000 17 000 12 000 7 000 2 000 Jan Apr Jul Oct Jan 2022 58’ 2023 58’ 2024 58’ 2025 63’ WESTERN BULK ANNUAL REPORT 2025 Go to index // 17
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Board of Directors’ Report 2025 Western Bulk delivered a clear earnings improvement in 2025, with net profit after tax of USD 5.4 million compared to a net loss of USD 2.7 million in 2024. USD 3.1 million of the 2025 net profit after tax was related to the exercise of purchase options on two period vessels with subsequent sale in the second hand market. Net TC increased to USD 27.7 million from USD 24.4 million, supported by a strong market recovery in the second half of the year. Net TC per ship day rose to USD 687 (USD 517 in 2024), while administrative expenses were reduced to USD 22.1 million from USD 26.6 million, reflecting continued efficiency improvements and a leaner operating platform. Financial Performance for the Group In 2025, the Group operated in a market that improved markedly over the course of the year. The first half was challenging, with subdued freight markets and performance negatively impacted by losses from certain period vessels fixed at higher market levels in 2024. Low volatility and elevated geopolitical tensions contributed to a difficult operating environment, with the Baltic Supramax Index (BSI 63’) and Baltic Panamax Index (BPI 82’) down 30% and 33% respectively compared to H1 2024. Market conditions strengthened significantly in the second half of the year, with rates recovering through the summer and into early autumn. The upturn was supported by strong Atlantic grain flows, improved coal demand in China and resilient steel exports from Asia. The Group was well positioned to capture the recovery, maintaining exposure to rising rates across the Handy, Supramax and Panamax segments, which contributed positively to full-year performance. Shipping markets in 2025 were influenced by continued geopolitical uncertainty and evolving global trade dynamics. Trade frictions, tariffs and shifting trade flows, as well as disruptions to shipping routes caused by conflicts in the Red Sea region and the war in Ukraine, affected vessel routing and tonne-mile demand. In the dry bulk sector, market conditions were also influenced by developments in China, including weaker activity in the property sector and fluctuating demand for steelmaking raw materials. Moderate global economic growth and softer industrial activity in several regions further contributed to a more volatile freight market environment during the year. The Group’s turnover, expressed as gross freight revenues, was USD 1 039.4 million in 2025 compared to USD 1 269.7 million in 2024. On average for the full year the Group handled 110 vessel equivalents in 2025, down from 129 vessels in 2024. Net TC per ship day was USD 687 in 2025 compared to USD 517 in 2024. Administrative expenses were USD 22.1 million in 2025 compared to USD 26.6 million in 2024. Excluding bonus, the Group saw cost reductions of USD 5.6 million during 2025. The Group had an average of 93 FTEs employed in 2025 compared to 109 in 2024. At the end of the year the Group had USD 28.9 million in free cash, an increase of USD 1.4 million from 2024. The Group had no interest- bearing debt as per the end of 2025. The balance sheet total was USD 108.6 million at the end of 2025 compared to USD 117.6 million the year before. Book equity totalled USD 50.8 million as of 31.12.2025, compared to USD 49.7 million at the end of 2024. Operating profit for 2025 was negative USD 34 000, while cash flow from operating activities was positive USD 3.8 million. The difference is mainly due to results from positional FFAs and reversal of provisions for financial future losses, which are not included in operating profit but impact cash flow. ” THE GROUP WAS WELL POSITIONED TO CAPTURE THE RECOVERY, MAINTAINING EXPOSURE TO RISING RATES ACROSS THE HANDY, SUPRAMAX AND PANAMAX SEGMENTS, WHICH CONTRIBUTED POSITIVELY TO FULL-YEAR PERFORMANCE. WESTERN BULK ANNUAL REPORT 2025 // 18 Go to index
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Market Development The dry bulk market in 2025 developed in two clearly distinct phases. The first half of the year was characterized by weak demand fundamentals, increased fleet supply and heightened geopolitical uncertainty. Coal and grain flows were subdued, particularly in the Pacific, where China’s coal imports declined materially year-on-year. Freight markets softened accordingly, with the Baltic Supramax Index (BSI 63’) averaging USD 11,243 per day and the Baltic Panamax Index (BPI 82’) averaging USD 10,701 per day, down 30% and 33% respectively compared to H1 2024. At the same time, continued fleet growth – especially in the Ultramax segment – combined with historically low congestion levels, increased effective vessel supply and added downward pressure on rates. Uncertainty surrounding new U.S. tariff measures further weighed on sentiment and forward freight agreements. Market conditions improved markedly in the second half of the year, with a broad-based recovery in both demand and sentiment. Freight rates strengthened from late June and through the summer, supported by a sharp increase in grain exports out of East Coast South America, where combined Brazilian and Argentine volumes were significantly higher year-on-year. Atlantic grain flows remained firm into the fourth quarter, even in the absence of U.S. soybean exports to China, as strong Brazilian shipments and record U.S. corn exports offset the shortfall. In parallel, Chinese coal imports rebounded strongly following a weak first half, supported by higher seasonal power demand and tightening domestic supply. Coal imports were materially higher in H2 compared to H1, culminating in record thermal coal volumes in December. Resilient steel exports from Asia and continued high bauxite exports from Guinea also provided underlying support across segments. On the supply side, effective vessel availability tightened during the second half. Elevated waiting times in less efficient ports and continued slow steaming reduced effective capacity growth, offsetting part of the nominal fleet expansion. The combination of stronger cargo volumes and a tighter effective supply-demand balance allowed freight rates to recover significantly and remain relatively firm through year-end. Overall, 2025 concluded with a substantially stronger market environment than indicated by the weak start to the year, reflecting improved demand fundamentals, more constructive sentiment and better supply-side dynamics in the second half. Future Development Looking ahead to the first half of 2026, the market outlook is more constructive, supported by improved demand visibility across key trades. Capesize earnings are expected to remain firm on continued high bauxite exports from Guinea and the ramp-up of Simandou iron ore volumes, which may also tighten tonnage availability in the Panamax and Ultramax segments. Coal imports into China are anticipated to improve, supported by seasonal demand and constraints on domestic production, while grain flows are expected to remain robust. A strong Brazilian soybean crop, recovering U.S. soybean exports to China and continued high U.S. corn shipments should underpin Atlantic and Pacific basin demand. Although fleet growth, particularly in the Ultramax segment, may limit upside potential, ongoing port congestion and slow steaming are expected to offset part of the nominal supply increase. Overall, the Group expects a firmer earnings environment in early 2026, albeit with continued exposure to macroeconomic and geopolitical risks. Since late February 2026, a major military conflict has escalated following coordinated strikes by the United States and Israel against targets in Iran, triggering broader regional retaliation and heightened tensions across the Middle East. Western Bulk is monitoring the situation closely and evaluating potential implications for global trade and maritime security. At the time of finalising this report, the conflict has not had material negative effects on Western Bulk’s operations or financial position. We continue to track developments and remain prepared to respond as necessary to safeguard our people, customers and business continuity. Going Concern In accordance with §3-3a of the Norwegian Accounting Act, the Board confirms that the financial statements have been prepared under the assumption of going concern. The assumption is based on estimates and expectations for 2026 and the Group’s long-term strategy. Business Overview The Group is a world-leading operator within the Handy, Supra, Ultra and Panamax dry cargo segment, with a global trading pattern and the experienced staff and robust systems required to handle the large diversity in commodity types, trading routes and operating conditions that these segments offer. The Group combines operational expertise in dry bulk shipping with portfolio and risk management techniques and approaches adapted from the financial industry. Given the diversity and complexity of the markets in which the Group operates, it has chosen to build a flat and decentralized organizational structure where most of the decision- making authority rests with its commercial teams. The risk management team monitors market and counterpart exposures of each commercial team and on an aggregate level for the Group. Impact on the environment The Group’s activities consist of chartering and operating dry bulk vessels for the transportation of products such as minerals, timber, cement, bauxite, steel products, grains, coal and more. The chartering and operation of chartered-in vessels fully complies with international rules and standards in the jurisdictions and sectors in which they operate. A more detailed description of the Group’s impact on the environment is included in the section on Responsible Business Conduct. Organization The Group is actively working to reduce sick leave and improve its working environment. During the year, no serious accidents or injuries have been reported. Total sick leave in the Norwegian company was 2,87% (2024: 2,17%), divided into 0,68% short term absence, and 2,19% long term absence. Total sick leave in the Singaporean company was 1,4% (2024: 1,4%). Working conditions for employees are considered to be good. The Group has implemented initiatives to maintain a healthy work environment, annual health checks, social and active events and activities, reimbursement of physical training expenses and individual workplace assessment by physiotherapist. The Group is committed to: - ensuring that all employees are treated equally; - the prevention of discrimination on the basis of gender, pregnancy, leave in connection with childbirth or adoption, care responsibilities, ethnicity, nationality, religion, beliefs, disability, sexual orientation, gender identity, gender expression, age, other legally protected status or significant characteristics of a person; and - offering all employees equal and attractive career opportunities. The Group offers a comprehensive training program for commercial graduates. Employee performance is measured through regular performance appraisals. As of 31.12.2025, 34 of the Group’s 93 employees were women (37%), with 33% in Oslo, 44% in Singapore, 50% in Dubai, 25% in Seattle and 25% in Santiago. An unequal recruitment base makes it difficult to achieve an equal mix of gender within certain Group units, but Western Bulk endeavours to have both genders represented in all employment processes. No women are represented in the Senior Management, two women (40%) are represented within the Board of Directors. WESTERN BULK ANNUAL REPORT 2025 // 19 Go to index
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Risk Management Western Bulk operates as an asset-light dry bulk operator and is exposed to volatility in freight markets and related financial and operational risks. The Group maintains a structured risk management framework under which exposures are identified, measured and managed within a defined risk appetite approved by the Board of Directors. Exposure limits are established through defined mandates and internal control procedures. Market Risk Freight market risk is a core element of the Group’s business model. The Group contracts cargoes and charters vessels on both period and voyage basis across global markets. Differences between cargo commitments and chartered tonnage may create net exposure to movements in freight rates across vessel segments, geographical regions and time horizons. The Group manages its freight exposure on a portfolio basis, while individual vessel and trade positions are reviewed and evaluated on an ongoing basis within the overall portfolio context. Market exposure is measured and monitored using quantitative risk metrics, including Value at Risk (VaR), and is managed within established limits. Freight Forward Agreements (FFAs) are used both to hedge existing exposures and to adjust market exposure within approved mandates. Bunker Risk Fuel costs constitute a significant component of voyage expenses. Exposure arises when changes in fuel prices are not fully reflected in the freight rates agreed with customers. Unlike freight exposure, the Group does not seek to take positions in the bunker or oil markets. Bunker price risk is managed with the objective of reducing earnings volatility. The Group uses fuel oil swaps and similar instruments to hedge exposure. Geopolitical and Regulatory Risk The Group operates globally and is exposed to geopolitical developments, including changes in trade flows, sanctions regimes, regulatory requirements and regional instability. Such developments may affect freight levels, counterparty performance and operational execution. The Group seeks to mitigate concentration risk through diversification across cargo types, trade routes and counterparties, and through regular review of regulatory developments in relevant jurisdictions. Credit and Counterparty Risk The Group is exposed to counterparty risk in connection with both cargo contracts and chartering arrangements where vessels are chartered out to third parties. Counterparties are subject to internal approval procedures based on external credit information and internal assessments and are monitored on a regular basis. Credit exposure arises primarily from freight receivables and hire payments. For voyage contracts, freight is generally payable at or prior to commencement of the voyage. In the event of non-payment, the Group will normally have a lien on the cargo. For vessels chartered out on period or trip charters, hire is typically payable in advance in accordance with charter party terms. Credit exposure is therefore generally limited to outstanding freight, hire receivables and disputed amounts such as demurrage or other post-voyage or performance-related adjustments. Liquidity Risk Liquidity risk arises from working capital requirements, timing differences between cash inflows and out flows, financing covenants and margin requirements related to derivative positions. The Group regularly monitors cash reserves, available credit facilities and covenant compliance to ensure sufficient liquidity to meet operational and financial commitments, including potential margin requirements during periods of market volatility. Currency and Interest Rate Risk The Group’s functional currency is USD. However, certain administrative and operating expenses are incurred in other currencies, giving rise to foreign exchange exposure. Currency risk is measured using sensitivity analysis and managed in accordance with the Group’s hedging policy. The Group may use forward contracts or similar instruments to reduce exposure to significant non-USD cost bases. The Group is exposed to floating interest rates on its financing facilities. Interest rate risk is monitored as part of the Group’s overall financial risk management framework and is currently not hedged. Transparency Act The Norwegian Transparency Act came into force on 1 July 2022. This implements OECD guidelines and UN guiding principles on business and Human Rights for Norwegian enterprises. During 2025 the Group has continued its review of suppliers according to the annual statement published on the website in June 2025. The annual statement for 2025 will be published on our website within 30 June 2026. Directors & Officers Liability Insurance The Kistefos Group maintains a Directors & Officers liability insurance issued by Ryan Speciality Group Sweden AB which covers companies owned or controlled by Kistefos Group and which includes the Western Bulk group of companies. The insurance covers the liability of directors, employees exercising managerial or supervisory functions and the general counsel for wrongful acts or omissions committed (or allegedly committed) for and on behalf of the company. The policy covers claims made in relation to civil claims, employment practices, regulatory investigations and proceedings, criminal proceedings and the company’s securities. Ownership Structure As of 31.12.2025, Western Bulk Chartering AS is registered on Euronext Growth Oslo, with about 900 shareholders. The Kistefos Group controls about 69% of the shares. Financial Performance for the Parent Company and Allocations Western Bulk Chartering AS (Parent Company) recorded a profit after tax of USD 3.0 million for 2025 and a net positive cash flow of USD 2.9 million. Equity was USD 35.3 million as of 31.12.2025 with a book equity ratio of 51%. The Board recommends the following allocation of the 2025 net profit for the parent company Dividend 4 300 000 Other equity - 1 341 120 Total allocations 2 958 880 OSLO, 11. MARCH 2026 KRISTIAN HUSEBY BOARD MEMBER BENGT A. REM CHAIRMAN OF THE BOARD ESPEN ÅBØ BOARD MEMBER BETINA NYGAARD BOARD MEMBER ULRIKA LAURIN BOARD MEMBER TORBJØRN GJERVIK CEO WESTERN BULK ANNUAL REPORT 2025 // 20 Go to index
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Responsible Business Conduct Ensuring the Group businesses’ adherence to high standards in Responsible Business Conduct (”RBC”) not only has positive impacts on results, but also makes Western Bulk competitively stronger in a sector where customers are increasingly driven by such factors when choosing their business partners. Western Bulk’s Code of Conduct and related internal policies establish clear expectations for all parts of the Group’s business, seeking to ensure good corporate conduct and compliance with applicable laws and regulations. The Code of Conduct clearly communicates the Group’s expectations related to dealing with third parties and matters of integrity. Western Bulk also has a Supplier Code of Conduct, which communicates our expectations to external suppliers beyond the contractual obligations in individual contracts. The Supplier Code of Conduct establish clear expectations for third parties with regard to our expectation of ethical corporate conduct and compliance with applicable laws and regulations. When evaluating external suppliers, Western Bulk has a Counterpart Risk team that evaluates new and existing third parties against several risk criteria. This process is risk based and the extent of the vetting process therefore varies according to the individual concerns and risks of each trade, including e.g. the industry or the region. The Group uses external databases and sources to improve the quality of the findings related to each third party. Western Bulk has an established compliance program, aimed at addressing risks relevant to the company’s business, with particular focus on combating corruption and closely monitoring compliance with global sanctions. This program has clear and visible support from the CEO and the senior management team, using a top-down approach to emphasise the important role of compliance within the company. The compliance program also includes a whistle- blower policy and a reporting channel. Employees are expected and encouraged to report incidents that may not comply with the principles set forth in the Code of Conduct or other policies. Western Bulk employees consequently have a strong awareness of responsible business conduct related issues, in particular related to the handling of corruption and sanctions risks. The Western Bulk Group’s commitments in the RBC sphere are: HUMAN RIGHTS Western Bulk shall support, respect and commit to the principles set out in the UN’s Universal Declaration on Human Right, taking every effort to ensure that they are not complicit in human rights abuses. The Norwegian Transparency Act came into force on 1 July 2022. This implements OECD guidelines and UN guiding principles on business and Human Rights for Norwegian enterprises. Western Bulk is committed to uphold the Act and follow its principles. LABOUR RIGHTS Non-Discrimination Western Bulk’s policies prohibit unlawful discrimination on grounds of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, labour union affiliation, social or ethnic origin. Western Bulk treats all people with dignity and respect. All employees support a work environment free from discrimination. Compensation Wages paid to employees and hired labour are considered fair and meet any national legal standards on minimum wage. Working hours are not excessive and as a minimum comply with applicable local laws or agreements. Labour standards Freedom of association and the right to collective bargaining and agreements are respected in all operations of the Group. Safe working environment All employees are provided with a safe and healthy work environment. Seafarers Owners of tonnage chartered by the Group are required to maintain standards for seafarers meeting at least those set by international standards and conventions. ENVIRONMENT Western Bulk supports the maritime industry’s commitment to net zero emissions by 2050, and to a 50% reduction in emissions by 2030, compared to the 2008 baseline. As an operator, our contribution to this effort will largely come from operational measures such as performance monitoring, voyage optimisation and speed adjustments, as well as a structured approach to regular hull and propeller cleaning. We are aware of the importance of working with both vessel owners and customers to identify opportunities for increased co-operation. There is significant emission reduction potential to be found in contractual structures that incentivise reduced carbon intensity through speed reduction, just-in-time-arrival, information-sharing and similar. Western Bulk views responsible business conduct practices, including environmental and social standards, as key to reducing the impact of marine activities. Western Bulk is committed to promoting responsible and sustainable practices, both as a global corporate citizen and within our sphere of influence as ship operators. / / Chartering Trainee Maximilian Dethloff and Chartering Manuela Rieger. WESTERN BULK ANNUAL REPORT 2025// 21 Go to index
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VESSEL TYPE HANDYMAX SUPRAMAX ULTRAMAX PANAMAX Average EEOI 2022 14.97 11.01 9.16 12.48 Average EEOI 2023 11.41 9.96 8.80 14.37 Average EEOI 2024 10.85 8.90 7.80 6.58 Average EEOI 2025 11,06 9,01 7,83 7,39 Change 0,21 0,11 0,03 0,81 Western Bulk has now implemented a new voyage optimization solution in Operations, giving us greater control over vessel performance. This marks a key step forward in advanced voyage optimization, supporting reduced fuel consumption and lower carbon emissions across our fleet. At the same time, our Fleet Performance team has made great progress in using fuel consumption models across our period-chartered fleet, allowing us to maintain our speed-loss threshold by chartering and main- taining fuel-efficient vessels while eliminating unfavorable performers. The models give us much more accurate fuel projections in our planning systems - allowing us to further reduce wasteful consumption. Western Bulk monitors the carbon intensity of our operations primarily through EEOI. EEOI measures the relative relationship between CO2 emissions from bunker fuel consumption and transport work (tonne- nautical miles). This is represented as gCO2 / tonne-nautical miles. We measure per vessel segment as EEOI generally decreases with vessel size. Since the composition of our fleet varies from year to year, average EEOI per year will not only depend on carbon intensity of our operation, but also on the relative share of vessel types in the fleet. The table below portrays the development in EEOI per vessel size from 2022 to 2025. Our carbon intensity has come down significantly since 2022, both due to enhanced focus on fleet performance and operational excellence but also improved data quality. The carbon intensity was somewhat up for all segments from 2024 to 2025; however, the total average was down from 8,66 to 8,64 due to better fleet composition with a lower share of Handymax vessels. The slight increase in EEOI in 2025 primarily reflects changes in trading patterns and operational conditions rather than a deterioration in technical efficiency. During the year, the fleet experienced longer ballast legs, increased waiting times at ports, and a higher share of smaller cargo parcels, all of which reduced cargo carried per mile. In addition, periods of weaker market conditions led to lower vessel utilisation and sub-optimal speeds. These factors temporarily increased emissions intensity, despite continued focus on fuel efficiency and voyage optimisation. Since testing biofuel deliveries and carbon offsets in 2021, the Group has made carbon offset an option for customers wishing to reduce the impact of cargo shipments. We are actively trading in EUAs and EUA futures under the EU Emissions Trading System. We have strengthened our systems and resources to manage EUA accounting and transfers efficiently. Enhanced internal reporting and monitoring solutions improve transparency for cargo charterers, enabling better insight into emissions and supporting active participation in reduction efforts. For the new FuelEU Maritime regulation that came into force in January 2025, we have implemented cost estimation tools, and we are monitoring FuelEU compliance solutions, including looking into pooling options with other ships/owners. After the purchase of MV Western Egda, compliance with FuelEU Maritime requires us to monitor and report the greenhouse gas intensity of energy used on board, ensure that the vessel meet progressively stricter fuel-intensity limits, and hold sufficient compliance balance or FuelEU credits. This involves accurate fuel and emissions data collection, verification through accredited verifiers, and, where needed, the use of low-carbon fuels, efficiency measures, or pooling mechanisms to meet the requirements. Following the adoption of the EU’s Omnibus simplification package for CSRD, the reporting thresholds have been revised. Based on the updated criteria, Western Bulk falls below the applicable size thresholds and is therefore not required to report under the EU CSRD framework at this stage. The Group continues to monitor regulatory developments closely and remains committed to responsible business practices and transparency. COMPETITION Western Bulk operates in a highly competitive industry. The Group competes in a fair and ethical manner in relation to competitors as well as to customers and suppliers. Western Bulk will under no circumstances cause or be part of any breach of general or special competition regulations or any other behavior that is in breach of applicable competition (anti-trust) legislation. TAXATION Western Bulk Chartering AS is domiciled in Norway and controls legal and operational entities in Norway, Singapore, the United States of America, the United Arab Emirates, Chile, Australia, Sweden and Morocco. Western Bulk complies with tax laws, regulations and filing requirements in the jurisdictions where the Group is located. Western Bulk follows the arm’s length principle and complies with the recommendations set out in the OECD Transfer Pricing Guidelines for internal transactions between group companies. For further details about Western Bulk’s taxation, please also refer to the explanatory notes in the Group’s financial statements. ANTI CORRUPTION Western Bulk conducts its business with integrity. All activities within the group are done in compliance with all applicable laws and regulations. The Code of Conduct prohibits engagement, directly or indirectly, in corrupt or illegal practices. Western Bulk continues to participate in the Maritime Anti-Corruption Network (www.maritime-acn.org). Established in 2011, MACN is an industry group of over 225 industry participants including ship owners and operators, cargo owners and service providers working towards a vision of a maritime industry free of corruption. As part of MACN and in addition to reporting , Western Bulk supports the efforts of collective industry action to improve the compliance environment and integrity in the sector. Our operating companies Western Bulk Carriers AS and Western Bulk Pte Ltd have each completed the Tcertification process. Tcertification is a custom-built due diligence review. Tcertified companies are pre-vetted business partners for multinational companies seeking to do business with suppliers, agents and consultants who share their commitment to commercial transparency. WESTERN BULK ANNUAL REPORT 2025 // 22 Go to index
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Group Financials WESTERN BULK CHARTERING GROUP // PROFIT AND LOSS STATEMENT USD 1 000 NOTE 2025 2024 Gross revenues 3 983 834 1 238 458 Sale of vessel 3 55 538 31 205 Voyage expenses -419 336 -495 530 Freight revenues on T/C-basis 620 036 774 133 T/C expenses -543 594 -718 903 Purchase of vessel -52 420 -26 526 Other vessel expenses -3 198 -2 881 Administrative expenses 4 -22 075 -26 599 Operating expenses -621 287 -774 910 Provision for future loss 1 404 -1 404 Depreciation 5 -186 -171 Gain / (loss) on disposal of fixed assets -2 - Operating profit -34 -2 352 Net interest income 993 1 041 Net interest expense -166 -270 Gain / (loss) on foreign exchange 296 372 Share of profit / loss from associated companies 6 -45 - Result positional FFA 2 859 2 800 Result Positional Bunker hedge -215 - Provision for financial future loss 2 842 -2 842 Gain / (loss) disposal of shares -17 29 Other financial items -567 -593 Net finance 5 981 539 Profit / (loss) before tax 5 947 -1 813 Tax income / (expense) 7 -572 -935 Profit / (loss) for the year 5 375 -2 748 / / Chief Financial Officer Kenneth Thu and Chief Executive Officer Torbjørn Gjervik. WESTERN BULK ANNUAL REPORT 2025 Go to index // 24
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WESTERN BULK CHARTERING GROUP // BALANCE SHEET USD 1 000 NOTE 2025 2024 ASSETS Non current assets Deferred tax asset 7 908 932 Intangible assets 5 89 119 Property, plant and equipment 5 261 345 Investment in associated companies 6 2 694 - Total non current assets 3 952 1 395 Current assets Accounts receivable 8,9 25 089 34 544 Other receivables 1 721 1 559 Receivables derivatives 10 - 3 453 Receivables EUA 3 516 3 572 Bunker stocks 39 125 38 905 Bank deposits 1,11 35 168 34 162 Total current assets 104 619 116 194 TOTAL ASSETS 108 571 117 590 SHAREHOLDERS` EQUITY AND LIABILITIES Equity Paid-in capital Share capital 205 205 Share premium 12 267 12 267 Total paid-in capital 12 472 12 472 Retained earnings Other equity / (uncovered loss) 38 338 37 264 Total retained earnings 38 338 37 264 TOTAL SHAREHOLDERS’ EQUITY 12 50 810 49 735 USD 1 000 NOTE 2025 2024 LIABILITIES Long term liabilities Deferred tax liability 7 3 57 Pension liabilities 4 198 261 Total long term liabilities 201 318 Short term liabilities Accounts payable 17 706 15 188 Other payable 13 34 673 50 487 Provision dividend 4 300 - Payable derivatives 10 209 - Taxes payable 7 553 1 502 Liabilities to related company 14 120 360 Total short term liabilities 57 561 67 537 TOTAL LIABILITIES 57 762 67 854 TOTAL SHAREHOLDERS` EQUITY AND LIABILITIES 108 571 117 590 OSLO, 11. MARCH 2026 ESPEN ÅBØ BOARD MEMBER BETINA NYGAARD BOARD MEMBER ULRIKA LAURIN BOARD MEMBER BENGT A. REM CHAIRMAN OF THE BOARD KRISTIAN HUSEBY BOARD MEMBER TORBJØRN GJERVIK CEO WESTERN BULK ANNUAL REPORT 2025 Go to index // 25
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WESTERN BULK CHARTERING GROUP // CASH FLOW STATEMENT USD 1 000 2025 2024 CASH FLOW FROM OPERATIONS Profit / (loss) before tax 5 947 -1 813 Taxes paid -1 538 -1 473 Depreciation 186 171 Share of the (profit) / loss of associates 45 Gain / (loss) disposal fixed assets 2 - Changes in current receivables and current liabilities -822 -2 881 Net cash flow from / (to) operating activities 3 820 -5 996 CASH FLOW FROM INVESTMENTS Investments in fixed- and intangible assets -74 -263 Investments in associates -2 739 Net cash flow from investments -2 813 -263 CASH FLOW FROM FINANCING ACTIVITIES Changes in new short term and long term debt - - Dividend paid - - Net cash flow from financing activities - - Net change in liquidity during the year 1 007 -6 259 Liquid assets as of 01.01. 34 162 40 421 Liquid assets as of 31.12. 35 168 34 162 Restricted bank deposits as of 31.12. 5 361 5 741 Available liquid assets as of 31.12. 29 808 28 421 / / Developer Anusha Dk. WESTERN BULK ANNUAL REPORT 2025 Go to index // 26
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/ / Developer Anusha Dk, Head of Engineering Ranjith Venkatarajanahalli and Head of Business Improvement Torkjel Hurtig. WESTERN BULK ANNUAL REPORT 2025 Go to index // 27
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Notes to the Accounts NOTE 1 // ACCOUNTING PRINCIPLES The accounts have been prepared in accordance with the Accounting Act of 1998 and generally accepted accounting principles in Norway. The main accounting principles are described below. Unless otherwise stated, all figures specified in the notes are quoted in US dollars (USD) 1 000. The annual accounts have been prepared on a going concern basis. Segment information The Group operates in the dry bulk shipping segment. The main activities consist of owning, chartering and operation of ships, facilitating and participating in financial transactions and any other activities which are naturally related to the above, including participation in companies engaged in similar activities. The Group also engages in trading in securities, including purchase and sale of shares, derivatives, options, currencies and other suitable instruments, both in Norway and abroad. Reporting currency and functional currency Both the parent company accounts and the consolidated accounts are reported in US dollars (USD). Group business activities are primarily denominated in USD. Based on historical figures for the Group, almost 100% of freight income, operating expenses for the vessels, bank deposits, receivables, accounts payable and external financing are denominated in USD. The consolidated accounts are presented in USD. Foreign currency Monetary items, receivables and liabilities in the balance sheet denominated in other currencies than USD are recorded at the year- end exchange rates. Profit and loss items in foreign currencies are recorded at exchange rates prevailing at the time of the transaction. Both realised and unrealised gains and losses are included under financial items in the profit and loss statement. The following exchange rate has been used as of 31.12.2025: USD / NOK 10.0791 Consolidation principles Included in the Group are the parent company Western Bulk Chartering AS (the ”Company”) and companies in which Western Bulk Chartering AS directly or indirectly holds a majority of the voting rights. All intercompany balances and transactions between the companies have been eliminated in the consolidated accounts. The cost price of shares and partnership shares are eliminated against the equity in the underlying companies at the time of purchase. Any excess of purchase consideration over fair value of assets and liabilities acquired is recorded as goodwill. Goodwill is not amortised. The accounts of foreign subsidiaries are kept in USD as well as in a secondary currency. The Group’s consolidated accounts are prepared based on uniform accounting principles. Classification of assets and liabilities Current assets and current liabilities include items that fall due within one year as well as items associated with the business flows. Other items are defined as fixed assets / long term liabilities. Revenue recognition Revenues are measured at the fair value of the consideration received or receivable and are presented net of commissions. Revenues and expenses related to a vessel’s voyages are accrued based on the number of days before and after the end of each accounting period. A voyage is defined as starting after unloading the previous voyage (discharge-to-discharge). Hence the voyage result is also accrued with the inclusion of actual number of days resulting from the period of ballast, waiting for orders and loading the vessel. Although the Group has major freight contracts covering several accounting years, accounting is based on individual voyages. As long as the Group has a controlling interest, dividends and group contributions are recognised even if they have not been received. Corresponding provisions are recognised in the contributing company. Use of estimates In accordance with generally accepted accounting principles, the Company’s management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. When preparing the financial statements, best estimates are used based on the information available at the time of preparation. Intangible assets Costs relating to intangible assets are recognised in the balance sheet providing a future financial benefit relating to the development of an identifiable intangible asset can be identified, and the expenses can be reliably measured. Otherwise, such expenses are expensed as and when incurred. Software is amortised on a straight-line basis over its expected useful life. Costs related to ordinary maintenance are expensed as incurred. Gains and losses on the disposal of intangible assets are presented on a separate line under operating expenses. Fixed assets Fixed assets are recognised in the balance sheet at cost less accumu- lated depreciation and impairment losses. Depreciation is calculated using the straight-line method over the assets’ expected useful lives. Costs relating to ordinary maintenance are expensed as incurred. Gains and losses on the disposal of fixed assets are presented on a separate line under operating expenses. Impairment of intangible and fixed assets Impairment is recognised for the amount by which the asset’s carrying value exceeds its recoverable amount unless the reduction in value is temporary. The recoverable amount is the higher of net sales value and net present value of future cash flows. WESTERN BULK ANNUAL REPORT 2025 // 28 Go to index
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Leases The Group differentiates between financial leasing and operational leasing based on an evaluation of the lease contract at the time of inception. A lease contract is classified as a financial lease when the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operational leases. When a lease contract is classified as a financial lease where the Group is the lessee, the rights and obligations relating to the leasing contracts are recognised in the balance sheet as assets and liabilities. The interest element in the lease payment is included in the interest cost and the capital amount of the lease payment is recorded as repayment of debt. The lease liability is the remaining part of the principal. For operational leases, the rental amount is recorded as an ordinary operating cost. In both 2025 and 2024, all of the Group’s leases were classified as operational leases. Bunkers, other inventory and receivables Inventories are valued at the lower of historical cost, using the first in, first out (FIFO) principle, and estimated market value. Receivables are recorded at nominal value less expected losses. Financial investments Financial investments classified as current assets are recorded at the lower of cost price or market value. Pensions The Group has defined benefit plans and defined contribution plans. For defined contribution plans the annual contribution is expensed, and there is no pension asset or liability recognised in the balance sheet. The defined benefit plan is an employee’s end of service benefit. The entitlement to these benefits is usually based upon the employees’ salary and length of service, subject to the completion of a minimum service year. The expected costs of these benefits are accrued over the year of employment. All pension schemes are valued in accordance with the IAS 19R which can be used under NGAAP (NRS 6) as well as under IFRS. Taxes The tax expense in the income statement comprises both current tax payable for the period and changes in deferred tax. Changes in deferred tax reflect variations in future tax liabilities and assets arising from temporary differences between accounting and tax values. Deferred tax represents tax relating to accumulated profits that is payable in subsequent periods. Deferred tax liabilities and deferred tax assets are calculated on net temporary differences between the accounting and tax bases of assets and liabilities that are expected to reverse within a reasonable period, together with deferred tax assets relating to tax losses carried forward. Deferred tax liabilities and deferred tax assets within the same tax system are recorded on a net basis. Deferred tax asset is recorded only if the future utilisation is probable. Contingent loss / gain Provisions have been made for contingent losses that are likely and quantifiable. Contingent gains are not recorded. Financial instruments and hedge accounting The Group has defined a hedging strategy and applies financial instruments such as freight derivatives, bunker derivatives and currency derivatives to hedge future results. In accordance with the Norwegian Accounting Act §4-1 no. 5, profits and losses on hedging contracts are recognised in the same period as the profits and losses on the hedged item, for all derivatives entered into as part of the hedging policy. The Group has classified the hedges as cash flow hedges for accounting purposes. The market values of the derivatives are kept off-balance until realised. Option premiums paid or received, and settlements paid or received in respect of cleared derivatives, are recognised as current assets and liabilities, respectively, until the derivative matures. Gains and losses are recognised in the income statement at maturity or when the assets are considered impaired. Impairment is recognised for the amount by which the mark-to-market value of the Group’s total contract portfolio (TCs, COAs, FFAs and bunker hedges) is negative. If the negative amount exceeds the assets related to the portfolio, including any prepaid amounts for derivatives, an accrual for the liabilities is made. Profits and losses from derivatives are classified as T/C expenses for freight derivatives, voyage expenses for bunker derivatives and as part of the administration expenses for currency derivatives serving as currency hedge for administration expenses in other currencies than USD. Non-hedged trading made by Western Bulk Chartering AS is reported under financial items. Cash flow statements The cash flow statements are based on the indirect method. Restricted bank deposits are recorded as cash equivalents. Shares are considered to have a high price risk and are not classified as cash equivalents. Subsequent events New information related to events that existed on the balance sheet date has been included in the estimates. Important events taking place after the balance sheet date are described in the notes. Changes in accounting principles There are no material changes in the accounting principles for the periods presented. / / Market Research and Derivatives Trader Henrik Ramm, Quantitative Portfolio Manager Patrick Næss and Data Scientist Hans Ivar Ølberg. WESTERN BULK ANNUAL REPORT 2025 // 29 Go to index
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NOTE 2 // RISK FACTORS Western Bulk operates as an asset-light dry bulk operator and is exposed to volatility in freight markets and related financial and operational risks. The Group maintains a structured risk management framework under which exposures are identified, measured and managed within a defined risk appetite approved by the Board of Directors. Exposure limits are established through defined mandates and internal control procedures. Market Risk Freight market risk is a core element of the Group’s business model. The Group contracts cargoes and charters vessels on both period and voyage basis across global markets. Differences between cargo commitments and chartered tonnage may create net exposure to movements in freight rates across vessel segments, geographical regions and time horizons. The Group manages its freight exposure on a portfolio basis, while individual vessel and trade positions are reviewed and evaluated on an ongoing basis within the overall portfolio context. Market exposure is measured and monitored using quantitative risk metrics, including Value at Risk (VaR), and is managed within established limits. Freight Forward Agreements (FFAs) are used both to hedge existing exposures and to adjust market exposure within approved mandates. Bunker Risk Fuel costs constitute a significant component of voyage expenses. Exposure arises when changes in fuel prices are not fully reflected in the freight rates agreed with customers. Unlike freight exposure, the Group does not seek to take positions in the bunker or oil markets. Bunker price risk is managed with the objective of reducing earnings volatility. The Group uses fuel oil swaps and similar instruments to hedge exposure. Geopolitical and Regulatory Risk The Group operates globally and is exposed to geopolitical developments, including changes in trade flows, sanctions regimes, regulatory requirements and regional instability. Such developments may affect freight levels, counterparty performance and operational execution. The Group seeks to mitigate concentration risk through diversification across cargo types, trade routes and counterparties, and through regular review of regulatory developments in relevant jurisdictions. Credit and Counterparty Risk The Group is exposed to counterparty risk in connection with both cargo contracts and chartering arrangements where vessels are chartered out to third parties. Counterparties are subject to internal approval procedures based on external credit information and internal assessments and are monitored on a regular basis. Credit exposure arises primarily from freight receivables and hire payments. For voyage contracts, freight is generally payable at or prior to commencement of the voyage. In the event of non-payment, the Group will normally have a lien on the cargo. For vessels chartered out on period or trip charters, hire is typically payable in advance in accordance with charter party terms. Credit exposure is therefore generally limited to outstanding freight, hire receivables and disputed amounts such as demurrage or other post-voyage or performance-related adjustments. Liquidity Risk Liquidity risk arises from working capital requirements, timing differences between cash inflows and out flows, financing covenants and margin requirements related to derivative positions. The Group regularly monitors cash reserves, available credit facilities and covenant compliance to ensure sufficient liquidity to meet operational and financial commitments, including potential margin requirements during periods of market volatility. Currency and Interest Rate Risk The Group’s functional currency is USD. However, certain administrative and operating expenses are incurred in other currencies, giving rise to foreign exchange exposure. Currency risk is measured using sensitivity analysis and managed in accordance with the Group’s hedging policy. The Group may use forward contracts or similar instruments to reduce exposure to significant non-USD cost bases. The Group is exposed to floating interest rates on its financing facilities. Interest rate risk is monitored as part of the Group’s overall financial risk management framework and is currently not hedged. NOTE 3 // REVENUES The geographical distribution of revenues has been based on the customer’s (charterer’s) location. The Company exercised purchase options on two period vessels with a subsequent sale in the second hand market in Q2 2025. Total purchase price USD 55.5 million and sale price USD 52.4 million, realising a net profit of USD 3.1 million. In 2024 the Company exercised a purchase option on a period vessel with a subsequent sale in Q3 2024, with a total purchase price of USD 26.5 million and sale price at USD 31.2 million, realising a net profit of USD 4.7 million. USD MILLION 2025 2024 By business area Chartering and operation 1 039 1 270 Total 1 039 1 270 Geographical distribution Singapore 160 211 United States 121 108 Switzerland 86 154 Japan 69 44 United Arab Emirates 65 94 United Kingdom 60 50 Australia 47 25 India 39 53 Hong Kong 36 63 Chile 25 11 Germany 23 30 Spain 22 32 Norway 22 30 France 20 10 Panama 14 18 Denmark 12 26 Korea, Republic 12 54 Netherlands 12 24 Canada 12 17 Saudi Arabia 12 14 Other 170 202 Total 1 039 1 270 WESTERN BULK ANNUAL REPORT 2025 // 30 Go to index
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NOTE 4 // ADMINISTRATIVE EXPENSES USD 1 000 2025 2024 Salaries (incl. bonuses) 13 137 15 450 Employer's part of social security 1 044 1 232 Pension expenses, contribution plans 647 724 Pension expenses, benefit plans 48 21 Other benefits 1 276 1 667 Total salaries and social expenses 16 151 19 093 Other administrative expenses 5 924 7 506 Total 22 075 26 599 Average number of work years 92 109 A bonus scheme has been established for the employees, based on financial results and other criteria. Remuneration to the Board of Directors and CEO Board remuneration is paid to the independent members of The Board of Directors only. Total remuneration relating to the financial year 2024 amounted to USD 76,076 and was paid in 2025. Principles for determination of compensation for executive management The focus of the Group is to hire qualified managers and to pay according to the market. Salary and remuneration of the CEO is determined by the Board of Directors, and payment to other employees is determined by the CEO. The CFO is defined as the other member of the executive management. The executive management, including the CEO principally have four payment components: 1. Fixed salary 2. Pension scheme 3. Bonus payments (cash) based on financial results 4. Other benefits Fixed salary and pension scheme for the executive management, including the CEO, are on commercial terms and conditions. The executive management, including the CEO, also have a bonus incentive scheme after which they receive a bonus payment in cash on the basis of the Group’s financial results before bonus- and tax payments for the previous financial year. The members of the executive management have ordinary benefits in kind such as free use of phone, newspaper subscriptions, ordinary pension contributions, life insurance and health insurance. As a guideline, the Group shall not agree to severance pay for members of executive management unless required under applicable law or required for the Group to secure the necessary expertise and takes place in accordance with the fundamental principle for the Group’s salary policy for management as stated above. Remuneration to the CEO USD 1 000 TORBJØRN GJERVIK 2025 TOTAL 2025 HANS AASNÆS 2024 ØRJAN SVANEVIK 2024 TORBJØRN GJERVIK 2024 TOTAL 2024 Salary 426 426 639 244 154 1 037 Bonus paid 41 41 - - - - Other remuneration 5 5 3 2 1 6 Total remuneration 472 472 642 246 155 1 043 Pension premium / cost 10 10 6 4 3 14 CEO Torbjørn Gjervik is entitled to 12 months’ severance pay if he is released from his position by the Board. Auditor fees Fees to the auditor consist of the following services: USD 1 000 2025 2024 Statutory audit 140 161 Tax advice 26 24 Other services outside the audit scope 5 10 Total 171 196 WESTERN BULK ANNUAL REPORT 2025 Go to index // 31
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Pensions The Group has several pension schemes for the employees. The pension schemes satisfy the respective statutory pension schemes in the countries where Western Bulk is located and cover a total of 79 employees. The Group may at any time make alterations to the terms and conditions of the pension schemes and undertake that they will inform the employees of any such changes. Defined contribution plans In the defined contribution plan, the Group pays an agreed annual contribution to the employee’s pension plan. The future pension will be determined by the amount of the contributions and the return on the pension savings. Any risk related to the future pension is borne by the employee. The pension cost related to defined contribution plans will be equal to the contributions to the employee’s pension savings in the reporting period. The retirement age is 67 years. Defined contribution plan - salary above 12G For this defined contribution plan, an annual amount is transferred to a secured fund with a security deposit. Contribution to the mutual fund is a pledged asset for the company, as well as a corresponding gross pension obligation to a member of the executive management. The mutual fund is pledged for the benefit of the member of the executive management. In addition to the annual contribution, the company accrues for social security cost relating to the contribution and value development of the mutual funds. Defined benefit plan The defined benefit plan is an employee’s end of service benefit. The entitlement to these benefits is usually based upon the employees’ salary and length of service, subject to the completion of a minimum service year. The expected costs of these benefits are accrued over the year of employment. Pension cost recognised in income statement: USD 1 000 2025 2024 Defined contribution plans - expense 647 799 Defined benefit plan - expense 48 -54 Total 695 745 USD 1 000 2025 2024 Net defined benefit obligation (asset) 122 118 Unpaid contributions 23 -11 Payroll tax 54 154 Obligation in financial statement 198 261 Net pension obligation in the balance sheet Pension obligations Pension obligations in the balance sheet consist of net defined benefit obligations, unpaid contributions under the defined contribution plans and social security cost relating to net defined contribution plan for employees with salaries exceeding 12G. WESTERN BULK ANNUAL REPORT 2025 Go to index // 32
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/ / Head of Business Improvement Torkjel Hurtig and Chief Digital Officer Edward Grandstaff. WESTERN BULK ANNUAL REPORT 2025 Go to index // 33
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NOTE 5 // FIXED- AND INTANGIBLE ASSETS USD 1 000 GRABS INTANGIBLE OTHER TOTAL Acquisition cost as of 01.01.2025 132 804 2 224 3 160 Additions during the year 74 74 Writedown -137 -137 Disposals during the year - Acquisition cost as of 31.12.2025 132 804 2 161 3 097 Accumulated depreciation as of 01.01.2025 132 685 1 879 2 696 Depreciation for the year 30 157 186 Writedown -135 -135 Disposals - Accumulated depreciation as of 31.12.2025 132 715 1 901 2 747 Book value as of 31.12.2025 - 89 261 350 Economic life time 5 year 5 year 5 year Other fixed assets is mainly related to office equipment. NOTE 6 // INVESTMENT IN ASSOCIATED COMPANIES Western Bulk Chartering AS holds an ownership interest of 2/9 (22.2%) in MW & Partners 1 AS. The company was established in 2025 and has its registered office in Oslo, Norway. The investment is accounted for using the equity method. As of 31.12.2025 the carrying amount of the investment amounts to USD 2.7 million. For the financial year 2025, the Group has recognised its share of the result from the associated company amounting to USD -0.05 million, which is included in the income statement under share of profit / (loss) from associated companies. USD 1 000 NAME OF COMPANY REGISTERED OFFICE OWNERSHIP / VOTING SHARE CARRYING AMOUNT 01.01 ADDITIONS/ DISPOSALS SHARE OF PROFIT/ (LOSS) SHARE OF DIVIDEND CARRYING AMOUNT 31.12 MW & Partners 1 AS Oslo, Norway 22.2% - 2 739 -45 - 2 694 WESTERN BULK ANNUAL REPORT 2025 // 34 Go to index
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NOTE 7 // TAX USD 1 000 2025 2024 The tax expense for the year consists of: Taxes payable 23 1 005 Tonnage tax 467 613 Correction for previous years tax provisions -5 - Changes in deferred tax 88 -683 Total tax expense / (income) 572 935 Deferred tax relates to the following temporary differences: Fixed assets -34 -27 Pensions -435 -1 247 Accruals and provisions - -2 842 Gain / (loss) account for deferral 189 210 Interest deductions / tax losses carried forward -1 402 -1 245 Finance loss carried forward -3 797 - Total temporary differences -5 479 -5 151 Deferred tax liability / (asset), net -1 226 -1 149 Deferred tax asset not recognised in the balance sheet 321 274 Net deferred tax liability / (asset) recognised in the balance sheet -905 -875 Deferred tax (asset), gross -908 -932 Deferred tax liability, gross 3 57 Analysis of the effective tax rate of the Group The parent company Western Bulk Chartering AS is resident in Norway, where the corporate tax rate is 22%, while other parts of the Group are taxed in other jurisdictions. This analysis explains the main reasons for the effective tax rate of the Group differing from 22%. USD 1 000 2025 2024 Profit before tax 5 947 -1 813 Total tax expense / (income) 572 935 Effective tax rate 10% -52% Calculated tax expense at 22% tax rate 1 308 -399 Non-deductible expenses: Other non deductable costs -3 10 Non-taxable income: Difference in pre-tax profit / (loss) between functional currency and NOK, and taxable income within tonnage tax system and other tax regimes -1 194 1 150 Tax not related to result: Tonnage tax 467 613 Other tax effects: Utilisation of tax loss carried forward - -439 Correction for previous years tax provisions -5 - Total tax expense / (income) 572 935 Deferred tax liability is related to the tonnage tax system and can not be off-set with the deferred tax asset from ordinary taxation. WESTERN BULK ANNUAL REPORT 2025 Go to index // 35
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USD MILLION BOOK VALUE Cleared FFA/ Bunker hedge contracts maturing in 2026 -0.5 Cleared FFA/ Bunker hedge contracts maturing in 2027 0.3 Total -0.2 NOTE 10 // PREPAID INCOME/COST Prepaid income / cost is related to cleared FFA / Bunker hedge contracts. Prepaid income amounts to USD 0.2 million as of 31.12.2025. NOTE 8 // CONTINGENCIES AND PROVISIONS Provisions for disputes Due to the nature of its business, the Group is involved in several disputes, including lawsuits, both as defendant and plaintiff. Based upon the Group’s own views as well as opinions received from lawyers, provisions based on best estimate have been made in respect of the Group’s total exposure. The actual outcomes of these disputes are unknown, and it could take several years before the disputes and claims are finally settled. Consequently, there are uncertainties related to the estimates for provisions, which, depending on the outcome of each case, could prove to be insufficient to cover potential liabilities. Due to ongoing disputes, the Group chooses not to disclose details of accruals. The total amount provided for where the Group is defendant is USD 6.6 million as of 31.12.2025 compared to USD 5.7 million as of 31.12.2024. Impairment provisions No provision has been made in relation to redelivery of bunkers and potential future liabilities and no provision for future losses has been made as the Group’s overall forward book of contracts has a positive value as of 31.12.2025. NOTE 9 // INTEREST-BEARING DEBT Overdraft facility The Group has entered into an overdraft facility in the amount of USD 25 million. As per 31.12.25, the facility was undrawn. Bunker facility The Group has entered into an uncommitted USD 10 million frame agreement for up to 90 days extended payment on bunker invoices. As per 31.12.2025 the facility was undrawn. Shareholder loan No shareholder loan was outstanding as per 31.12.2025. Financial covenants The overdraft facility includes financial covenants requiring that the Group shall ensure: - a consolidated cash balance at all times of no less than USD 10 million - consolidated book equity of no less than USD 40 million - loan to value of outstanding account receivables shall be less than 50% The Group was in compliance with all of its applicable financial covenants as of 31.12.2025. Security and pledges provided The Group has provided pledges of accounts receivables and collection accounts as security for the overdraft facility. The Group has provided a pledge of a security account of USD 0.5 million as security for the bunker purchase facility. NOTE 11 // BANK DEPOSITS As of 31.12.2025, USD 4.7 million of the restricted deposits was tied to deposits in favor of clearing houses. USD 0.6 million was pledged in favor of DNB Bank ASA as security for the bunker facility and USD 0.1 million was posted as security for FX hedges. USD 1 000 2025 2024 Unrestricted bank deposits 29 807 28 421 Restricted bank deposits 5 361 5 741 Total bank deposits 35 168 34 162 WESTERN BULK ANNUAL REPORT 2025 // 36 Go to index
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NOTE 12 // EQUITY, NUMBER OF SHARES AND SHAREHOLDERS USD 1 000 SHARE CAPITAL SHARE PREMIUM OTHER PAID- IN CAPITAL RETAINED EARNINGS TOTAL Equity as of 01.01.2025 205 12 267 - 37 264 49 736 Dividend -4 300 -4 300 Profit / (loss) for the year - 5 375 5 375 Equity as of 31.12.2025 205 12 267 - 38 338 50 810 Share capital Nominal value per share NOK 0.05 Registered share capital 31.12.2025 NOK 1 680 986 Registered share capital 31.12.2025, in USD USD 205 080 Total number of shares issued as of 31.12.2025 33 619 715 LARGEST SHAREHOLDERS # OF SHARES OWNERSHIP % Kistefos Group 23 093 152 68.7% Sayonara AS (former Ojada AS) 2 776 792 8.3% Citibank N.A. 1 348 441 4.0% Øra Industrier AS 640 000 1.9% Euroclear Bank S.A./N.V. 461 974 1.4% Other (900 other shareholders) 5 299 356 15.8% 33 619 715 100% Shareholdings by CEO and Board of Directors CEO, Torbjørn Gjervik 133 026 0.4% Chairman of the Board, Bengt A. Rem (through Borken AS) 66 666 0.2% Board member, Kristian Huseby 10 000 0.0% 209 692 0.6% / / Chartering Trainee Maximilian Dethloff and Chartering Manuela Rieger. WESTERN BULK ANNUAL REPORT 2025 Go to index // 37
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USD MILLION MARKET VALUE Bunker hedges (swaps and options) maturing in 2026 -1.5 Bunker hedges (swaps and options) maturing in 2027 -0.2 Total -1.7 USD MILLION MARKET VALUE FFA (forward freight agreements incl. options) maturing in 2026 2.0 FFA (forward freight agreements incl. options) maturing in 2027 -0.1 Total 1.9 FX-hedge for G & A expenses As of 31.12.2025 the Group has hedged its NOK G&A requirements until April 2027 with forward currency contracts. The fair value of these derivatives as of 31.12.2025 amounted to USD 0.1 million. NOTE 16 // SHARES IN SUBSIDIARIES NOTE 13 // OTHER PAYABLE The decrease in other payable is mainly due to decrease in voyage related liabilities and reversal of provision made for future losses. NOTE 14 // RELATED PARTIES Reference is made to the annual report 2024, note 13 for information about transactions with related parties in 2024. As of the date of this Annual Report, the main shareholder is Kistefos AS, controlling about 69% of the shares of the Issuer through its wholly owned subsidiary Kistefos Equity Holdings AS. The second largest shareholder, Sayonara AS (former Ojada AS), holds about 8% of the shares. During 2025, the Group has had the following transactions with the Kistefos group and Sayonara AS: Kistefos AS Kistefos AS has provided a Parent Company Guarantee for one of the Group’s long term COAs. Kistefos AS receives a guarantee fee in return. As of 31.12.2025, the total outstanding payable amount to Kistefos AS was USD 0.1 million. (2024: USD 0.4 million). Sayonara AS There were no related party transactions with Sayonara AS during 2025 (2024: nil). NOTE 15 // FINANCIAL INSTRUMENTS Bunkers instruments The Group hedges its bunkers exposure related to freight contracts. The mark-to-market value of the hedging contracts as of 31.12.2025 amounted to USD -1.7 million. Freight instruments As of 31.12.2025 the Group had entered into FFA contracts (forward freight agreements) and freight options for the period 2026-2027. The mark-to-market value of the hedging contracts as of 31.12.2025 amounted to USD 1.9 million. WESTERN BULK CHARTERING AS HAS THE FOLLOWING DIRECT OWNERSHIP IN SUBSIDIARIES AS OF 31.12.2025 OWNERSHIP/ VOTING SHARE BUSINESS OFFICE Western Bulk Management AS 100% Oslo Western Bulk Carriers AS 100% Oslo Western Bulk Pte Ltd 100% Singapore Western Bulk Carriers (Seattle) Inc. 100% Seattle Western Bulk Carriers (Sweden) AB 100% Järna Western Bulk (Chile) Ltda 100% Santiago Western Bulk (Denmark) ApS 100% Copenhagen Western Bulk Commerce AS 100% Oslo NOTE 17 // ESTIMATES Due to the fact that a number of voyage related expenses are received well after a voyage has been completed, expenses are estimated until final invoices are received. As the accounts are based on a number of estimates, the 2025 profit and loss statement has been positively impacted by USD 5.7 million due to the difference between estimated and actual expenses and provisions related to prior period voyages. The 2024 profit and loss statement had a positive adjustment of USD 9.9 million for prior period voyages. WESTERN BULK ANNUAL REPORT 2025 // 38 Go to index
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NOTE 19 // SUBSEQUENT EVENTS There are no material events subsequent to the balance sheet date of 31.12.2025. Since late February 2026, a major military conflict has escalated following coordinated strikes by the United States and Israel against targets in Iran, triggering broader regional retaliation and heightened tensions across the Middle East. The situation has contributed to increased volatility in energy and bunker markets, including significant short-term fluctuations in bunker prices and some regional uncertainty regarding availability. In addition, heightened security risks have created operational challenges for vessels transiting the Strait of Hormuz, including delays, increased insurance costs and elevated risk assessments for certain voyages. Western Bulk is closely monitoring developments and evaluating potential implications for global trade, maritime security and fuel markets. The Company has implemented additional operational vigilance, including closer coordination between chartering and operations, selective use of bunker adjustment mechanisms, careful monitoring of bunker exposure and prudent trading decisions in affected regions. At the time of finalising this report, the conflict has not had material negative effects on Western Bulk’s operations or financial position. This may change depending on how the situation develops. We continue to track developments and remain prepared to respond as necessary to safeguard our people, customers and business continuity. < 30 DAYS 1-3 MONTHS > 3 MONTHS TOTAL Nominal Hire Receivable (USD 1 000) 9 208 2 948 - 12 156 Vessel Days 584 192 - 776 Average Rate USD / Day 15 779 15 355 - 15 674 HIRE TYPE OPEN VESSEL DAYS NOMINATED HIRE AVG RATE (USD/D) Fixed 4 271 62 058 14 530 Floating (estimated) 2 878 42 358 14 718 Total 7 149 104 416 14 606 NOTE 18 // LEASING AND OTHER COMMITMENTS TC Contracts - Group as lessee Vessels chartered in on time charter for a period represents a commitment to pay hire. The minimal nominal hire payable represents a lease commitment of USD 62.08 million exclusive of optional periods. For vessels chartered in on floating rates, an estimate has been applied for the hire commitment, for a total of USD 42.36 million. Charter coverage: For 2025 approximately 9 vessels out of a fleet of 25 vessels have employment with existing cargo contracts or have been relet on timecharter. TC contracts - Group as a lessor A total of 24 vessels are chartered out on TC-contracts as per year end 2025, where of 10 contracts are lasting between 30 and 90 days after 31.12.2025. These non-cancellable leases have terms of renewal but no purchase options or escalation clauses. Future minimum rentals receivable under non-cancellable operating leases are as follows: Leasing of offices The Group leases office premises in Oslo (Norway), Santiago (Chile), Seattle (USA), Singapore and Dubai (United Arab Emirates). Total annual lease commitments amount to approximately USD 1.7 million. The lease contracts expire in the period of November 2026 to August 2028. WESTERN BULK ANNUAL REPORT 2025 // 39 Go to index
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/ / Chartering Manager North Atlantic Umut Tasal, Chartering Manuela Rieger and Chartering Manager North Atlantic Arild Bunes. WESTERN BULK ANNUAL REPORT 2025 Go to index // 40
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Parent Company Financials PARENT COMPANY // PROFIT AND LOSS STATEMENT USD NOTE 2025 2024 Other operating revenue -411 220 -128 829 Administrative expenses 2,3,4 -1 626 623 -1 583 119 Operating profit/ (loss) -2 037 843 -1 711 948 Net interest income 863 350 993 030 Net interest expense -474 491 -934 566 Gain / (loss) on foreign exchange 310 322 -103 057 Writedown / Reversal writedown financial assets 5 - -9 000 000 Gain/(loss) disposal of shares -18 265 29 256 Provision for financial future loss 6 2 841 890 -2 841 890 Group Contribution -35 811 1 990 487 Result Positional FFA 2 858 563 2 800 360 Result Positional Bunker Hedge -214 858 Other financial items -501 871 -444 971 Net finance 5 628 829 -7 511 351 Profit / (loss) before tax 3 590 985 -9 223 299 Tax income / (expense) 7 -632 105 377 688 Profit / (loss) for the year 2 958 880 -8 845 611 / / Head of Business Improvement Torkjel Hurtig, Chief Digital Officer Edward Grandstaff, Developer Anusha Dk and Head of Engineering Ranjith Venkatarajanahalli. WESTERN BULK ANNUAL REPORT 2025 Go to index // 41
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PARENT COMPANY // BALANCE SHEET USD NOTE 2025 2024 ASSETS Non current assets Deferred tax asset 7 72 160 625 216 Investment in subsidiaries 5 30 341 933 30 337 198 Investment in associates 8 2 739 118 Total non current assets 33 153 211 30 962 414 Current assets Receivables from group companies 4 3 530 726 9 277 347 Other receivables 583 590 516 572 Receivable derivatives - 3 453 011 Bank deposits 9 31 701 411 28 820 382 Total current assets 35 815 727 42 067 312 TOTAL ASSETS 68 968 938 73 029 726 SHAREHOLDERS` EQUITY AND LIABILITIES Equity Paid-in capital Share capital 10, 11 205 080 205 080 Share premium 12 267 311 12 267 311 Total paid-in capital 12 472 391 12 472 391 Retained earnings Other equity 22 790 955 24 132 075 Total retained earnings 22 790 955 24 132 075 TOTAL SHAREHOLDERS’ EQUITY 10 35 263 346 36 604 466 USD NOTE 2025 2024 LIABILITIES Long term liabilities Total long term liabilities - - Short term liabilities Accounts payable 6 854 896 Provision dividend 4 300 000 - Taxes payable 7 - 211 453 Liabilities to parent company 4 120 000 360 000 Liabilities to group companies 4 29 019 997 32 961 021 Payable derivatives 208 742 - Other current liabilities 6 50 000 2 891 890 Total short term liabilities 33 705 593 36 425 260 TOTAL LIABILITIES 33 705 593 36 425 260 TOTAL SHAREHOLDERS` EQUITY AND LIABILITIES 68 968 938 73 029 726 OSLO, 11. MARCH 2026 ESPEN ÅBØ BOARD MEMBER BETINA NYGAARD BOARD MEMBER ULRIKA LAURIN BOARD MEMBER BENGT A. REM CHAIRMAN OF THE BOARD KRISTIAN HUSEBY BOARD MEMBER TORBJØRN GJERVIK CEO WESTERN BULK ANNUAL REPORT 2025 Go to index // 42
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PARENT COMPANY // CASH FLOW STATEMENT USD 2025 2024 CASH FLOW FROM OPERATIONS Profit / (loss) before tax 3 590 985 -9 223 300 Taxes paid -241 384 - Writedown / reversal of writedown investment in subsidiaries 9 000 000 Changes in current receivables and current liabilities 469 684 -2 307 223 Net cash flow from / (to) operating activities 3 819 285 -2 530 523 CASH FLOW FROM INVESTMENTS Investments in associates -2 739 118 - Investments in subsidiaries -4 735 Net cash flow from investments -2 743 853 - CASH FLOW FROM FINANCING ACTIVITIES Change in intra-group balances 1 805 597 11 899 494 Net cash flow from financing activities 1 805 597 11 899 494 Net change in liquidity during the year 2 881 029 9 368 970 Liquid assets as of 1.1. 28 820 382 19 451 412 Liquid assets as of 31.12 31 701 411 28 820 382 Restricted bank deposits as of 31.12. 5 244 478 5 102 967 Available liquid assets as of 31.12 26 456 933 23 717 415 / / Chartering Manager South Atlantic Kristoffer Skagen, Operations Manager Jeppe Christian Haug and Head of Legal Danielle Pereira. WESTERN BULK ANNUAL REPORT 2025 Go to index // 43
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Notes to the Accounts NOTE 1 // ACCOUNTING PRINCIPLES The accounts have been prepared in accordance with the Accounting Act of 1998 and generally accepted accounting principles in Norway. The main accounting principles are described below. Unless otherwise stated, all figures specified in the notes are quoted in US dollars (USD). The annual accounts have been prepared on a going concern basis. Reporting currency and functional currency The company accounts are reported in USD and the functional currency is also USD. Foreign currency Monetary items, receivables and liabilities in the balance sheet denominated in other than USD are recorded at the year-end exchange rates. Profit and loss items in foreign currency are recorded at exchange rates prevailing at the time of the transaction. Both realised and unrealised gains and losses are included under financial items in the profit and loss statement. The following exchange rate has been used as at 31.12.2025: USD / NOK 10.0791 Classification of assets and liabilities Current assets and current liabilities include items that fall due within one year as well as items associated with the business flows. Other items are defined as fixed assets / long term liabilities. Revenue recognition Interest income and other revenues are accounted for when earned. Dividends and group contributions are recognised when received or when provided for, provided that the Western Bulk Chartering Group has a controlling interest. Dividends classified as repayment of paid-in capital are recognised in the balance sheet and reduce the carrying amount of the investment in the relevant subsidiary. Investments in subsidiaries and associated companies Subsidiaries and investments in associates are accounted for using the cost method in the company financial statements. Investments are initially recognised at the cost of acquiring the shares, provided that no impairment is required. An impairment loss is recognised if the decline in value is not considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed when the reasons for the initial impairment no longer exist. Taxes The tax expense in the income statement comprises both current tax payable for the period and changes in deferred tax. Changes in deferred tax reflect variations in future tax liabilities and assets arising from temporary differences between accounting and tax values. Deferred tax represents tax relating to accumulated profits that is payable in subsequent periods. Deferred tax liabilities and deferred tax assets are calculated on net temporary differences between the accounting and tax bases of assets and liabilities that are expected to reverse within a reasonable period, together with deferred tax assets relating to tax losses carried forward. Deferred tax liabilities and deferred tax assets within the same tax system are recorded on a net basis. Deferred tax asset is recorded only if the future utilisation is probable. Financial instruments and hedge accounting Western Bulk Chartering and its subsidiaries (the ”Group”) has a defined hedging strategy. Reference is made to Notes in the Group accounts for information about financial instruments and hedge accounting. Cash flow statements The cash flow statements are based on the indirect method. Restricted bank deposits are recorded as cash equivalents. Shares are considered to have a high price risk and are not classified as cash equivalents. Changes in accounting principles There are no material changes in the accounting principles for the periods presented. NOTE 2 // ADMINISTRATIVE EXPENSES The Company has no employees. All employees in the Norwegian activity of the Western Bulk Chartering Group are employed by the management company Western Bulk Management AS. Consequently Western Bulk Chartering AS is not obliged to have mandatory occupational pension scheme according to the Act relating mandatory occupational pensions. Western Bulk Management AS performs management services for Western Bulk Chartering AS. NOTE 3 // REMUNERATION TO THE AUDITOR AND MEMBERS OF THE BOARD OF DIRECTORS The audit fee to RSM Norge AS for the audit of the Annual accounts was USD 42 300. An additional USD 6 700 has been expensed regarding tax related services and USD 1 300 for other consulting services provided. Board remuneration is paid to the independent members of The Board of Directors only. Total remuneration relating to the financial year 2024 amounted to USD 76 076 and was paid in 2025. WESTERN BULK ANNUAL REPORT 2025 // 44 Go to index
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NOTE 4 // INTRA-GROUP BALANCES AND TRANSACTIONS WITH RELATED PARTIES At the end of the year, the Company had the following amounts outstanding from / (to) group companies: COMPANY 2025 2024 Western Bulk Carriers AS -10 065 996 -23 945 330 Western Bulk Pte Ltd -5 748 854 5 177 565 Western Bulk Commerce AS -2 818 946 Western Bulk Management AS -6 688 346 -4 793 977 Western Bulk Denmark Aps 5 647 Western Bulk Carriers (Sweden) AB -172 778 -121 931 Net receivables / (liabilities) from group companies -25 489 271 -23 683 674 During 2025, the Company has had the following transactions with the Kistefos Group and Sayonara AS: Kistefos AS Kistefos AS has provided a parent company guarantee for one of the Group’s long term COAs. Kistefos AS will receive a guarantee fee in return. As of 31.12.2025, the total outstanding payable amount to Kistefos AS was USD 120 000. Sayonara AS There were no related party transactions with Sayonara AS during 2025. Western Bulk Chartering AS is trading derivatives for hedging purpose on behalf of Western Bulk Pte Ltd and Western Bulk Carriers AS. These derivatives require daily margin calls and settlement, and a master agreement allows Western Bulk Chartering AS to forward the margin calls to Western bulk Pte Ltd and Western Bulk Carriers AS. Western Bulk Chartering AS and subsidiaries entered into a cash pool structure where Western Bulk Chartering AS is the Group Account Holder. As of 31.12.2025, the Company had a net debt due to the subsidiaries of USD 28 884 189 ( USD 24 935 478 as of 31.12.2024). Western Bulk Chartering AS is VAT-registered together with the following companies: - Western Bulk Management AS - Western Bulk Carriers AS - Western Bulk Commerce AS All companies are jointly and severally liable for any debt towards the public authorities. The Company has transactions with related companies and all transactions have been carried out as part of the ordinary operations and at arms-length prices. Western Bulk Chartering AS enters into FFA contracts (forward freight agreements), freight options and bunker hedges on behalf of its subsidiaries and receive a commission based on the related contracts. The total commission for 2025 amounted to USD 1 063 999. The intercompany balances related to these transactions are shown in the table above. See Note 15 in the consolidated group accounts for an overview of the financial instruments. Other significant transactions are as follows: Management fee for 2025 paid to Western Bulk Management AS amounting to USD 1 324 213. NOTE 5 // SHARES IN SUBSIDIARIES WESTERN BULK CHARTERING AS HAS THE FOLLOWING DIRECT OWNERSHIP AS OF 31.12.2025 BUSINESS OFFICE OWNERSHIP/ VOTING SHARE BOOK VALUE (USD) Western Bulk Management AS Oslo, Norway 100% 6 044 737 Western Bulk Carriers AS Oslo, Norway 100% 16 614 472 Western Bulk Pte Ltd Singapore 100% 7 400 001 Western Bulk Commerce AS Oslo, Norway 100% 4 735 Western Bulk (Chile) Ltda 1) Santiago, Chile 100% 51 Western Bulk Carriers (Seattle) Inc Seattle, USA 100% 266 496 Western Bulk Carriers (Sweden) AB Järna, Sweden 100% 5 930 Western Bulk (Denmark) ApS Copenhagen, Denmark 100% 5 510 Investments in subsidiaries 30 341 933 1) 99.9% is owned by the subsidiary Western Bulk Pte Ltd. NOTE 6 // CONTINGENCIES AND PROVISION No provision for future loss has been made as the Company’s forward book of contracts has a positive value as per 31.12.2025. Reference is made to note 8 in the consolidated group accounts. WESTERN BULK ANNUAL REPORT 2025 Go to index // 45
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NOTE 7 // TAX USD 2025 2024 The tax expense for the year consists of: Taxes payable - 247 528 Correction of tax payable from prior period 10 - Changes in deferred tax 632 096 -625 216 Total tax expense / (income) 632 105 -377 688 Taxes Profit / (loss) before tax 3 590 985 -9 223 300 Writedown / (reversal of writedown) financial assets - 9 000 000 Change in temporary differences -3 201 177 2 841 879 Other non deductable costs 26 562 4 875 Utilisation of interest deductions/tax loss carried forward - -2 534 397 Group contribution 41 533 - Difference in pre-tax profit / (loss) between functional currency and NOK -785 904 1 036 071 Basis for tax payable -328 002 1 125 127 Tax payable 22% - 247 528 Deferred tax relates to the following temporary differences: Accruals and provisions - -2 841 879 Tax loss carried forward -328 002 - Interest deductions -1 401 934 -1 244 581 Total temporary differences -1 729 936 -4 086 460 Deferred tax asset not recognised in the balance sheet 308 425 273 808 Deferred tax liability / (asset) -72 160 -625 216 NOTE 9 // BANK DEPOSITS As at 31.12.2025 the restricted deposits were tied to deposits in favor of clearing houses. The Company had a net debt due to the subsidiaries of USD 28 884 189 as of 31.12.2025 (USD 24 935 478 as of 31.12.2024) included in the numbers above. NOTE 8 // INVESTMENT IN ASSOCIATES Western Bulk Chartering AS holds an ownership interest of 2/9 (22.2%) in MW & Partners 1 AS. The company was established in 2025, with registered office in Oslo, Norway. The investment is accounted for using the cost method and is recognised at cost less any impairment losses. As of 31.12.2025 the carrying amount of the investment amounts to USD 2 739 118. USD 2025 2024 Unrestricted bank deposits 26 456 933 23 717 414 Restricted bank deposits 5 244 478 5 102 967 Total bank deposits 31 701 411 28 820 382 NOTE 10 // EQUITY SHARE CAPITAL SHARE PREMIUM OTHER PAID- IN EQUITY OTHER EQUITY TOTAL Equity as of 31.12.2024 205 080 12 267 311 - 24 132 075 36 604 466 Dividend -4 300 000 -4 300 000 Profit / (loss) for the year - 2 958 880 2 958 880 Equity as of 31.12.2025 205 080 12 267 311 - 22 790 955 35 263 346 WESTERN BULK ANNUAL REPORT 2025 Go to index // 46
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NOTE 13 // FINANCIAL INSTRUMENTS The Company trades all currency-, freight- and bunker derivatives with external counterparts on behalf of the subsidiaries. See Note 15 in the consolidated group accounts for an overview of the market value as at 31.12.2025. NOTE 14 // GUARANTEES Bunker facility Western Bulk Carriers AS and Western Bulk Pte Ltd have entered into an uncommitted USD 10 million frame agreement for up to 90 days extended payment on bunker invoices. Western Bulk Chartering AS is a guarantor for the facility. As of 31.12.2025, the facility was undrawn. Western Bulk Chartering AS has provided some parent company guarantees for its subsidiaries’ performances under some of their commercial contracts. Western Bulk Chartering AS on behalf of the Group has entered into a frame agreement for guarantee purposes with Tryg Garanti AS of maximum NOK 35 million. A total of NOK 7.6 million in guarantees has been issued under the frame agreement as per 31.12.2025. NOTE 15 // SUBSEQUENT EVENTS There are no material events subsequent to the balance sheet date of 31.12.2025. Since late February 2026, a major military conflict has escalated following coordinated strikes by the United States and Israel against targets in Iran, triggering broader regional retaliation and heightened tensions across the Middle East. The situation has contributed to increased volatility in energy and bunker markets, including significant short-term fluctuations in bunker prices and some regional uncertainty regarding availability. In addition, heightened security risks have created operational challenges for vessels transiting the Strait of Hormuz, including delays, increased insurance costs and elevated risk assessments for certain voyages. Western Bulk is closely monitoring developments and evaluating potential implications for global trade, maritime security and fuel markets. The Company has implemented additional operational vigilance, including closer coordination between chartering and operations, selective use of bunker adjustment mechanisms, careful monitoring of bunker exposure and prudent trading decisions in affected regions. At the time of finalising this report, the conflict has not had material negative effects on Western Bulk’s operations or financial position. This may change depending on how the situation develops. We continue to track developments and remain prepared to respond as necessary to safeguard our people, customers and business continuity. NOTE 11 // SHARES AND SHAREHOLDERS Share capital Nominal value per share NOK 0.05 Registered share capital 31.12.2025 NOK 1 680 986 Registered share capital 31.12.2025, in USD USD 205 080 Total number of shares issued as of 31.12.2025 33 619 715 LARGEST SHAREHOLDERS # OF SHARES OWNERSHIP % Kistefos Group 23 093 152 68.7% Sayonara AS (former Ojada AS) 2 776 792 8.3% Citibank N.A. 1 348 441 4.0% Øra Industrier AS 640 000 1.9% Euroclear Bank S.A./N.V. 461 974 1.4% Other (900 other shareholders) 5 299 356 15.8% 33 619 715 100% Shareholdings by CEO and Board of Directors CEO, Torbjørn Gjervik 133 026 0.40% Chairman of the Board, Bengt A. Rem through Borken AS 66 666 0.20% Board member, Kristian Huseby 10 000 0.03% 209 692 0.6% NOTE 12 // INTEREST-BEARING DEBT Overdraft facility The Company has entered into an overdraft facility in the amount of USD 25 million. As per 31.12.2025, the facility was undrawn. Financial covenants The overdraft facility include financial covenants requiring that the Group shall ensure: - a consolidated cash balance at all times of no less than USD 10 million - consolidated book equity of no less than USD 40 million - loan to value of outstanding account receivables shall be less than 50% The Group was in compliance with all of its applicable financial covenants as of 31.12.2025. Security and pledges provided The subsidiaries Western Bulk Carriers AS and Western Bulk Pte Ltd have provided pledges of accounts receivables and collection accounts as security for the overdraft facility. The Company has provided a pledge of a security account of USD 0.5 million as security for a bunker purchase facility entered into bu subsidiaries Western Bulk Carriers AS and Western Bulk Pte Ltd. WESTERN BULK ANNUAL REPORT 2025 // 47 Go to index
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Auditor’s Report RSM Norge AS Ruseløkkveien 30, 0251 Oslo Pb 1312 Vika, 0112 Oslo Org.nr: 982 316 588 MVA T +47 23 11 42 00 F +47 23 11 42 01 www.rsmnorge.no RSM Norge AS (organisasjonsnr. 982316588), RSM Advokatfirma AS (organisasjonsnr. 914095573) og RSM Norge Kompetanse AS (organisasjonsnr. 925107492) er medlem av RSM-nettverket og driver under navnet RSM. RSM er forretningsnavnet som brukes av medlemmene i RSM-nettverket. RSM Advokatfirma AS og RSM Norge Kompetanse AS er selskaper tilknyttet RSM Norge AS. Hvert medlem i RSM-nettverket er et selvstendig revisjons- og rådgivningsfirma med uavhengig virksomhet. RSM-nettverket er ikke selv en egen juridisk person av noen form i noen jurisdiksjon. To the General Meeting of Western Bulk Chartering AS Independent Auditor’s Report Opinion We have audited the financial statements of Western Bulk Chartering AS showing a profit of USD 2 958 880 in the financial statements of the parent company and a profit of USD 5 375 000 in the financial statements of the group. The financial statements comprise: the financial statements of the parent company Western Bulk Chartering AS (the Company), which comprise the balance sheet as at 31 December 2025, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the consolidated financial statements of Western Bulk Chartering AS and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2025, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion the financial statements comply with applicable statutory requirements, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in theAuditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Auditor’s report 2025 Western Bulk Chartering AS 2 Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report is consistent with the financial statements and contains the information required by applicable statutory requirements. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. For further description of Auditor’s Responsibilities for the Audit of the Financial Statements reference is made to: https://revisorforeningen.no/revisjonsberetninger Oslo, 11 March 2026 RSM Norge AS Cecilie Tronstad State Authorised Public Accountant WESTERN BULK ANNUAL REPORT 2025 Go to index // 48