Mkb Nedsense N.v.EURONEXT: NEDSE

Jaarverslag (MKB Nedsense Annual Report 2024)

May 8, 2025 at 7:15 AM UTC · Issued by Mkb Nedsense N.v.

Annual report 2024

Content

1. The profile of MKB Nedsense N.V.	5
2. Management Board report	6
3. Report of the Supervisory Board	8
4. Events after 31 December 2024	8
5. Risk factors	9
5.1 Risk factors general	9
5.2 Risk appetite	10
5.3 Control and management systems	10
6. Corporate governance	12
6.1 Executive Board and Supervisory Board	12
6.2 Social aspects of business	12
6.3 Legal structure	12
6.4 Articles of association, appointment and dismissal of the Boards	12
6.5 Issue and acquisition of shares	13
6.6 Takeover directive	13
6.7 Corporate Governance Code	14
6.8 Corporate Governance Statement	16
6.9 Social aspects of business	16
7. Remuneration policy	15
7.1 Board of Directors	15
7.2 Supervisory Board	15
8. Personalia	15
8.1 Board of Directors	15
8.2 Supervisory Board	16
8.3 Retirement schedule	16
9. 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 2024 financial year.

Our investments made further developments during 2024 and are well positioned for a long term value creation in the coming years.

We are convinced that good opportunities will arise in the MKB Nedsense segment - MKBs with enterprise value between €1m and €10m.

We will endeavour to grow further in 2025. 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 2024 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 2024 Development of portfolio companies This report provides an overview of the 100% owned companies that are part of MKB
Nedsense's portfolio: GNS Brinkman and Axess. At the end of 2024, these two companies employed around 40 employees on an FTE basis.
The total turnover for 2024 of these two
companies is €8.0 million (2023: €7.4 million) with an operating profit (EBITDA) of €0.8 million (2023: 0.4 million). In addition, MKB Nedsense owns smaller stakes in Almunda Professionals and TIB-TEC. During 2024, no new investments in SME companies were made.
GNS Brinkman: product innovation
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.
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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 2024, GNS Brinkman achieved a positive operating result (EBITDA) of €0.5 million on a turnover of €5.3 million. This is a significant
improvement from last year. 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 2024, Axess posted a slightly higher turnover of €2.7 million and achieved a better operating profit of €0.26 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, offering interim consultancy in the utility sector
Almunda Professionals is listed on Euronext Amsterdam. The share price rose slightly in 2024.
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 2024, 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 2024, efforts were made to unwind the transaction and lower the exposure. In 2025, MKB Nedsense plans to intensify its activities regarding TIB-TEC. At this moment, MKB Nedsense is not certain that the investment in TIB-TEC will yield a positive return in the future. There is a risk that formal actions may be necessary to unwind the transaction, despite the guarantees. The valuation of the stake in TIB-TEC has been reduced to €900k (-50%) in 2024.
Results 2024: small positive result
MKB Nedsense achieved a net profit of €0.1 million positive in the 2024 financial year (2023:
€0.2 million). The fair value of its investments in GNS and Axess increased in 2024. This was offset by the devaluation of the investment in TIB-TEC, the slight decrease of the Almunda share price and (low) holding company costs.
MKB Nedsense's equity increased from €9.2m (2023) to €9.3m in 2024. MKB Nedsense's net asset value increased from 9.2 to 9.3 euro cents per share in the past financial year. Earnings per share for 2024 were 0.1 euro cents (2023: 0.2 euro cents).
No major transactions took place during the financial year. In the current situation, the Management Board and Supervisory Board propose to pass the 2024 dividend.
Outlook
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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 2025. 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. We do not plan to expand the investment team next year, so costs will be in line with previous years. For 2025, it's too early to make a quantified forward-looking statement.
Report of the Supervisory Board
The Supervisory Board's report covers the 2024 financial year.
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 2024 financial year.
Focus areas for the Supervisory Board in the past financial year included the operational improvement of the existing activities, the implementation of the strategy, acquisition opportunities, 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.
Due to the capacity problem in the Dutch PIE audit market, MKB Nedsense did not contract an audit firm to audit the 2023 accounts. For the 2024 accounts, the Supervisory Board welcomed the availability of GCP Auditors and appointed them for the audit. Approval for this appointment was requested from the shareholders' meeting.
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MKB Nedsense discussed the Corporate Governance Code in 2024. 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 2024 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
‌Events after 31 December 2024
There are no significant events after the balance sheet date.
‌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
  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
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  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. 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 40,600,000 ordinary shares and 59,400,000 A shares outstanding at 31 December 2024 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.
  ‌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. 62.69%
  - J.P. Visser 15,19%
  - P.P.F. de Vries (3L Capital Holding) 4,94%
  - St. Admin TI Holdings 8,70%
    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 2024 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 2024, 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-as one of the two board members-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
  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 2024, D. van Dam's term ended without extension or replacement after the Supervisory Board consisted 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)
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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 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 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 Hawick Data N.V. and 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	4 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, 6 May 2025

P.P.F. de Vries

Annual report 2024

Content

Balance sheet as at 31 December 2024 22
Profit and loss account for 2024 23
Statement of changes in equity 24
Cash flow statement for 2024 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)

31-12-2024			31-12-2023
ASSETS
Fixed assets
Private equity investments	6.1	2,322	1,320
Loans to private equity investments	6.1	2,973	3,997
TOTAL FIXED ASSETS		5,295	5,317
Current assets
Listed investments	6.2	2,012	2,175
Loans to related parties	6.3	2,333	2,238
Receivables and accruals	6.4	3	-
Cash and cash equivalents	6.5	3	17
TOTAL CURRENT ASSETS		4,351	4,430
TOTAL ASSETS		9,646	9,747
		31-12-2024	31-12-2023
LIABILITIES
Equity
Share capital	6.6	1,000	1,000
Share premium		46,823	46,823
Other reserves		- 38,620	- 38,778
Result for the year		64	158
Total equity attributable to shareholders of the company 9,267 9,203
Current liabilities Loans from private equity investments	6.3	-	162
Trade and other payables	6.7	379	382
Total current liabilities		379	544
Total liabilities		379	544
Total equity and liabilities		9,646	9,747

‌Income Statement

(x € 1.000)
		2024	2023
OPERATING INCOME
Fair value changes private equity investments	6.13	- 29	- 110
Fair value changes listed investments	6.2	- 262	62
Interest loans to private equity investments	6.14	170	168
Credit loss loans granted	6.14	-	- 189
Dividends listed investments	6.2	99	93
Total operating income		- 22	25
OPERATIONAL COSTS
Wages, salaries and social charges	6.15	32	37
Other operating expenses (income)	6.16	24	- 37
Total operating expenses		56	-
OPERATIONAL RESULT		- 78	25
FINANCE INCOME (EXPENSE)
Financial benefits	6.17	143	134
Financial charges	6.17	- 1	- 1
Net finance income (expense)		142	133
Result before tax		64	158
Income taxes	6.18	-	-
Result after tax		64	158
Attributable to:
Shareholders of the company		64	158
Result for the year		64	158
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		64	158
Total realised and unrealised net results for the period under review		64	158
Attributable to:
Shareholders of the company		64	158
Total result for the year		64	158

‌Statement of changes in equity

(x € 1.000)

Share Share

capital Premium

Other

reserves

Result

Total

Position as at 1 Jan 2023	1,000	46,823	- 38,871	93	9,045
MUTATIONS Profit allocation 2022	-	-	93	- 93	-
Realised result 2023	-	-	-	158	158
Position as at 31 December 2023	1,000	46,823	- 38,778	158	9,203
MUTATIONS Profit allocation 2023	-	-	158	- 158	-
Realised result 2024	-	-	-	64	64
Position as at 31 December 2024	1,000	46,823	- 38,620	64	9,267

‌Cash flow statement

(x € 1.000)

2024			2023
Net profit	2	64	158
Depreciation and amortisation		-	-
		64	158
Adjustments for:
Net finance income (expense)	6.17	-	-
Interest loans receivable	6.17	- 143	- 134
Income taxes	6.18	-	-
Dividends		- 98	- 94
Selling private equity investments		-	-
Fair value changes private equity investments	6.1/6.13	29	110
Fair value changes listed investments	6.2	262	- 62
Interest loans to private equity investments	6.1/6.14	- 170	- 168
Private equity investments	6.1	-	-
Credit loss loans receivable	6.3	-	189
Movements in receivables and prepayments and accrued income	6.4	- 3	-
Changes in trade and other payables	6.7	- 3	- 42
Cash flow from operating activities		- 62	- 43
CASH FLOW FROM FINANCING ACTIVITIES
Loans provided		-	- 16
Repayment of loans receivable		48	75
Repayment of loans		-	-
Cash flow from financing activities		48	59
Net change in cash and cash equivalents		- 14	16
Cash and cash equivalents at 1 January 2024 / 2023	1	17	1
Cash and cash equivalents on 31 December 2024 / 2023	1	3	17
Presented in the Statement of Financial Position:
Cash and cash equivalents	1	- 14	17

‌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 2024 up to and including 31
  December 2024 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 2024 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 2024, where applicable.
  Application of these amended standards, 'IAS 1 -Presentation of Financial Statements: -Classification of Liabilities as Current or Non-current; - Classification of Liabilities as Current or Non-current, Deferral of Effective Date); - Non-current Liabilities with Convenants', 'IFRS 16 -Lease Liability in a Sale and Leaseback', 'IAS 7 Statement of Cash Flows' and 'IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements' and interpretations do not have a material effect on Value8's equity and results of operations and disclosures in the financial statements.
  The following standards and interpretations were issued on the date of publication of the financial statements but are not yet effective on the financial statements for 2024. Listed below are only those standards for which Value8 reasonably expects that, when amended in the future, will
  impact Value8's disclosures, financial position, or results. Value8 will apply these standards and interpretations as soon as they are effective:
  - Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability.
  - Amendments to the Classification and Measurement of Financial Instruments (Amendments to 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.
  27
  
  In addition to those mentioned above, standards/amendments and interpretations have been proposed by the IASB but are not expected to have a material impact on MKB Nedsense's financial position and results of operations.
  There are no other IFRSs or IFRIC changes effective as of 1 January 2024 that have a material impact on MKB Nedsense.
  Accounting policies used in the preparation of financial statements
  The financial statements are in euros, and all 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).
  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.
    28
    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
    29
    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 terminal value relate to the underlying business of the company being valued.

A fair value measurement using an IFRS Level 3 DCF analysis is prepared under the condition that there is uncertainty about cash flows arising from working with estimates rather than known amounts. Cash flow projections are based on reasonable and supportable assumptions representative of management's best estimates of economic conditions over the remaining useful life of the asset and cash flow projections, as well as the most current and authorised budgets of (local) management.

In the DCF analysis, projected cash flows and terminal value are discounted made at the weighted average cost rate. Where possible, MKB Nedsense uses external input variables for the components determining the weighted average cost rate (risk-free interest rate, equity to debt ratio in the sector and cyclical sensitivity).

The market risk premium and enterprise risk premium are determined using benchmark information, which is common in the market in relation to the specific characteristics of the equity investment being valued. More specifically for the enterprise risk premium, elements such as customer dependency, supplier dependency, management dependency, spread of activities, entry barriers, track record and flexibility are considered.

The enterprise value derived from the DCF is adjusted for the following elements to arrive at the equity value (base valuation):

adjustment net debt (debt and excess cash)
adjustment of other equity claims (preference shares, option packages and minority
third-party share)
adjustment creditor equivalents (pension provisions, claims, dividends payable)
VAT deferred tax assets on account of offsettable losses under the condition that post-tax cash flows based on the nominal tax rate have been calculated in the DCF
adjustment of non-operating assets (associates
and joint ventures)
Multiples
The multiple valuation technique is appropriate in exceptional cases for the primary valuation of a private equity investment in the investment portfolio. The multiple method is applied if a mature company has an identifiable stream of recurring revenue and relatively stable cash flows. In addition, it must be possible to compile a representative peer group. Given the composition of the private equity investment portfolio (large companies, medium-sized companies and small MKBs), compiling a representative peer group is complex. For that reason, the multiple method is only used in exceptional cases for the primary valuation. However, the multiple method is used within MKB Nedsense as an additional check on the values resulting from the DCF calculations.
Depending on a company's stage of development, sector and geographical location, MKB Nedsense uses an EBITDA/EBITA multiplier or a revenue multiplier. In the multiple valuation technique, the following elements are considered:
application of an appropriate multiple, taking into account the size, risk and growth expectations of the underlying equity investment to determine enterprise value
adjustment for net debt (debt and excess cash)
adjustment for other equity claims (preference shares, option packages and minority third-party shares)
adjustment for creditor equivalents (pension
provisions and claims)
adjustment for non-operating assets (associates and joint ventures)
inclusion of tax-related adjustments in the multipliers based on pre-tax ratios (Sales, EBITDA and EBIT)

For companies with mature recurring revenue and relatively stable cash flows, using an EBITDA multiple is most appropriate. For companies that already generate mature business but do not yet generate stable, consistent profits, a revenue multiple is appropriate for determining enterprise value. The turnover multiple method is based on the assumption that a normalised level of profit can be generated based on the level of turnover. This valuation technique is applicable to companies that are running losses, with the assumption that these losses are temporary and that a normalised level of 'recurring' profit can be established. A valuation based on a turnover