Mkb Nedsense N.v.EURONEXT: NEDSE

Jaarverslag (Annual report MKBN 2025)

Apr 29, 2026 at 6:56 AM UTC · Issued by Mkb Nedsense N.v.

Annual report 2025

Content

The profile of MKB Nedsense N.V. 5
Management Board report 6
Report of the Supervisory Board 8
Risk factors 9
1. Risk factors general 9
2. Risk appetite 10
3. Control and management systems 10
Corporate governance 12
1. Executive Board and Supervisory Board 12
2. Social aspects of business 12
3. Legal structure 12
4. Articles of association, appointment and dismissal of the Boards 12
5. Issue and acquisition of shares 13
6. Takeover directive 13
7. Corporate Governance Code 14
8. Corporate Governance Statement 16
9. Social aspects of business 16
Remuneration policy 15
1. Board of Directors 15
2. Supervisory Board 15
Personalia 15
1. Board of Directors 15
2. Supervisory Board 16
3. Retirement schedule 16
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Board statement 17

Dear shareholder,

We are pleased to present MKB Nedsense's Annual Report. This annual report covers MKB Nedsense's developments during the 2025 financial year.

In September 2025 MKB Nedsense announced the intended reverse listing of Treasury BV, as a result of which the company would be transformed into a so-called bitcoin treasury holding company.

Unfortunately the transaction was cancelled because the regulator did not approve the proposed business structure with a listed bitcoin treasury.

We are convinced that good opportunities will again arise for the company.

We will endeavour to grow further in 2026.

Peter Paul de Vries

MKB Nedsense N.V.

PO Box 26

1400 AA Bussum

Chamber of Commerce Number: 23092326 https://www.mkbnedsense.nl

Board of Directors

P.P.F. de Vries

Supervisory Board

G.P. Hettinga

‌The profile of MKB Nedsense
MKB Nedsense is a Bussum-based listed investment company.
The management report covers the 2025 financial year. MKB Nedsense reports as an investment entity and uses the consolidation exemption in accordance with IFRS-10.

As an investment company, MKB Nedsense is dedicated to investing in SMEs and supporting their growth ambitions. MKB Nedsense focuses on investing and participating in companies with a value of up to approximately €10 million. This will, in principle, be based on a lower limit of €1 million.

When assessing potential investments in a company, MKB Nedsense uses the following criteria:

the company has a strong position in its market or niche;
the company has an enterprise value in the range of €1-10 million;
the company operates in a growing market and/or has sufficient potential for growth and/or margin improvement;
the company has stable and/or growing cash flows;
the company has its main operations in the Benelux;
the company has a strong track record;
the company has strong management;
the company has the potential to pay dividends (over time);
the company operates a sound risk management system;
the company and its management are able to meet the obligations related to the listing of investor MKB Nedsense;
the enterprise is sustainable and diverse in nature;

Whether a company meets the above-described criteria is assessed by the management and-in its supervisory function-the Supervisory Board. This includes consideration of the sector in which the company operates.

Report

MKB Nedsense has been reporting as an 'investment entity' in accordance with the IFRS 10 'consolidation exemption' since 2017. This means that the results of the various majority interests are not consolidated. The investments and majority interests are valued and presented at fair value.

There is also an exit strategy for the investments. In the explanatory report, figures of the controlling interests are presented. The figures of the relevant entities have not been fully audited in the context of these financial statements.

Sources of funding

MKB Nedsense has various funding sources available to make investments, acquire companies or take stakes:

cash
use of cash flows of MKB Nedsense (interest, dividends and repayments
divestments
issue of shares
(whether or not) partial financing of the purchase price or investment
raising debt capital at the level of MKB Nedsense

Dividend policy

MKB Nedsense will consider paying a dividend if the results allow it to do so. This decision and the amount of any proposed dividend will depend, among other things, on the financial and operational results, cash flow, MKB Nedsense's balance sheet position, and whether the available funds should be used for repayment or investments.

‌Board report 2025 Development of MKB Nedsense
This report provides of the developments in 2025 including an overview of the 100% owned companies that are part of MKB Nedsense's portfolio: GNS Brinkman and Axess. At the end of 2025, these two companies employed around 40 employees on an FTE basis. The total turnover for 2025 of these two companies is €7.1 million (2024:
€8.0 million) with an operating profit (EBITDA) of
€0.6 million (2024: 0.8 million). In addition, MKB Nedsense owns smaller stakes in Almunda Professionals and TIB-TEC.
Reverse listing Treasury BV
On 3 September 2025, MKB Nedsense announced the intended reverse listing of Treasury BV, as a result of which the company would be transformed into a so-called bitcoin treasury holding company. The proposed transaction included:
- the sale of MKB Nedsense's investments (Axess, GNS Brinkman, Almunda and TIB-TEC) to Value8 for € 8.7 million
- a dividend payment of € 0.0435 per share
- the contribution of at least € 126 million in bitcoin, paid in shares
- a reverse share split and a name change to Treasury NV
- changes to the Board of Directors and the Supervisory Board
At the shareholder meeting on 23 October 2025, the proposed transaction was supported by more than 99.9% of the votes. On 22 December 2025, MKB Nedsense informed shareholders the process was delayed and certain conditions for the transaction had not been, or had not yet been, met. On 12 February 2026, MKB Nedsense informed shareholders that the transaction would not proceed because the AFM did not approve the business structure of Treasury BV. For more information, please refer to the section 'Events after the reporting period'.
GNS Brinkman: product innovation
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GNS Brinkman, based in Zaandam, is active in the development and production of burglar and fire-resistant solutions, such as roll-up grilles, roll-up doors and fire doors. GNS Brinkman also provides service, repair and maintenance (SRO) on these products.
GNS Brinkman was formed from a merger of the companies GNS and Brinkman. GNS was formed in 2007 from a merger between Gorter Branddeuren (1837), NRF (the Nederlandse Rolluiken Fabriek, 1967) and Slaets (1850). Brinkman was formed in 1920.
GNS Brinkman's main sales markets are non-residential construction, the industrial sector, supermarkets and other chain stores, particularly in the Randstad region and North Brabant. About 10% of turnover comes from exports to Belgium, Germany and Denmark. There are also modest exports to other European countries. The market is characterised by production and installation orders on a project basis. GNS Brinkman distinguishes itself from the competition through its innovative and customised solutions. In addition, GNS Brinkman focuses on increasing its presence in the SRO market to create a more stable revenue base.
In 2025, GNS Brinkman achieved a positive operating result (EBITDA) of €0.3 million on a turnover of €4.3 million. GNS Brinkman's key growth opportunities are: accelerating product innovations, expanding the SRO department, and active offering of fire safety consultancy.
Axess: growth opportunities due to the ageing population
Axess is an international manufacturer based in Zaandam, specialising in five types of lifts. The company outsources the installation of these lifts at customers' premises and also provides repairs, maintenance, and periodic checks for around 450 lifts that have been installed. Axess is a specialist in platform lifts, which, unlike conventional lifts, do not require a lift shaft, making them relatively easy and cheap to install. Axess installs lifts mainly in the market segments of education (schools and BSOs), healthcare (GPs and care homes), housing (apartment buildings and private homes) and retail (supermarkets and other shops).
Axess also offers professional lifts for the industry and responds to the ageing trend with various products. Besides residential lifts, Axess also offers so-called disabled lifts, designed to bridge small heights in locations where the construction of platforms or standard lifts is unnecessary or impossible. Axess generates part of its sales

abroad. For 2025, Axess posted turnover of €2.8 million and an operating profit of €0.3 million.
Almunda Professionals
MKB Nedsense acquired a minority stake in Almunda Professionals NV in July 2021. Almunda Professionals is a listed holding company focusing on deploying professionals for consultancy and support of companies and organisations in specific sectors. Almunda Professionals N.V. aims to achieve a combination of organic growth and acquisitions. Almunda Professionals has three activities:
- PIDZ, a platform for professionals in the healthcare sector
- Novisource, providing interim consultancy in the financial sector
- ICE and KwH People, offering interim consultancy in the utility sector
Almunda Professionals is listed on Euronext Amsterdam. The share price rose slightly in 2025.
TIB-TEC
In 2021, MKB Nedsense invested TIB-TEC, a Swiss-based hydrogen start-up commercialising a proprietary technology that enables the production and use of green hydrogen. During 2025, TIB-TEC did not achieve a listing on the Swiss stock exchange (BX Swiss stock exchange). The investment, €1.8 million, has been paid partly (one-third) in cash and partly (two-thirds) in new MKB Nedsense shares.
MKB Nedsense has certain guarantees from the company and major shareholders, among which are the unfolding of the initial transaction. In 2025 MKB Nedsense intensified its (legal) activities regarding TIB-TEC and the guarantee. In 2025 the valuation of the stake in TIB-TEC has been reduced with €800K reduced TIB-TEC's value to
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€100K per 31 December 2025. In 2026, we will continue working on the recovery of the investment.
Results 2025: small negative result MKB Nedsense achieved a net profit of -0.3 million in the 2025 financial year (2024: €0.1
million). The fair value of its investments in GNS and Axess increased in 2025. This was offset a loss on the investment in TIB-TEC, the decrease of the Almunda share price and (low) holding company costs.
MKB Nedsense's equity decreased from €9.3 million (2024) to € 9.0 million in 2025. MKB Nedsense's net asset value decreased from 9.3 on 31 December 2024 to 9.0 euro cents per share per 31 December 2025. Earnings per share for 2025 were -0.3 eurocents (2024: 0.00 euro).
No major transactions took place during the financial year. In the current situation, the Management Board and Supervisory Board propose to pass the 2025 dividend.
Outlook
Despite challenges related to the local Dutch construction market or slower economic development due to global trade tensions, we remain positive about the development of Axess and GNS Brinkman in 2026. Meanwhile, we will seek to maximise the value of our other investments (TIB-TEC and Almunda). MKB Nedsense will continue to actively seek good investment opportunities to create shareholder value, including transactions with possible external financing. For 2026, it's too early to make a quantified forward-looking statement.
Report of the Supervisory Board
During 2025, the Supervisory Board supervised the management conducted by the Board both in and outside meetings. The Management Board prepared and submitted to the Supervisory Board the Financial Statements for the 2025 financial year.
Focus areas for the Supervisory Board in the past financial year included the reverse listing proposal of Treasury BV, operational improvement of the existing activities, the implementation of the strategy, acquisition opportunities, audit, compliance with laws and regulations, as well as keeping cost levels low. The Supervisory Board discusses the long-term value-creating strategy and associated risks regularly. In addition, the special market conditions and the consequences of high inflation were discussed.
With respect to the investment strategy, attention was paid to, among other things, its implementation and feasibility, as well as the opportunities and risks for the company. In that context, investments and divestments were discussed, as well as the exit strategy and the financing structure. The further professionalisation of the organisation was also discussed, as well as the management appointment. Attention was also paid to filling the vacant auditor position.
The supervisory board was happy to enter into an engagement with GCP Auditors to audit the annual accounts of 2024 and more recently also for 2025. Their audit report can be found at the end of this annual report.
MKB Nedsense discussed the Corporate Governance Code in 2025. The company largely complied with the best practice provisions of the Corporate Governance Code. More information on this subject is provided in Chapter 6, 'Corporate Governance'.
The Supervisory Board met once in 2025 in the absence of the Management Board. This meeting included a discussion of the Executive Board's and the Board's own performance.
Supervisory Board,
G.P. Hettinga
‌Risk factors
The Executive Board and Supervisory Board of MKB Nedsense take their responsibilities for risk management and the risk management and control systems implemented within the organisation seriously.
MKB Nedsense attaches great importance to effective risk management and control, ensuring further development and optimisation.
The internal risk management and control systems are believed to provide a reasonable degree of certainty that the financial reporting does not contain any material misstatements and functioned properly during the year under review. There are no indications that these systems will not work properly in the current year.
Specifically, the following risks are identified for MKB Nedsense:
1. Risk factors in general Strategic risks
  The strategy adopted by MKB Nedsense is inextricably linked to risk-taking. The main risks are cyclical conditions, consumer spending and the labour market. Investing to create value growth for share holders is an essential part of MKB Nedsense's strategy. Adverse economic conditions may result in MKB Nedsense or its portfolio companies performing less than expected. MKB Nedsense will regularly review its portfolio for strategic risks. This involves testing activities against the return and growth criteria set for them and their impact on MKB Nedsense's risk profile. Spreading risk is not an end in itself. In addition, any downturn in the financial markets and any resurgence of the debt crisis may have repercussions on the economic climate in the Netherlands and abroad, which may affect MKB Nedsense's activities or limit its access to external capital.
  Operating risks
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  The results from the operations of the companies in which MKB Nedsense invests may be disappointing, partly due to increasing operating costs or other unforeseen circumstances. The operations of GNS Brinkman and Axess, for example, are partly dependent on the construction industry, the presence of technical staff and the necessary approvals to operate. The
  
  companies have relatively high fixed costs in the form of labour costs. Therefore, an unforeseen increase in the labour costs of one of the companies or participation, for example, as a result of new collective bargaining agreements or a drop in turnover, could have a negative effect on the results of the companies in which MKB Nedsense invests.
  Market value risk
  MKB Nedsense may also invest in listed companies. These investments are cautioned on the basis of fair value, which usually follows the share price. A fall in the share price may, therefore, negatively affect the value of these investments. If the value of these investments decreases, this will have a direct impact on the result and/or equity. There is a risk that investments will consequently not achieve the desired result.
  Risk associated with listing
  MKB Nedsense is listed on the official market of Euronext Amsterdam and therefore has to comply with the applicable laws and regulations. If these regulations change, this may result in additional costs for MKB Nedsense. The lack of PIE-auditors can also be identified as a risk.
  Organisational risk
  The organisation relies heavily on a few key people, including at least the director.
  Furthermore, business operations are partly carried out by individuals of major shareholder Value8.
  Acquisition risk
  In the process of an acquisition, MKB Nedsense makes hypotheses, assumptions and considerations regarding possible future events. Actual developments may differ significantly from these. Also, errors of judgment in the due diligence process and contract negotiations may lead to losses and/or reputational damage for MKB Nedsense.
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  MKB Nedsense tries to minimise this risk by conducting acquisitions as carefully as possible. Where necessary, MKB Nedsense enlists the help of external advisors, who support the company in identifying the risks and advise MKB Nedsense on how to minimise them by (among other things)
  contractual means.
  Legal risk
  MKB Nedsense may be held liable for its actions. Although MKB Nedsense is not aware of any material or imminent litigation at the time of publication of this Annual Report, MKB Nedsense may be held liable for any failure of service or other potential damages. Such liability proceedings can generally involve high costs.
  When companies are sold, guarantees are given to a greater or lesser extent regarding the accuracy of the information provided. In addition, legal and compliance risks include the recording, protection, and enforcement of relevant intellectual property rights, such as trademark registrations, patents, and domain names.
  Liquidity risk
  Liquidity risk is the risk of having insufficient funds to meet immediate obligations. If MKB Nedsense takes on new obligations, this could lead to higher liquidity risk. Regarding future liquidity demands, MKB Nedsense may depend on the willingness of major shareholders (including, to a significant extent, Value8) to provide funds. The available liquidity is held with a Dutch major bank with an A rating.
  Tax risk
  A change in tax laws or regulations, case law or positions of the tax authorities in the Netherlands may negatively affect MKB Nedsense's (future) results.
  Currency risk
  Most of MKB Nedsense's activities are conducted in euros. MKB Nedsense does not currently use financial instruments to hedge currency risks.
2. ‌Risk appetite
  Pursuing the objectives is inextricably linked to taking (controlled) risks. The willingness to take
  
  risks is proportional to the size and life stage of the (future) activities, as well as the expected return. MKB Nedsense has a very low-risk appetite in the context of compliance and reputation. MKB Nedsense has set itself the goal of designing the organisation in such a way that decisive entrepreneurship goes hand in hand with effective risk management.
3. Control and management systems
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  During the financial year, the Executive Board and Supervisory Board continuously analysed and assessed the effective operation of existing risk management and control systems, using the formal processes, reports and evaluations available. It was concluded that the internal risk management system functioned properly in the year under review and that no irresponsible risks were taken.
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‌Corporate governance
MKB Nedsense has an Executive Board and a Supervisory Board, the so-called two-tier management structure. Below are the outlines of the current structure.
1. Executive Board and Supervisory Board
  The Executive Board manages the company in consultation with the Supervisory Board. The Executive Board accounts for its actions to the Supervisory Board and the General Meeting of Shareholders. The Executive Board is conducted by Mr De Vries. The Supervisory Board supervises the general affairs of MKB Nedsense and the policy of the Executive Board. In discharging their duties, the com- missionaries are guided by the company's interests. The Management Board shall provide the Supervisory Board in good time with the information and documents necessary for the performance of its duties. The Supervisory Board members are appointed by the General Meeting of Shareholders.
  The Supervisory Board will continuously review whether the changing activities of MKB Nedsense should affect the composition of the Executive Board and the Supervisory Board. In doing so, if a vacancy arises, preference will be given to a female candidate in case of equal suitability.
  Currently, there are no female members on the Executive Board or the Supervisory Board. At present, MKB Nedsense does not yet comply with the requirement in the Act on Management & Supervision of a balanced distribution of seats between men and women. In the future, MKB Nedsense will expressly consider the importance of a balanced composition.
2. Social aspects of business
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  The company considers relevant social aspects of business. When acquiring new portfolio companies, the company will include social aspects, such as sustainability and social aspects, in the decision-making process to achieve shareholder value growth.
3. Legal structure
  MKB Nedsense is a public limited liability company listed on Euronext Amsterdam. MKB Nedsense has 52.750.000 ordinary shares and 47,250,000 A shares outstanding at 31 December 2025 as well as at the date of the financial statements. A shares have the same rights as ordinary shares and are convertible into ordinary shares at the holder's request. During 2025, 12.250.000 A shares were converted into ordinary shares.
  ‌No shares have been issued to which special profit rights are attached. In respect of none of the issued shares, there is a restriction on voting rights, a time limit for exercising voting rights and/or issue of depositary receipts for shares with the cooperation of MKB Nedsense. According to the AFM's register and company register, as of the date of the financial statements, there are four shareholders with a real interest greater than 3%). Actual interests may differ within the range:
  - Value8 N.V. 61.6%
  - J.P. Visser 15,2%
  - P.P.F. de Vries (3L Capital Holding) 4,9%
  - One asset management 8,7%
    There are no significant agreements involving the company that are created, amended or dissolved based on a change of control following a public offer. The company also has no agreements with any director or employee that provide for a payment on termination of employment following a public offer for the company's shares.
4. Articles of association, appointment and dismissal of directors and supervisory directors
  The following are the relevant provisions of the Articles of Association, to the extent they are not mentioned elsewhere in these Financial Statements.
  
  Article 17.1 of MKB Nedsense's articles of association states that MKB Nedsense is managed by a board consisting of one or more directors. Under Article 25.1, a Supervisory Board consists of one or more persons. Furthermore, Article 18.1 states that the General Meeting of Shareholders (AGM) appoints the Directors from a nomination to be made by the Supervisory Board. Pursuant to Article 19.1, the AGM may suspend or dismiss a Director at any time. Pursuant to Article 27.1, the AGM may suspend or dismiss any member of the Supervisory Board at any time.
  Changing the rights of MKB Nedsense shareholders requires an amendment to the articles of association. A Board resolution on a proposal to amend the Articles of Association is subject to the approval of the Supervisory Board pursuant to Article 23.2.
5. Issue and acquisition of shares
  Shares are issued in accordance with Article 7 of the Articles of Association pursuant to a resolution of the Management Board if and insofar as the AGM designates the Management Board for that purpose. The Management Board resolution is subject to the approval of the Supervisory Board.
  When shares are issued, each shareholder has a pre-emptive right in proportion to the aggregate amount of his shares, subject to the provisions of the law. The pre-emptive right may, each time for a single issue, be limited or excluded by the body authorised to issue. Acquisition other than for no consideration can only take place if and insofar as the General Meeting has authorised the Management Board to do so.
  Pursuant to Article 7.2, the following applies: The designation of the Executive Board as the issuing body may be determined by resolution of the AGM for not more than two years at a time.
  ‌The resolution of the AGM to that effect can only be taken on a proposal of the Executive Board that is subject to the approval of the Supervisory Board. Such designation shall determine the number of shares that may be issued. A designation made by resolution of the AGM cannot be withdrawn unless stipulated otherwise in the designation.
  Pursuant to Article 12.5, the following applies. Acquisition of own shares other than for no consideration can only occur if the AGM has authorised the Executive Board.
  This authorisation is valid for a maximum of 18 months. The AGM must specify in the authorisation how many shares or depositary receipts, therefore, may be acquired, how they may be acquired and between which limits the price must lie. The resolution to repurchase shares requires the prior approval of the Supervisory Board.
  At the AGM held on 29 June 2025 the shareholders' meeting authorised the board to issue 20% of the issued shares for a period of 18 months and to limit or exclude the pre-emptive right thereof.
  The board is also authorised to repurchase shares during the statutory maximum period of 18 months from 29 June 2025, subject to the law and the articles of association. The maximum number of shares that can be repurchased is 20% of the issued share capital.
6. Takeover directive
  Pursuant to Article 1 of Decision Article 10 of the Takeover Directive, MKB Nedsense explains below:
  Capital structure
  The capital structure is listed in Chapter 6.3, 'Legal structure'.
  Restrictions
  MKB Nedsense has restrictions on the transfer of shares, voting rights, deadlines for exercising voting rights and issuance. Furthermore, MKB Nedsense is not aware of any agreement between shareholders regarding the restriction of transfer or voting rights.
  Notification of control
  The substantial holdings, to the extent known to MKB Nedsense, are listed in Section 6.3.
  Special control rights and control mechanisms
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  There are no special control rights attached to shares. There are no mechanisms for controlling a scheme that grants rights to employees.
  
  Appointment and dismissal of members of the Supervisory Board and Executive Board With regard to the appointment and dismissal of members of the Supervisory Board and the Executive Board, reference is made to Section 6.1 of the financial statements. With regard to the amendment of the Articles of Association, reference is made to Section 6.4 of the financial statements. Powers of the Board of Directors
  Section 6.1 of the financial statements explains the powers of the Executive Board, including the powers to issue and acquire shares.
  Protective measures
  The company has no general protective measures against a takeover of control of the company, such as certification of shares, priority shares or protective preference shares. There are no significant agreements to which the company is a party that are created, amended or dissolved under the condition of a change of control of the company after a public offer is made. The company also has no agreements with any director or employee that provide for a payment on termination of employment following a public offer for the company's shares.
7. ‌Corporate Governance Code
  MBK Nedsense attaches great importance to sound and transparent corporate governance and strives for clear communication about this with all stakeholders. The relevant social aspects of doing business are taken into account. MBK Nedsense has implemented the Dutch Corporate Governance Code. MBK Nedsense endorses the principles of this Code. Any substantial change in the company's corporate governance structure and compliance with the Code will be submitted to the General Meeting of Shareholders for discussion under a separate agenda item. For the detailed application of the revised Code, please refer to the corporate governance document on the website.
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  MBK Nedsense has chosen to deviate from the best practice provisions on a very limited number of points, as these are not (yet) desirable due to MBK Nedsense's size or cost considerations. The best practice provisions with which MBK Nedsense does not yet (fully) comply are listed below. The deviations are related to the current phase of the company.
  Best practice provision 1.3.6
  Given the size of the company, MBK Nedsense does not currently have an internal audit department. MKB Nedsense has made alternative safeguards to enhance the control systems.
  Best practice provision 2.17/2.19
  The Code states that the number of supervisory board members who are not independent in accordance should collectively amount to less than half of the total number of supervisory directors, including the chairman. Given the characteristics of MKB Nedsense, the chairman is currently considered not independent as he also serves as a board member of the majority shareholder.
  Best practice provision 2.3.10
  Given the size of the company, MBK Nedsense does not currently have a 'company secretary'.
  Best practice provision 4.3.2
  Given the size of the company, not all presentations to (institutional) investors or analysts will yet be available simultaneously via webcast.
8. Corporate Governance Statement
  This statement is included pursuant to Article 2a of the 'Decree on additional requirements for annual reports dated 1 January 2010' (hereinafter the 'Decree'). For the statements contained in this declaration as referred to in Articles 3, 3a and 3b of the Decree, reference is made to the relevant references in these Financial Statements (more specifically: Chapter 5 and Chapter 6 of the Financial Statements). The following communications should be considered to be inserted and repeated here:
  Compliance with principles and best practice provisions of the Code are listed in Section 6.7, 'Corporate Governance Code'.
  The main features of MKB Nedsense's management and control system are listed in Chapter 5 'Risk factors'.
  The functioning of the shareholders' meeting and the main powers and rights of MKB Nedsense shareholders and how they can be exercised are set out in Section 6.6 'Takeover directive'.
  
  ‌The composition and functioning of the Executive Board and Supervisory Board are reported in Section 6.1, 'Executive Board and Supervisory Board'.
  The information referred to in the Article 10 Takeover Directive Decree (Article 3b Adoption Decree) is listed in Section 6.6 'Takeover Directive'.
‌Remuneration policy
The basic principle of the company's remuneration policy is that remuneration should be in line with the market. The remuneration policy for the board of MKB Nedsense is adopted by the General Meeting of Shareholders. Following the sale of the operational activities, the remuneration policy has been simplified. The actual remuneration for the Management Board is set by the Supervisory Board, and the remuneration of the Supervisory Board is set by the General Meeting of Shareholders. The remuneration of the Supervisory Board is independent of the result achieved by the company.
A new remuneration policy was approved at the shareholders' meeting on 6 April 2016. As the company is engaged in operational activities, it was appropriate to change the remuneration policy. In this context, the remuneration for members of the Executive Board was set at
€15,000 on an annual basis. It is expected that remuneration will be adjusted when new directors are appointed.
The Supervisory Board considers the current remuneration policy appropriate to the identity, mission and values of MKB Nedsense, with the remuneration ratios within the company and its subsidiary being appropriate to the content and responsibility of the various activities performed. The remuneration policy contributes to social support and the creation of sustainable value for its shareholders.
1. Board of Directors
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  Also, given the company's limited size, the Executive Board received very limited remuneration. From 6 April 2016, a remuneration of €15,000 per member of the Executive Board applied.
  There is no result-dependent remuneration or remuneration in shares or share options for members of the Executive Board. Any severance payments will comply with the Code and therefore not exceed once the annual salary.
2. Supervisory Board
  On 6 April 2016, the shareholders' meeting set a remuneration of €10,000 per Supervisory Board member and €12,000 for the chairman. In 2025, D. van Dam's term ended without extension or replacement after which the Supervisory Board consist of one member. There is no result-dependent remuneration or remuneration in shares or share options for the Supervisory Board members.

‌Personal details

Board of Directors Mr P.P.F. de Vries (CEO)
Drs P.P.F. de Vries (1967, Dutch nationality) is also a major shareholder and chairman of the board of Value8 and has extensive experience in the field of listed companies. Before founding Value8, Mr De Vries was - for eighteen years (October 1989-October 2007) associated with the Dutch Investors' Association (VEB). For the last twelve years, he has been the managing director of VEB. During 2002-2003, he was a core member of the Tabaksblat Committee. Mr De Vries studied Business Economics at Erasmus University Rotterdam (1985-1991). He was further chairman of the pan-European organisation of shareholders' associations Euroshareholders (2005- 2010) and a member of the Market Participants Panel of the pan-European stock market supervisory organisation CESR (2003-2010). Mr De Vries is a member of the Committee of Recommendation of the Juliana Children's Hospital Foundation. In addition to his position as CEO of Value8 and MKB Nedsense, Mr De Vries is a director of Cumulex NV and Hawick Data NV and a supervisory board member of Ctac N.V., Almunda Professionals N.V. and Morefield Group N.V
Supervisory Board Mr G.P. Hettinga (chairman)
Mr G.P. Hettinga (1977, Dutch nationality) is also a director of Value8. Mr Hettinga completed his studies in Business Administration of the Financial Sector at VU University Amsterdam in 2001. From June 2001 to September 2008, he worked as an economist at the Dutch Investors' Association (VEB). In 2007, he was appointed chief economist at the VEB. Mr Hettinga gained extensive and relevant experience and knowledge, including in the field of analysing listed companies, corporate governance, investor relations, internet and takeover bids. Mr Hettinga was a supervisory director at Hawick N.V. (2015-2025), EDCC N.V. (2009-2011), Lavide Holding N.V. (2013-2014),
Novisource N.V. (2013-2014) and N.V. Dico International (2011-2015). In addition to his position at Value8, Mr Hettinga is a supervisory director of Portan N.V. and a member of the board of Cumulex N.V.
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Retirement schedule

Organ	Person	Appointment	Appointed for
Board of Directors	P.P.F de Vries	2024	4 years
Supervisory Board	G.P. Hettinga	2024	2 years

‌Board statement

The annual figures, as included in this report, give a true and fair view of MKB Nedsense's assets, liabilities, financial position, and results for the financial year.

The financial statements give a true and fair view of the situation on the balance sheet date and the course of business during the financial year of MKB Nedsense and its affiliated companies, the details of which are included in the financial statements. The financial statements describe the material risks faced by MKB Nedsense.

Bussum, 24 April 2026

P.P.F. de Vries

Annual report 2025

Content

Balance sheet as at 31 December 2025 22
Profit and loss account for 2025 23
Statement of changes in equity 24
Cash flow statement for 2025 25
Accounting policies of MKB Nedsense 27
1. General 27
2. Significant accounting policies 27
3. Qualifying as an investment company 27
4. Foreign currency 28
5. Financial assets 28
6. Listed investments 31
7. Trade receivables and accruals 33
8. Cash and cash equivalents 33
9. Equity of MKB Nedsense 33
10. Provisions 34
11. Other non-current liabilities 34
12. Trade and other payables 34
13. Employee benefits 34
14. Overall statement of comprehensive income 34
15. Operating income 34
16. Leases 34
17. Finance income and expense 34
18. Corporate taks 34
19. Earnings per share 35
20. Cash flow statement 35
Notes to the financial statements 36
1. Private equity investments 36
  1. Assumptions used in determining the 37
    fair value of equity interests 37
  2. Axess Group 37
  3. GNS Brinkman 38
  4. Sensitivity analysis 38
  5. Fair value measurement principles for other private equity 39
    valuations 39
  6. Overview of private equity investments 39
2. Listed investments 39
3. Loans to related parties 39
4. Receivables and accruals 40
5. Cash at bank and in hand 40
6. Subscribed capital 40
7. Trade and other payables 40
8. Financial instruments measured at fair value 41
9. Contingent liabilities 41
10. Risks 41
11. Related parties 43
12. Events after the balance sheet date 43
13. Fair value changes private equity investments and non-current receivables 43
14. Interest loans to private equity investments 43
15. Wages, salaries and social charges 44
16. Other operating expenses 44
17. Financial income and expenses 44
18. Income taxes 44
19. Service costs external auditors 45
20. Proposed appropriation of profit 45
Other data 45
1. Statutory provisions on profit appropriation 45
2. Amendment of statutes 46

Statement of Financial Position

(x €1.000)

		‌31-12-2025	31-12-2024
ASSETS Fixed assets Private equity investments	6.1	€ 2,124	€ 2,322
Loans to private equity investments	6.1	2,271	€ 2,973
TOTAL FIXED ASSETS		4,395	5,295
Current assets Listed investments	6.2	€ 1,892	€ 2,012
Loans to related parties	6.3	3,090	€ 2,333
Receivables and accruals	6.4	5	€ 3
Cash and cash equivalents	6.5	1	€ 3
TOTAL CURRENT ASSETS		4,988	4,351
TOTAL ASSETS		9,383	9,646
		31-12-2025	31-12-2024
LIABILITIES Equity Share capital	6.6	€ 1,000	€ 1,000
Share premium		46,823	46,823
Other reserves		-38,556	-38,620
Result for the year		-305	64
Total equity attributable to shareholders of the company		8,962	9,267
Current liabilities Trade and other payables	6.7	€ 421	€ 379
Total current liabilities		421	379
Total liabilities		421	379
Total equity and liabilities		9,383	9,646

Income Statement

(x € 1.000)
		2025	2024
OPERATING INCOME
Fair value changes private equity investments	6.13	€ -198	€ -29
Fair value changes listed investments	6.2	-224	-262
Interest loans to private equity investments	6.14	€ 98	€ 170
Dividends listed investments	6.2	104	99
Total operating income		-220	-22
OPERATIONAL COSTS
Personnel expenses	6.15	€ 27	€ 32
Other operating expenses	6.16	€ 207	€ 24
Total operating expenses		234	56
OPERATIONAL RESULT		-454	-78
FINANCE INCOME (EXPENSE)
Financial benefits	6.17	€ 150	€ 143
Financial charges	6.17	-1	-1
Net finance income (expense)		149	142
Result before tax		-305	64
Income taxes	6.18	-	-
Result after tax		-305	64
Attributable to: Shareholders of the company		-305	64
Result for the year		-305	64
Earnings per share attributable to shareholders	6.6	-0.00	0.00
Earnings per share attributable to shareholders		-0.00	0.00
Statement of comprehensive income Result for the year		-305	64
Total realised and unrealised net results for the period under review		-305	64
Attributable to: Shareholders of the company		-305	64
Total result for the year		-305	64

‌Statement of changes in equity

(x € 1.000)

capital

Share Other

premium reserves

Result

Total

Balance per 1 Jan 2024	1,000	46,823	-38,778	158	9,203
MUTATIONS Profit allocation 2023	-	-	158	-158	-
Realised result 2024	-	-	-	64	64
Balance per 31 December 2024	1,000	46,823	-38,620	64	9,267
MUTATIONS Profit allocation 2024	-	-	64	-64	-
Realised result 2025	-	-	-	-305	-305
Balance per 31 December 2025	1,000	46,823	-38,556	-305	8,962

‌Cash flow statement

(x € 1.000)

		2025	2024
Net profit	2	-305	64
Depreciation and amortisation		-	-
		-305	64
Adjustments for:
Interest loans receivable	6.17	€ -150	-143
Income taxes	6.18	-	-
Dividends		-104	-98
Selling private equity investments		-	-
Fair value changes private equity investments	6.1/6.13	€ 198	29
Fair value changes listed investments	6.2	224	262
Interest loans to private equity investments	6.1/6.14	€ -98	-170
Movements in receivables and prepayments and accrued 6.4 € -2 -3
income
Changes in trade and other payables	6.7	€ 42	-3
Cash flow from operating activities		-195	-62
CASH FLOW FROM FINANCING ACTIVITIES
Loans provided		-800	-
Repayment of loans receivable		800	48
Repayment of loans provided		193	-
Cash flow from financing activities		193	48
Net change in cash and cash equivalents		-2	-14
Cash and cash equivalents at 1 January 2025 / 2024	1	3	17
Cash and cash equivalents on 31 December 2025 / 2024	1	1	3
Presented in the Statement of Financial Position:
Cash and cash equivalents	1	1	3

זנג-'.)

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‌Accounting policies of MKB Nedsense N.V.
1. General
  MKB Nedsense N.V. (MKB Nedsense) has its registered office in Amsterdam, the Netherlands, and offices in Bussum at Brediusweg 33. MKB Nedsense is registered at the Chamber of Commerce with registration number 23092326. MKB Nedsense qualifies as an investment company under IFRS, with its investments valued at fair value. The board prepared the annual report for 6 May 2025, which will be submitted to the Annual General Meeting for information.
  The company's main activities are participating in, financing, and lending funds to natural persons and/or legal entities and providing guarantees and/or other securities to third parties for its own obligations and/or for obligations for companies in its investment portfolio. The shares of MKB Nedsense N.V. are listed on the official Euronext Amsterdam market.
  Business objective
  MKB Nedsense supports MKBs in achieving their growth objectives and provides venture capital to finance that growth. As a listed investment company, MKB Nedsense makes diversified investing in the MKB segment accessible to private and institutional investors. Investments are made on the basis of clear investment criteria, with an emphasis on a positive contribution (directly or indirectly) to social and economic prosperity.
  The objective is to create long-term shareholder value. Thanks to diversification of activities and a conservative financing structure, this objective is pursued with a mitigated risk profile.
  MKB Nedsense expects to have a greater chance of organic growth and value creation in sectors with the prospect of higher-than-GDP growth.
2. Significant accounting policies International Financial Reporting Standards
  The annual report of MKB Nedsense N.V. for the
  period 1 January 2025 up to and including 31 December 2025 has been prepared in accordance with International Financial Reporting Standards as accepted for use within the European Union (EU-IFRS) and with Title 9 Book 2 of the Dutch Civil Code. The accounting policies applied by MKB Nedsense N.V. are in accordance with IFRS effective as of 1 January 2025 and pronouncements of the International Financial Reporting Interpretation Committee (IFRIC).
  New accounting standards
  MKB Nedsense has applied the following new and amended IFRS standards and IFRIC interpretations relevant to the Company in 2025, where applicable.
  Application of these amended standards, 'IAS 21 -The Effects of Changes in Foreign Exchange Rates Lack of Exchangeability' will apply from the 2025 financial year. This amendment has virtually no impact on MKB Nedsense.
  The following standards and interpretations were issued as of publication date of the financial statements but are not yet effective for the 2025 financial statements. Listed below are only those standards for which MKB Nedsense reasonably expects that, when amended in the future, will impact MKB Nedsense's disclosures, financial position, or results. MKB Nedsense will apply these standards and interpretations as soon as they are effective:
  - Amendments to the Classification and Measurement of Financial Instruments (IFRS 9 and IFRS 7).
  - IFRS 18 - includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements.
  - IFRS 19 - Subsidiaries without Public Accountability: Disclosures.
  In addition to the above, the IASB has proposed further standards/amendments and interpretations. However, these are not expected to have a material impact on MKB Nedsense's financial position and operating results.
  Accounting policies used in the preparation of financial statements
  The financial statements are in euros, and all
  27
  
  amounts are rounded to the nearest thousand, except per share amounts, unless otherwise stated. The financial statements have been prepared on a historical cost basis, except for investments in private equity (unlisted interests), investments in listed companies, and financial instruments, which are measured at fair value.
  ‌Value adjustments are recognised through the income statement.
  Loans receivable are measured at amortised cost in accordance with IFRS 9.
  The preparation of financial statements in conformity with EU-IFRS requires management to make judgements, estimates and assumptions that affect the reported values of assets and liabilities and income and expenses. The estimates and underlying assumptions are based on experience and other factors, which are considered reasonable. The outcomes of the estimates form the basis for the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual outcomes may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimate is revised if the revision affects only that period.
  Revisions in the reporting period and future
  periods are made if the revision also affects future periods. More specifically, for MKB Nedsense, estimates and assumptions affect, in particular, the valuation of private equity investments (investments in unlisted companies) and financial instruments (loans and options).
  The accounting policies set out below have been applied consistently. The financial statements have been prepared on a going-concern basis.
3. Qualifying as an investment company
  MKB Nedsense qualifies as an investment company. Based on this qualification, MKB Nedsense uses the consolidation exemption for
  investment companies (IFRS 10-31).
  28
  Within the MKB Nedsense group, there are no group companies that are not themselves
  investment companies but engage in investment-related activities (IFRS 10-32). This means that MKB Nedsense does not consolidate group companies. There is a single balance sheet, income statement, and cash flow statement. Also, MKB Nedsense has defined and laid down its exit policy. Based on its qualification as an investment company, MKB Nedsense values all participations at fair value through profit or loss.
4. Foreign currency
  MKB Nedsense's presentation currency is the euro. It is equal to the functional currency.
  Transactions in foreign currencies are recognised at the exchange rates prevailing on the transaction date. Monetary assets and liabilities in foreign currencies are translated at the closing rate on the balance sheet date. Gains and losses arising from foreign currency transactions and the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Non-monetary items measured at fair value in a foreign currency are translated at the exchange rate prevailing at the date the fair value is determined.
5. ‌Financial assets
  MKB Nedsense recognises the following financial asset categories:
  - private equity investments
  - loans to private equity investments
  - other long-term receivables

MKB Nedsense follows the International Private Equity and Venture Capital Valuation Guidelines (IPEV Guidelines), which are explained below.

Private equity investments are measured at fair value, and fair value movements are recognised through profit or loss. These are equity instruments that belong to the group's investment portfolio. After initial recognition, the unrealised changes in value resulting from periodic revaluation are recognised in the income statement. Loans to portfolio companies (loans to private equity investments) are classified under non-current or current assets depending on the loan's maturity. Presentation is made under non-current assets, except when the maturity date is less than 12 months from the balance sheet date,

in which case classification as current assets is made.

Loans to portfolio companies are financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these financial fixed assets are measured at amortised cost using the effective interest method and less any impairment for uncollectibility.

Other non-current receivables are recognised initially at fair value and subsequently at amortised cost, using the effective interest method and net of a provision for uncollectability where appropriate.

Realised gains or losses on investments are calculated as the difference between the purchase price and the carrying amount at the beginning of the reporting period plus investments of interest at the time of sale. All purchases and sales of financial assets according to standard market conventions are recognised at the settlement date.

Purchases or sales of financial assets under standard market conventions are purchases and sales of an asset under a contract whose terms require delivery of the asset within the time limits generally prescribed or agreed in the relevant market.

Determination of fair value

Regarding methods to be used to determine fair values, MKB Nedsense follows the International Private Equity and Ventures Capital Valuation Guidelines.

Private equity investments

Private equity investments in the company's investment portfolio include majority stakes in unlisted companies or minority stakes where the company has significant influence. In these investments, there is an intention to dispose of the stake in a period of between three and five years.

As these investments relate to unlisted companies (therefore not liquid), these interests are classified as non-current assets. Private equity investments are recognised on a fair value basis, with recognition of fair value changes through income. Given the underlying characteristics of the private equity investments in the investment portfolio (unlisted large, medium-sized and small

MKBs), fair value is determined based on the price of a recent transaction or using a DCF calculation (IFRS Level 3).

In exceptional cases, the multiplier method (IFRS Level 3) is used; otherwise, only if the underlying characteristic of the investment justifies applying a multiplier method. For investments in which no future cash flows are expected anymore, except for the settlement of the company to be liquidated, the fair value is determined using the net assets method (IFRS Level 3).

Valuation methods

Selecting the appropriate valuation method for the investments

The price of a recent transaction

When initially accounting for a private equity investment, the transaction price, including transaction costs, is used as the fair value of the investment. Specific factors related to the transaction are considered to assess whether the transaction price is representative of fair value:

various rights linked to the new and already existing investments (shares)
disproportionate dilution to existing shareholders when new shareholders join
the involvement of a new strategic investor rather than a financial investor
whether a transaction qualifies as a 'forced sale' or 'rescue package'

The length of the period during which the most recent transaction price is still representative of the fair value measurement depends on the specific circumstances of the underlying private equity investment. In stable market conditions with few changes within the company and/or external market conditions, the length of the period in which the recent transaction price can be used is longer than in a period of rapid change. MKB Nedsense applies the price of a recent transaction for up to one year after that transaction.

Discounted cash flow method (valuation of private equity investments)

Under the DCF method, the current fair value is determined by calculating the net present value of the future cash flows of the underlying business (enterprise value). The cash flows and

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