Annual report 2024
30 April 2025
PB Holding N.V. Statutory address: Wilhelminakade 89 3072 AP in Rotterdam
(31) 10 322 5083
Office address as of 11 March 2025 Wilhelminakade 89
3072 AP in Rotterdam
(31) 10 322 5083
Office address until 11 March 2025 PB Holding N.V.
Zwaardklamp 14 1271 GK te Huizen
https://www.pb-holding.nl
NOTES TO THE READER DISCLAIMER
This document is the printed/pdf or 'website version' and is not the official annual financial reporting, including the audited financial statements thereto pursuant to article 2:361 of the Dutch Civil Code ('DCC'). The official annual financial reporting, including the audited financial statements and the independent auditor's report thereto, are included in the single report package ('ESEF package') which can be found on the website (https://www.pb-holding.nl) under the annual report section. In case of any discrepancies between this document and the ESEF package, the latter prevails. Note that the independent auditor's opinion included in this document does not relate to this document but only to the ESEF package. No rights can be derived from using this document, including the unofficial copy of the independent auditor's report. Our independent auditor did not determine (nor do they need to) that the printed/pdf or website version is identical to the official version.
MANAGEMENT REPORT
The management report ('bestuursverslag') within the meaning of article 2:391 of the DCC comprises Chapter 1 'Report of the Management Board', page 7 up to and including page 10.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this reports that are not historical facts are statements of future expectations and other forward-looking statements based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those in such statements. These statements may be identified by such words such as 'expect', 'should', 'could', 'shall', and/or similar expressions. Such forward-looking statements are subject to various risks and uncertainties. The principal risks of PB Holding N.V. are described in the 'Risk Management' section of this 2024 Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results and performance of the Company may vary materially and adversely from the forward-looking statements described in this report. PB Holding N.V. does not intend and does not assume any obligation to update any information or forward-looking statements set forth in this report to reflect new information, subsequent events or otherwise.
Table of Contents
Corporate Information 5
Highlights and Financial Calendar 6
Report of the Management Board 7
Report of the Supervisory Board 11
The PBH Share 14
Renumeration Policy 15
Company Statement of Income 16
Company Statement of Comprehensive Income 17
Company Balance Sheet 18
Company Cash Flow Statement 19
Company Statement of Changes in Equity 20
Notes to Company Financial Statements 21
Other Information 29
Independent Auditor's Report 30
Corporate Administration
PB Holding N.V. Supervisory Board
S. Klep, Chair
J.G.H.M. Niessen
Management Board
T.R.F. Admiraal
Highlights and Financial Calendar
In euro (in thousands) | 2024 | 2023 |
Income | ||
Revenues | - | - |
Net income attributable to shareholders | (384) | (2,565) |
Financial position at December 31 | ||
Total assets | 16,710 | 17,255 |
Equity attributable to shareholders | 16,593 | 17,189 |
Number of Shares outstanding at December 31 | 5,925,000 | 5,925,000 |
Average number of Shares outstanding | 5,358,102 | 5,548,957 |
Shares held in Treasury | 575,000 | 502,086 |
Shares outstanding at year's end | 5,350,000 | 5,422,914 |
Per share Net income | (0.07) | (0.46) |
Shareholders' equity / TSO | 2.91 | 3.17 |
Closing share price at December 31 | 2.92 | 2.98 |
Financial Calendar
Publication of 2024 30 April, 2025
Annual general meeting of Shareholders 24 June, 2025
Publication of 2025 half-year results 22 July, 2025
Report of the Management Board
General information
PB Holding N.V. ('PBH' or the 'Company') is a public company with limited liability (Naamloze Vennootschap) incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam. It is registered with the Dutch Chamber of Commerce under number 24064937. After the cancellation of the repurchased 575,000 shares, the 5,350,000 issued and outstanding shares of PBH are listed on Euronext Amsterdam. There are no employees other than the members of the Management Board and Supervisory Board.
PB Holding N.V. does not consolidate any other entitities. Accordingly, the financial statements presented in this annual report are company-only financial statements as opposed to consolidated financial statements.
Strategy
PBH is a holding company and holds 515,000 certificates of shares in the capital of Bovemij N.V. ('Bovemij'). The issued capital of Bovemij consists of 9,632,113 shares of which 1,129,534 shares are held by Stichting Administratiekantoor Bovemij Verzekeringsgroep ('Bovemij STAK'). That gives PBH a 5.35% ownership of the capital of Bovemij and control of 45.6% of the issued certificates of shares. The objective and mission of PBH is aimed at optimizing the value of the interest in Bovemij, which can, amongst others, in line with best practice provision ('bpb') 1.1.4 of the Dutch Corporate Governance Code ('Code') achieved through (i) the repurchasing of shares PBH, (ii) acquiring or purchasing additional certificates of shares in the capital of Bovemij N.V., and/or (iii) engaging in strategic discussions with the management of Bovemij N.V. and BOVAG. On 25 June 2024, the largest shareholder of Bovemij, the BOVAG, announced the intention to find a suitable new co-shareholder that would (possibly) also make an offer for all outstanding certificates. If and when a bona fide third party would make an offer for all outstanding certificates of shares in the capital of Bovemij N.V., the Management Board will assess the offer on its merits thereby weighing the interests of all stakeholders.
Corporate Transactions
On 26 June 2024, the Management Board announced that it was engaged in preliminary talks with three reversed takeover candidates in line with its strategy. Subsequently, on 2 September 2024, the Management Board announced it was progressing on discussions regarding a possible reverse acquisition of a Rotterdam-based party. On 10
September 2024, the Management Board provided additional details on the conditional reversed acquisition and/or merger with ER Capital N.V. and its intention to propose a transaction to its shareholders. On 1 November 2024, the Management Board was informed that Nafimij B.V. ('Nafimij') had reached an agreement with PBH's two largest shareholders, NPM Capital N.V. and Mont Cervin S.à r.l., jointly holding 44.91%, in relation to Nafimij's intended public offer on all issued and outstanding shares for a consideration of €3.00 per share. Thereafter, the Management Board, after having received legal advice and having given due and careful consideration to all circumstances and all aspects of the offer, entered into negotiations that ultimately led to the agreement announced on 4 November 2024.
Financial position
At the start of the financial year 2024, PBH held an equity position amounting to €17,188 thousand of which €16,619 thousand was attributed to the 515,000 certificates of shares in the capital of Bovemij. These certificates were valued by KPMG Corporate Finance & Valuation at €32.27 per certificate, taking into consideration a 20% discount for lack of control. In absence of the 20% discount for lack of control, the certificates of shares would have been valued at €40.33 per certificate. On 9 September 2024, Bovemij reported a net profit of
€5,875 thousand for the first half of 2024 against the backdrop of challenging market conditions. More specifically, the higher average claims burden and increased repair costs were offset by positive investment results. The solvency of the N.V. Schadeverzekering-Maatschappij Bovemij stood at 141% under Solvency II. On 8 April 2025, Bovemij reported its preliminary results for the financial year 2024. Bovemij reported an after-tax loss of € 2.98 million (2023: loss of € 15.6 million), and an equity position of €185.9 million (2023: €188.8 million). PB Holding N.V. received no dividends or other income from Bovemij N.V. during 2024.
The liquidity position of €602 thousand at the beginning of the year decreased to €48 thousand at the end of the year. During 2024, the Company repurchased 72,914 shares for €2.90 per share for a total consideration of €212 thousand. During the Annual General Meeting ('AGM') of 26 June 2024, the Management Board expected running costs of
€182,500 (including VAT) for the financial year of 2024. The departure of the members of the Supervisory Board (Mrs. M.E.P. Sanders and Mr. P.P.M Nielen), the investigation of the reversed listing with ER Capital N.V., the public offer of Nafimij
B.V. ('Nafimij') and all thereby associated legal costs were unexpected. To illustrate, the legal and advisory costs during the financial year 2024 were
€127 thousand in comparison to €23 thousand during the financial year 2023. The aforementioned, in combination with the amended remuneration for the sole member of the Management Board - being
€96,800 instead of the anticipated €48,400 -approved by the shareholders on 3 December 2024, led to significantly higher costs and cash outflow in the financial year 2024 than the year before.
Corporate Governance
The Company has a two-tier board consisting of a Management Board and a Supervisory Board (jointly, the 'Boards'). Each board has its specific roles and tasks regulated by laws, the articles of association, the Dutch Code, the Supervisory Board rules and Management Board rules. The Supervisory Board and Management Board rules contain details on the ways of working of the Boards.
The Management Board is tasked with the management of PBH, which includes responsibility for the realization of the Company's objectives and strategy with attention to the risk profile and policy associated with the activities and due consideration for its corporate social responsibility, the financial reporting, and the observance of applicable laws and regulations. The Supervisory Board supervises the Management Board and provides (un)solicited advice to the Management Board and the general meeting of shareholders. In performing its task, the Supervisory Board and the Management Board are guided by the interests of PBH and the sustainable long-term interests of the Company's stakeholders, in accordance with their obligations under Dutch law.
On January 1, 2024 the Supervisory Board consisted of Dutch nationals Mrs. M.E.P Sanders (1953, Dutch) and Mr. P.P.M Nielen (1964, Dutch). The statutory gender quota was met. Both Supervisory Board members were independent from the Company within the meaning of bpb 2.1.7 up and to 2.1.9 of the Code. In deviation of bpb 2.1 of the Code, the members of the Supervisory Board stepped down on September 1, 2024, which wasn't remedied during the financial year 2024. Mrs. Sanders and Mr. Nielen met 2 times for its scheduled meetings and had ad hoc calls occasionally. The Management Board provided the Supervisory Board with both written and verbal information. Based on this information, the state of affairs of the Company was discussed and evaluated. Among others, the following specific subjects were addressed: the strategy of the Company, the developments at Bovemij N.V. and its majority shareholder (BOVAG), the budget, cashflow forecasts of the Company, the governance of
the Company, the remuneration of the Management Board, the investigated reversed-listing and the (intended) public offer of Nafimij B.V.
Mr. H.H. van der Kwast (1954, Dutch) managed the Company during the financial year of 2024. In deviation of bpb 2.2.1 of the Code, Mr. Van der Kwast has been director of PBH since 21 June 2000. Mr.
H.H. van der Kwast announced his intended resignation on 2 September 2024 upon the appointment of a new Management Board. On 3 December 2024, the general meeting approved a remuneration of €80.000 for the financial year 2024.
Risks and risk management
There are a number of risks associated with the strategy and with its implementation. Strategic and operational risks exist with respect to interest in Bovemij. The book value of the held certificates of shares in the capital of Bovemij represent more than 90% of the Company's net asset value as of December 31, 2024. Accordingly, adverse developments at Bovemij may have a substantial negative effect on the financial position of PBH. Principally, there is the risk that the insurer within the Bovemij group would generate insufficient profits from its insurance and investment activities relative to its risks and solvency objectives. Whereas the management team of Bovemij may take corrective measures, under such circumstances, PBH may be required to write down on its investment or provide additional capital. The annual reports of Bovemij provide more insights in the activities and associated risks (https://www.bovemij.nl). The tolerance for the risks associated with being a holder of certificates of shares in the capital of Bovemij is high. However, the Management Board is actively entering into dialogues with the BOVAG and the Bovemij board to mitigate risks where possible. For example, the Management Board pursues the dismissal of the Stichting Administratiekantoor Bovemij Verzekeringsgroep ('STAK Bovemij') to improve the corporate governance and the decision-making.
The Management Board acknowledges that the holding of a minority stake provides the company with limited influence over strategic decisions within Bovemij N.V. Without a controlling interest or strong alliance with other shareholders, the ability to effect change may be contrained. For instance, the willingness to engage and/or align interests may be limited at BOVAG.
To mitigate these risks, the Management Board maintains an open, professional, and regular communication with stakeholders of the BOVAG, including but not limited to its management and its members, and the management and stakeholders of
Bovemij N.V. The Management Board intends to fully utilize its governance rights associated with the (certificates of) shares, including but not limited to potentially proposing agenda items for a(n Extraordinary) General Meeting and/or send information requests. We aim to regularly engage and communicate transparently on our long-term value-creation strategy building trust over time and demonstrating our position as a constructive shareholder.
Additionally, there are financial risks. Without cash generative activities and/or in the event dividends are not received from Bovemij, the Company may find itself in situations where it is unable to comply with its financial obligations. The Management Board fully accepts these risks. Whereas the financial obligations are limited - primarily the fees related to the listing, the external auditor's fees, and the remuneration for the Boards - the Management Board drafts periodic (liquidity) forecasts and discusses these forecasts with the Supervisory Board. The risk management system between the Management Board and the Supervisory Board worked during the first eight months but failed after the resignation of Mrs. Sanders and Mr. Nielen. For this reason, the Management Board is expected to make amendments to its risk management and control systems, and its soft controls (e.g. Gedragscode) to better reflect its (general risk-mitigating) culture. For instance, during 2024 the Management Board has not specifically spent time on fraud risk and/or corruption risk, nor has the Management Board formulated particular policies on fraud and/or corruption.
Lastly, PB Holding N.V. does not have employees other than the sole member of the Management Board and the two members of the Supervisory Board. The company is dependent on a single individual for day-to-day management and decision-making. To mitigate the operational risks, the members of the Supervisory Board are actively and regularly engaging with the Management Board to decrease the risk for errors, increase internal checks and balances and improve the overall decision-making process.
Going concern
We have identified the limited liquidity position as an events and/or circumstance that may give rise to significant uncertainty about the Company's ability to continue as a going concern but have concluded that no material uncertainty exists.
The Management Board, under the close supervision of the Supervisory Board, actively monitors and manages the Company's liquidity position and
mitigates associated risks accordingly. In assessing the going concern assumption, the Management Board has taken into account various factors including, but not limited to, shareholder support, the value of the Company's assets, its solvency ratio, and overall capital structure. Based on this assessment, the Management Board has concluded that the going concern assumption remains appropriate.
Events after the Balance Sheet date
On 4 November 2024, the Company and Nafimij jointly announced the intended recommended public offer by Nafimij on all issued and outstanding shares in the capital of PBH. Subsequently, on 6 January 2025, Nafimij launched its offer through the publication of the offer memorandum approved by the AFM. On 19 February 2025, PBH held the Extraordinary General Meeting of Shareholders ('EGM') in connection to the public offer where, among others, (i) Mrs. S. Klep was appointed member to the Supervisory Board, (ii) Mr. J.G.H.M Niessen was appointed member to the Supervisory Board, (iii) Mr. T.R.F. Admiraal was appointed (sole) member to the Management Board, and (iv) the Management Board was authorized to appoint an accountant to audit the 2024 annual accounts. On 4 March 2025, Nafimij declared the public offer unconditional (gestanddoening). On 14 March 2025, the Supervisory Board resolved Mrs. S. Klep to become the Chair of the Supervisory Board (President Commissaris) in line with section 25 paragraph 1 of the articles of association. Thereby the Company was compliant with the relevant best practice provisions of Chapter 2 of the Code ('Effectief bestuur en toezicht').
On 2 September 2024, Mr. H.H. van der Kwast announced his intention to resign from the Management Board. On 19 February 2025, the general meeting of shareholders accepted Mr. Van der Kwast's voluntary resignation. Mr. Van der Kwast also resigned from the Stichting Administratiekantoor Bovemij Verzekeringsgroep, holder of 1,129,534 shares in the capital of Bovemij. Mr. H.H. van der Kwast effectively resigned per 7 March 2025.
On 3 December 2024, the extraordinary general meeting of shareholders adopted the resolution to cancel (intrekken) the 575,000 shares held in treasury. After a 2-month opposition period (verzettermijn), the treasury shares were cancelled on 18 February 2025.
The dividend policy was set during the general meeting of shareholders of 28 June 2023. The policy was aimed to align with the dividend policy of Bovemij. Following the settlement of the
recommended public offer by Nafimij, the dividend policy has been discontinued, and the Management Board does not envisage that PBH will declare any dividend.
On 3 March 2025, the Company secured an unsecured revolving credit facility from Handelsbanken Nederland of €300,000 at an interest rate equal to the 3-month EURIBOR + 3.75% per annum. Mont Cervin S.à r.l. has provided Handelsbanken Nederland with a guarantee on the loan. The unsecured revolving credit facility is not repayable at 31 December 2025, and the Company is discussing the refinancing of the loan with various parties.
Following the authorization of the Management Board to appoint an accountant to audit the 2024 annual accounts on 19 February 2025, the Management Board appointed BDO Audit & Assurance B.V. on 26 March, 2025.
Control and responsibility statement
In line with the foregoing and the provisions of the Code, the Management Board declares to the best of its knowledge that:
The Report of the Management Board provides sufficient insight into any shortcomings in the functioning of the internal risk management and control systems;
The aforementioned systems provide a reasonable level of assurance that the financial reporting for 2024 does not contain material inaccuracies;
It is justified, based on the current state of affairs, to prepare the financial reporting on a going concern basis; and
The report includes the material risks and uncertainties relevant to the expectation of the Company's continuity for a period of at least 12 months after the preparation of this Annual Report.
Additionally, in line with Article 5:25c of the Financial Supervision Act (Wft), The Management Board declares, to the best of its knowledge, that:
The financial statements as of December 31, 2024, are prepared in accordance with IFRS EU and are in compliance with Title 9 of Book 2 of the Dutch Civil Code, as stated in this Annual Report, provide a true and fair view of the assets, liabilities, financial position, and results of PB Holding N.V.
The Report of the Management Board provides a true and fair view of the situation as of December 31, 2024, and the course of business during the 2024 financial year of PB Holding N.V., and that of the material risks faced by PB Holding N.V. are described in the Report of the Management Board.
Rotterdam, 30 April 2025
T.R.F. Admiraal
Report of the Supervisory Board
This report provides further information on the way the members of the Supervisory Board performed their duties in 2024.
General information
PB Holding N.V. ('PBH' or the 'Company') is a public company with limited liability (Naamloze Vennootschap) incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam. The Company holds 515,000 certificates of shares in the capital of Bovemij N.V. with limited operational activities. The Company is aimed at creating sustainable long-term capital appreciation in accordance with the law, the Dutch Corporate Governance Code and its internal codes and regulations. The Company's articles of association can be found on PBH's website. In particular, Article 37 of the Company's by-laws regulates the procedures to make amendments to the by-laws. The Company's website is https://www.pb-holding.nl
Financial Statements and Profit Appropriation
This Annual Report includes the financial statements of PB Holding N.V. for the financial year 2024, as prepared by the Management Board. These financial statements are accompanied by an unqualified audit opinion from BDO Audit & Assurance B.V, which is included on page 30 et seq. of this Annual Report.
The Supervisory Board recommends that shareholders adopt the 2024 financial statements at the General Meeting to be held on 24 June 2025 and grant discharge to Management Board for its managements and to the members of the Supervisory Board for its supervision during the 2024 financial year.
Meetings
Formal meetings of the Supervisory Board are scheduled well in advance. Outside of these meetings, the Supervisory Board receives briefings and updates from the Management Board on developments relating to Bovemij N.V., corporate governance, financials - including the liquidity position - and renumeration. During 2024, the Supervisory Board did not convene with the external auditor as none was appointed by PB Holding N.V. In addition to the regular meetings, the former members of the Supervisory Board - Mrs. Sanders and Mr. Nielen - extensively discussed possible corporate transactions.
Renumeration Supervisory Board
At the General Meeting of Shareholders on 12 May 2022, the remuneration of the Supervisory Board members was revised. It was determined that each member of the Supervisory Board receives an annual fee of €20,000 excluding VAT. Mrs. Sanders and Mr. Nielen each received a fee of €15,000 during 2024.
Composition and Renumeration of the Management Board
Mr. H.H. van der Kwast (m) was the sole director of the Company during 2024, appointed in on 21 June 2000. Appointment and dismissal of members of the Management Board is regulated through Article 17 and Article 18 of the Company's by-laws.
The remuneration of the Management Board was adopted at the General Meeting on May 12, 2022. The fixed annual fee amounts to €40,000 (ex VAT) is invoiced quarterly. The remuneration does not include variable components such as pension contributions, expense reimbursements or lease car allowances. In deviation of the Remuneration Policy, the Management Board proposed to the General Meeting to increase its remuneration from €40.000 to
€80.000 for the financial year 2024. The proposal was adopted by the General Meeting on 3 December 2024.
Composition of the Supervisory Board According to the rotation schedule, Mrs. M.E.P. Sanders (f), appointed on 10 October 2012, was scheduled to step down after the General Meeting of Shareholders in June 2024. Mr. P.P.M. Nielen (m), appointed on 21 December 2017, was scheduled to retire in 2025. With 50% of the members of the Supervisory Board being male and the other half being female, the statutory gender quota is met. All members of the Supervisory Board during 2024 were independent in the meaning of the Code. On 28 August 2024, the Supervisory Board and Management convened and concluded, following the adjourned General Meeting of 26 June 2024, that there was limited support for the reappointment of Mrs. Sanders, and limited alignment among the shareholders regarding the strategy, mission and objectives of the Company. In light of that dynamic, former members of the Supervisory Board - Mrs. Sanders and Mr. Nielen - decided to resign. Between 1 September 2024 to 31 December 2024, the Supervisory Board positions remained vacant.
In general, appointment and dismissal of the members of the Supervisory Board are regulated through Article 22 and Article 23 of the Company's articles of association. In addition thereto, Article 4 of the Company's bylaws regulate the conditions and procedures for issuance of shares.
Performance Evaluation
Every year, the Supervisory Board evaluates its performance as a whole as well as that of its individual members. In the opinion of the Supervisory Board, the functioning of the Supervisory Board as a whole and of its individual members were satisfactory during the first eight months of 2024 in the light of the current structure, size and strategy of PB Holding N.V.
The Supervisory Board did not function in the last four months of 2024 due to the vacant positions. The newly appointed members of the Supervisory Board - Mrs. S. Klep and Mr. J.G.H.M, Niessen - look forward working with the Management Board on fulfilling the mission and objectives of the Company. The current members of the Supervisory Board have a clear understanding of its mandate and responsibilities. For that same reason, there is no internal audit function.
Rotterdam, 30 April 2025
S. Klep (Chair)
J.G.H.M. Niessen
Supervisory Board
Former members
New Members
M.E.P Sanders
(1953, f, Chair)
P.P.M.Nielen
(1964, m)
S. Klep
(1970, f, Chair)
J.G.H.M. Niessen
(1963, m)
Date of appointment
:
10 October 2012
21 december 2017
7 March 2025
7 March 2025
End of current term
:
2024
2025
2029
2029
Employment history
:
ABN Amro, Atlas, Nederlandse Spoorwegen and Greenfield Capital Partners.
MeesPierson, NIBC, NielenSchuman and Scheybeeck Investments
Van Lanschot Bankiers N.V., Theodoor Gilissen, Saxo Bank Nederland
MeesPierson N.V., CVC Capital Partners
B.V. and Egeria
Capital Management B.V.
Other responsibilities
:
Member of Supervisory Board at Meilink B.V., Hoens Broadcast Facilities B.V., Hydratec Industries N.V., member of the Investment Committee at SI2 Fund and member of the Management Board at
Tivoli Vredenburg Fonds
Member of the Management Board at Stichting BDR Thermea, member of the Investment Committee at Health Investment Partners and Enterprising
Finance
Member of the Board at Stichting Erasmus Trust Fonds
Member of the Management Board of Mont Cervin S.à r.l. and non-executive director at Acomo N.V
Nationality
:
Dutch
Dutch
Dutch
Dutch
Other remarks
:
-
-
-
Not independent within the meaning of the Dutch Corporate Governance Code, due to an shareholding
exceeding 10%
Management Board
H.H. van der Kwast (1954, m)
T.R.F. Admiraal (1989, m)
Date of appointment
:
21 June 2000
07 March 2025
End of term
:
07 March 2025
2029
Employment History
:
PB Holding N.V.
Businesses related to
Mont Cervin S.à r.l.
Nationality
:
Dutch
Dutch
The PBH Share
Shares and Listings
Shares in PB Holding N.V. are listed on Euronext stock exchange in Amsterdam (ISIN code NL0000336303). The shares are not included in any index. As at 31 December 2024 PBH had 5,925,000 shares outstanding of which 575,000 were held in treasury. On 3 December 2024, the general meeting of shareholders adopted the resolution to cancel (intrekken) the 575,000 shares held in treasury. Subsequently on 18 February 2025, the repurchased shares were cancelled.
Shareholding
Under the Dutch Financial Markets Supervision Act, shareholdings of 3% or more in any Dutch listed company must be disclosed to the Dutch Authority for the Financial Markets (AFM). According to the register kept by the AFM the following shareholders had disclosed that they have a direct or indirect (potential) interest in the capital of PB Holding N.V. as at 31 December 2024:
J.G.H.M Niessen
26,86%
NPM Capital N.V.
23,96%
ER Capital N.V.
12,24%
F.L.H. van Delft
5,62%
G.J Veurink
3,82%
Investor relations
PB Holding N.V. is committed to maintaining a high level of transparency by engaging in regular and open dialogue with investors, analysts, financial institutions, and other stakeholders. This is done in order to provide timely, complete and consistent information to enable them to develop a clear understanding of the Company's strategy and performance as well as other matters and developments that could be relevant to investors' decisions, including the outlook of the future.
Share performance
Key PBH share data
2024
2023
2022
Year-end price
€
2.92
2.98
2.55
Year high
€
3.10
3.22
18.20
Year low
€
2.56
2.51
2.43
Number of shares outstanding
5,925,000
5,925,000
5,925,000
Market capitalization
€
17,301,000
17,656,500
15,108,750
Share price
€3.30
€3.20
€3.10
€3.00
€2.90
€2.80
€2.70
€2.60
1 Jan 2023
1 Apr 2023
1 Jul 2023
1 Oct 2023
1 Jan 2024
1 Apr 2024
1 Jul 2024
1 Oct 2024
1 Jan 2025
Renumeration policy
Due to the sale of Stern Facilitair B.V. to Hedin Mobility Group AB, a new Renumeration Policy was proposed and adopted by the General Meeting on May 12, 2022.
The main principles of the Remuneration Policy are as follows:
The policy covers the remuneration of the Management Board and the Supervisory Board;
The Supervisory Board drafts the policy for the General Meeting to adopt;
The policy is submitted annually to the General Meeting;
The aim of the policy is to attract, motivate, and retain a qualified Management Board enabling PB Holding
N.V. to achieve its strategic and operational objectives;
The policy aligns with the identity and size of PB Holding N.V. and is easy to apply. It takes into account the social context, the corporate governance structure, and the interests of all its stakeholders.
PB Holding N.V. no longer has a Remuneration Committee due to the reduction in the number of Supervisory Board members from three to two as of May 12, 2022. Since that date, the Remuneration Policy and the determination of the remuneration of the Management Board are addressed during Supervisory Board meetings.
The remuneration of the Management Board was adopted at the General Meeting on May 12, 2022. The fixed annual fee amounts to €40,000 (ex VAT) is invoiced quarterly. The remuneration does not include variable components such as pension contributions, expense reimbursements or lease car allowances. In deviation of the Remuneration Policy, the Management Board proposed to the General Meeting to increase its remuneration from
€40.000 to €80.000 for the financial year 2024. The proposal was adopted by the General Meeting on 3 December 2024.
The remuneration of the Supervisory Board was adopted at the General Meeting on May 12, 2022. Members of the Supervisory Board receive an annual fee of €20.000 (ex VAT).
2024
2023
2022
2021
2020
Renumeration Management Board (€)
H.H. van der Kwast
80,000
40,000
30,000
642,826
886,557
Renumeration Supervisory Board (€)
M.E.P. Sanders
15,000
20,000
12,667
50,000
50,000
P.P.M Nielen
15,000
20,000
12,667
45,000
37,000
H. ten Hove
35,750
-
D.R. Goeminne
19,250
41,250
A. Roggeveen
10,666
S.G. Brummelhuis
12,332
Ownership of Shares (end of period)
H.H. van der Kwast
-
725,000
725,000
725,000
722,101
On 7 March 2025, Mr. H.H. van der Kwast stepped down from the Management Board and was succeeded by Mr.
T.R.F. Admiraal. Mr. Admiraal shall receive a renumeration in line with the Remuneration Policy and holds no shares in the capital of PB Holding N.V. On 7 March 2025, the appointment of Mr. J.G.H.M Niessen and Mrs. S. Klep as members of the Supervisory Board became effective. Mrs. Klep will receive an annual fee of €20,000 and holds no shares in the capital of PB Holding N.V. In deviation of the Remuneration Policy, it will be proposed to the General Meeting, Mr. Niessen will be rewarded an annual fee of €15,000. Mr. Niessen (indirectly) holds 4,524,117 shares in the capital of PB Holding N.V.
No stock options, loans, advances, or guarantees have been granted to members of the Management Board and/or the Supervisory Board during 2024.
The indirect shareholding of Mr. Niessen in PB Holding N.V. is held as long-term investment. In addition, Mont Cervin S.à r.l. has provided Handelsbanken a guarantee on the revolving credit facility of €300 thousand.
Company Financial Statements
Company Statement of Income PB Holding N.V.
(in € thousands)
Note
2024
Restated
2023
2023
Revenues
Cost of Sales
-
-
-
-
-
-
Gross Profit
-
-
-
Value changes of financial fixed assets
5
-
(2,281)
(2,281)
Personnel expenses
6
(128)
(90)
(50)
Other operating expenses
7
(253)
(190)
(214)
Operating profit (EBIT)
(381)
(2,562)
(2,545)
Financial income and expenses
8
(3)
(3)
(20)
Profit before taxes
(384)
(2,565)
(2,565)
Taxes
9
-
-
-
Profit after taxes
(384)
(2,565)
(2,565)
Earnings per share (in €)
Basic
10
(0.07)
(0.46)
(0.46)
Diluted
10
(0.07)
(0.46)
(0.46)
Company Statement of Comprehensive Income PB Holding N.V.
as at 31 December
(in € thousands)
31.12.2024
31.12.2023
Profit after taxes
(384)
(2,565)
Other comprehensive income (OCI)
OCI to be reclassified to profit or loss in subsequent periods
Income tax effect
-
-
Income and expenses not realized in the income statement
-
-
Total realized and unrealized results after-tax
(384)
(2,565)
Total result attributable to
Continuing operations
(384)
(2,565)
Discontinuing operations
-
-
Total result
(384)
(2,565)
Company Balance Sheet PB Holding N.V.
as at 31 December
(before profit appropriation)
(in € thousands)
Note
31.12.2024
Restated
31.12.2023
31.12.2023
Assets
Non-current assets
Other financial assets
5
16,619
16,619
16,619
Current assets
Other current assets
13
43
34
26
Cash and cash equivalents
13
48
602
602
91
636
628
Total assets
16,710
17,255
17,247
Equity and liabilities
Share capital
593
593
593
Share premium reserve
32,448
32,448
32,447
Revaluation reserve
8,287
10,877
8,288
Profit for the year
(384)
(2,565)
25
Other reserves
(24,351)
(24,164)
(24,164)
Total shareholders' equity
14
16,593
17,189
17,189
Current liabilities
Creditors
15
72
8
-
Other liabilities
16
45
58
58
117
66
58
Total equity and liabilities
16,710
17,255
17,255
Company Statement of Cash Flows PB Holding N.V.
as at 31 December
(in € thousands)
Note 17
31.12.2024
31.12.2023
Profit/(loss) before income tax
(384)
(2,565)
Adjustments for:
Result Bovemij N.V.
-
2,590
Changes in working capital
Movement in current assets
(9)
(16)
Movement in accounts payable
51
(162)
Cash flow from operating activities
(342)
(153)
Cash flow from investing activities
-
-
Dividends paid to shareholders
-
-
Repurchase of shares
(212)
(756)
Cash used for financing activities
(212)
(756)
Cash at beginning of the year
602
1,511
Change of cash
(554)
(909)
Cash at end of the year
48
602
Company Statement of Changes in Equity PB Holding N.V.
as at 31 December
(in € thousands)
Share capital
Share premium
Other reserves
Revaluation reserves
Profit for the period
Total
Balance at January 1, 2024
593
32,448
(24,164)
10,877
(2,565)
17,189
Profit after tax
(384)
(384)
Profit allocation
25
(2,590)
2,565
-
Share repurchases
(212)
(212)
Balance at December 31, 2024
593
32,448
(24,351)
8,287
(384)
16,593
Balance at January 1, 2023
593
32,448
(24,164)
10,877
756
20,510
Profit after tax
(2,565)
(2,565)
Profit allocation
756
(756)
-
Share repurchases
(756)
(756)
Balance at December 31, 2023
593
32,448
(24,164)
10,877
(2,565)
17,189
Notes to Company Financial Statements
General information
PB Holding
PB Holding N.V. ('PBH' or the 'Company') is a public company with limited liability (Naamloze Vennootschap) incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam. It is registered with the Dutch Chamber of Commerce under number 24064937. The address of the Company's registered office is Wilhelminakade 89 (3072 AP) Rotterdam, the Netherlands. The Company is active in the holding and management of the 515,000 certificates of shares in the capital of Bovemij N.V. PBH is listed on the Amsterdam stock exchange (Euronext Amsterdam). The Company has no other subsidiaries and/or consolidates no other business entities.
These financial statements were approved by the Management Board on 30 April 2025.
The Management Board report as defined by Section 2:391 of the Dutch Civil Code is constituted by the following parts of the annual report: Report of the Management Board.
Basis of preparation
The financial statements of PBH have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. They also comply with the financial reporting standards included in Title 9 of Book 2 of the Dutch Civil Code when applicable. The company financial statements and notes to the company financial statements are presented in thousands of euros unless otherwise stated and have been prepared under the historical cost convention unless otherwise stated. The company financial statements have been prepared on a going concern basis. The areas where assumptions and estimates are significant to the company financial statements are disclosed in the Notes to the Company Financial Statements.
Going Concern Assumption
As of the balance sheet date, PB Holding N.V. holds an equity interest in the capital of Bovemij N.V. We have identified the limited liquidity position as a condition that could give rise to doubt about the company's ability to continue as a going concern. However, we have concluded that no material uncertainty exists and have obtained sufficient and appropriate information to determine that the use of the going concern assumption is appropriate and that the disclosures in the financial statements regarding these events and conditions are adequate. Please see the Management Report for further discussion on the assessment of the going concern basis.
Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Income from equity interests
The income from equity interests is income, which consists of a revaluation to fair value and dividend received, which is directly related to the 5.35% interest held by PB Holding NV in Bovemij N.V. Income from the sale of capital interests is recognized as soon as the ownership has been transferred.
Tax receivables
Income taxes consist of current and deferred taxes. Current taxes relate to the expected tax liabilities on taxable income for the financial year, based on applicable tax rates. Deferred taxes are recognized for temporary differences between the commercial and tax valuation of assets and liabilities, as well as for tax loss carryforwards. Deferred taxes are calculated using enacted tax rates and regulations expected to apply when the deferred tax asset or liability is realized. Deferred tax assets are only recognized to the extent that it is probable that sufficient future taxable profit will be available to utilize the temporary differences and tax loss carryforwards.
Financial instruments
Financial instruments cover a wide range of financial assets but for the Company include financial fixed asset, cash and cash equivalents, trade receivables, accrued income and other receivables. Financial instruments also cover financial liabilities including trade payables. Financial assets and financial liabilities are recognized in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to receive cash flows have expired or been forfeited by the Company, or alternatively, when there is a transfer of control based on whether the Company transfers or retain substantially all the risks and rewards of ownership. A financial liability is derecognized when, and only when the liability is extinguished.
Cash and cash equivalents
Cash and cash equivalents include cash at banks and on hand and short-term highly liquid investments with an original maturity of three months or less. All cash and cash equivalents are classified as at amortised cost which means they are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method and are subject to the impairment requirements outlined later in this section.
Financial liabilities and equity
The Management Board also determines the classification of financial liabilities at initial recognition. The Company classifies its financial liabilities, as measured at either amortised cost or Fair Val. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. Financial liabilities are measured at amortised cost using the effective interest method. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Trade payables and receivables
Due to the short term nature of trade payables and receivables, their carrying amount is considered to be the same as their fair value.
Share Capital
Shares are classified as equity instruments when there is no contractual obligation to deliver cash or other assets to another entity on terms that may be unfavourable. The value of the Company's share capital consists of the number of Ordinary Shares in issue multiplied by their nominal value. The difference between the proceeds received on issue of the shares and the nominal value of the shares issued is recorded in share premium.
Company Statement of Cash Flows
The cash flow statement is prepared using the indirect method. Receipts and payments related to interest and corporate income taxes, as well as dividends received from non-consolidated investments, are included under cash flows from operating activities. Dividends paid are included under cash flows from financing activities. The change in interest-bearing loans reflects the balance of borrowings and repayments during the financial year. Repayments of lease obligations are included under cash flows from financing activities. Transactions where no cash is exchanged are not reflected in the cash flow statement.
Key judgments and estimates
The principal key judgments and estimates are related to the certificates of shares in the capital of Bovemij N.V.
Certificates of shares in the capital of Bovemij N.V.
In the absence of an active and liquid financial market for the certificates of shares in the capital of Bovemij N.V., the certificates of shares have been valued by an external valuation expert of KPMG Corporate Finance & Valuation ('KPMG'), appointed by Bovemij N.V. The valuation is based on the unweighted average of two approaches: the Dividend Discount Model ('DDM') and a Comparable Company Analysis ('CCA'). Subsequently, KPMG applied a 20% discount to the valuation of the certificates due to the limited control associated with the minority shareholding of Bovemij N.V. certificate holders. The certificates of shares in the capital of Bovemij N.V. are thereby measured at fair value. The resulting changes in value, and received dividends, are recognized in the Company Statement of Income under 'Value Changes of Financial Fixed Assets'. Please also refer to Note 5, 'Value changes of financial fixed assets and Other financial assets'.
The valuation method has been applied consistently over the past years. Specifically, the most recently available valuation report from KPMG, dated 1 March 2024, serves as the basis. In addition, the Management Board has prepared a valuation report to support the assessment of any significant deviations from the valuation currently recorded in the financial statements. Based on its assessment - taking into account the potential impact of the loss per share of Bovemij N.V. for the 2024 financial year - the Management Board has concluded that the valuation as of 1 March 2024 can be maintained. It should also be noted that Bovemij N.V. has not yet commissioned a new valuation of the certificates, but intends to do so later this year.
The fair value of financial instruments traded in active markets is classified within Level 1 of the fair value hierarchy. Financial instruments for which the fair value is determined using valuation techniques that primarily use observable market data are classified within Level 2. Financial instruments for which the fair value is determined using inputs that are not based on observable market data are classified within Level 3. The certificates of shares in the capital of Bovemij N.V. are classified as Level 3 financial instruments.
New standards and interpretations adopted in the financial statements
The IASB regularly publishes new accounting standards, amendments to existing standards, and interpretations. These new standards, amendments and interpretations must then be endorsed by the European Union. In 2024, PBH applied new and amended IFRS standards and IFRIC interpretations where applicable. The application of new and amended standards and interpretations did not have a material impact on equity, results, or the disclosures in the financial statements.
Certain new standards, interpretations and amendments to existing standards have been published by the IASB and endorsed by the European Commission that are mandatory for annual accounting periods beginning on or after 1 January 2025. The Company has not early adopted these standards, amendments and interpretations. Although there are other new standards, interpretations, and amendments to existing standards that have been published, they are not expected to have a significant impact on the financial statements of the Company.
Value changes of financial fixed assets and Other financial assets
The income from equity interests in 2024 relates to the dividend received of €0 (2023: €309 thousand) and the revaluation of the capital interest in Bovemij of €0 (2023: €-2,590 thousand). On March 1, 2024, KPMG Corporate Finance & Valuation ('KPMG'), appointed by Bovemij N.V., performed the valuation of the certificates of shares in the capital of Bovemij N.V. per 31 December 2023. Taken into account a 20% discount for the lack of control, KPMG valued a certificate of share at €32.27. PB Holding N.V. holds 515,000 certificates of shares. On March 31, 2025, the CEO of Bovemij N.V. informed its holders of certificates of shares that it was intending to appoint a valuation expert later in the year. If and when a valuation report is obtained, the Management Board shall inform its shareholders thereof.
2024
2023
Certificates of shares in the capital of Bovemij N.V.
16,619
16,619
Personnel expenses
Expenses related to the remuneration of the Management Board and Supervisory Board are included in the personnel expenses. PBH employs no other personnel (2023: 0). The remuneration of the Management Board and the Supervisory Board is disclosed in Note 19 'Related party transactions' and Note 20, 'Remuneration Management Board and Supervisory Board'.
Restated
2024
2023
2023
Salaries
127
88
48
NOW subsidy
-
1
1
Other personnel expenses
1
1
1
Total personnel expenses
128
90
50
Reclassifications: during the financial year 2023, the Supervisory Board fees were included in the 'Other operating expenses' (2023: €40 thousand). In absence of other personnel, the Management Board has decided to include the Supervisory Board fees in the 'Personnel expenses'.
Other operating expenses
Expenses related to IT, travel, office, and other general expenses are included in the 'Other operating expenses' segment and increased to € 294 (2023: €191). The increase is mostly due to additional legal and advisory fees in relation to the public offer of Nafimij B.V. Office expenses also include listing fees for Euronext Amsterdam N.V., the AFM and Parseport ApS (ESEF-reporting). Additional information related to the 'Administrative expenses' is also provided in Note 19 'Related party transactions'.
Restated
2024
2023
2023
Office expenses
60
40
40
Administrative expenses
31
36
36
Supervisory Board fees
-
-
40
Auditor's fees
52
77
77
Legal and advisory fees
127
23
22
Insurances
6
6
6
Banking fees
17
20
(7)
VAT receivables
(41)
Total
253
191
214
Reclassifications: during the financial year 2023, the Supervisory Board fees were included in the 'Other operating expenses' (2023: €40 thousand). In addition, during the financial year 2023, fees related to the listing of the Company were included in the 'Financial expenses'. These fees were transferred from the 'Financial expenses' to the 'Banking Fees' in 2024.
Ernst & Young
Accountants LLP
BDO Audit
& Assurance B.V.
Audit annual report 2023
77
-
Audit annual report 2024
-
73
Total
77
73
Financial income and expenses
The financial charges consist of interest, bank fees, and brokerage and agency fees charged by the banks, and also include banking fees related to the shares repurchased.
Restated
2024
2023
2023
Financial income
-
-
Financial expenses
3
3
20
Reclassifications: During the financial year 2023, fees related to the listing of the Company were included in the 'Financial expenses'. These fees were transferred from the 'Financial expenses' to the 'Banking Fees' in 2024.
Taxes
The Company has an indefinite carryforward loss of €10.0 million. The carryforward losses ('DTAs') are not recognized in the Company Balance Sheet. DTAs are not recognized because PBH currently believes it operates activities or CGUs to use the DTAs. PB Holding N.V. will be actively exploring the use of the DTAs in the future.
2024
2023
Profit before taxes
(384)
(2,565)
Taxes payable for the year
0
0
Deferred taxes
0
0
Effective tax paid
0
0
Nominal tax burden (%)
19.0%
19.0%
Earnings per Share
Basis earnings per share are calculated by dividing the loss for the year attributable to equity holders of the Company by the average number of ordinary shares outstanding during the year. The average number of shares outstanding was 5,358,102 (2023: 5,548,957).
Other current assets
Other receivables are mostly prepaid expenses.
Cash and cash equivalents
Cash and cash equivalents consist entirely of cash held in bank accounts.
Financial Instruments
The Company's financial instruments principally comprise of cash and cash equivalents, receivables, and payables. All these arise as a result of our normal operations. The Company does not enter into transactions for speculative purposes and there are no instruments held for trading.The analysis of financial assets and liabilities into their categories as defined in IFRS 9 Financial Instruments is set out in the following tables. The majority of the Company's financial assets and liabilities continue to be measured at amortised cost. The Company considers the carrying amount of these financial assets to approximate fair value.
The Company has material interests in equity securities of Bovemij N.V. which are classified as financial assets mandatorily held at fair value through profit and loss (FVTPL), as they are financial assets which are managed and whose performance is evaluated on a fair value basis. All gains and losses on measuring the financial assets and liabilities at each reporting date are included in the statement of comprehensive income for the year or period. There were no fair value impacts to the statement of comprehensive income associated with the financial assets mandatorily held at FVTPL presented below.
Overview of financial instruments (€ 000's)
31 December 2024
FVTPL
Amortized Cost
Total
Financial assets
16,619
16,619
Receivables and other assets
43
43
Cash and cash equivalents
48
48
Total Financial Assets
16,710
91
16,710
Overview of financial instruments (€ 000's)
31 December 2024
FVTPL
Amortized Cost
Total
Financial Liabilities
72
72
Payables
45
45
Total Financial Liabilities
117
117
117
Overview of financial instruments (€ 000's)
31 December 2023
FVTPL
Amortized Cost
Total
Financial assets
16,619
16,619
Receivables and other assets
34
34
Cash and cash equivalents
602
602
Total Financial Assets
17,255
666
17,255
Financial Liabilities
58
58
Payables
8
8
Total Financial Liabilities
66
66
66
Shareholders' Equity
The authorized capital amounts to €900, divided into 9,000,000 ordinary shares with a nominal value of €0.10 each. The issued capital amounts to €593 (2023: €593) and consists of 5,925,000 shares (2023: 5,925,000). All 5,925,000 issued shares (31 December 2023: 5,925,000) are fully paid. The share premium reserve is adjusted when shares are issued at a price above their nominal value. Additionally, the share premium is adjusted when stock dividends are distributed. The revaluation reserve consists of the unrealized portion of the revaluation of the capital interest in Bovemij N.V. to fair value. Changes to the revaluation reserve are made if and when an external valuation expert, appointed by Bovemij N.V., performs the annual valuation of the certificates of shares in the capital of Bovemij N.V. The shares repurchased and held in treasury have been deducted from the other reserves. During the financial year, PB Holding N.V. repurchased 72,914 shares. As of December 31, 2024, PBH holds 575,000 treasury shares.
Share capital
Share premium
Other reserves
Revaluation reserves
Profit for the period
Total
Balance at January 1, 2024
593
32,448
(24,164)
10,877
(2,565)
17,189
Profit after tax
(384)
(384)
Profit allocation
25
(2,590)
2,565
-
Share repurchases
(212)
(212)
Balance at December 31, 2024
593
32,448
(24,351)
8,287
(384)
16,593
Share capital
Share premium
Other reserves
Revaluation reserves
Profit for the period
Total
Balance at January 1, 2023
593
32,448
(24,164)
10,877
756
20,510
Profit after tax
(2,565)
(2,565)
Profit allocation
756
(756)
-
Share repurchases
(756)
(756)
Balance at December 31, 2023
593
32,448
(24,164)
10,877
(2,565)
17,189
Creditors
Creditors represent liabilities for services and goods provided to the Company prior to the end of the financial year which are unpaid. Creditors are initially recognized at fair value.
Other liabilities
Accrued expenses primarily represent cost accruals for goods and services received but which are yet to be invoiced. Furthermore, the other liabilities include the VAT receivable anticipated to be collected.
Cash Flow Statement
The cash flow statement provides an explanation of the changes in cash and cash equivalents. When preparing this statement, a comparison between the opening and closing balance sheets is used as a starting point. Subsequently, changes that do not result in a cash flow-such as acquisitions and impairment charges-are eliminated. Changes in working capital can largely be derived from the overview of changes in the relevant balance sheet items, taking into account movements resulting from acquired and/or divested companies.
Management of Risks
This section summarizes the approach of PB Holding N.V. to managing risks. It covers the key financial instruments, associated risks, and the company's policy to ensure financial stability and support long-term sustainable value creation for its stakeholders.
Financial and liquidity risks
Following the sale of Stern Facilitair B.V. to Hedin Mobility Group AB, the objectives, policy, and processes regarding capital management was adjusted. The company monitors its capital and cash position by maintaining a liquidity balance sufficient to cover the company's costs and expenses through at least the end of 2025. To maintain a healthy balance sheet and support the company's strategy, aiming to generate long-term sustainable capital appreciation, the Management Board may be required to issue new shares or enter into additional loan agreements.
Financial instruments and risk policy
The main financial instruments of PB Holding N.V. are its cash and cash equivalents, and the held certificates of shares in the capital of Bovemij N.V. Other financial instruments such as receivables and payables directly arise from the business operation. The Management Board believes that the company bears no interest rate risk and/or credit risk from the receivables. However, it accepts the risks attached involved with holding certificates of shares in the capital of Bovemij N.V., an illiquid financial asset. An illiquid financial asset may pose valuation uncertainty and limited possibility to exit the position. The Management Board, supported by the Supervisory Board and the company's shareholders,
Liquidity Risk
In 2024, PB Holding N.V. managed its liquidity through two banking institutions: ABN Amro N.V. and ING Bank
N.V. These are standard current accounts with no credit limits. After the balance date, PB Holding N.V. obtained a revolving credit facility of €300 thousand from the Handelsbanken to increase its liquidity position. The absence of cash-generating units from which income is derived and/or visibility on dividends from Bovemij N.V. poses a risk to the liquidity position of the company given the presence of ongoing costs related to the listing and management of PB Holding N.V. All financial liabilities recognized in the Balance Sheet are repayable within one year.
Credit Risk
Credit risk is the risk of financial loss to the Company if a client or counterparty fails to meet its contractual obligations to repay the Company in accordance with agreed terms. Our credit risks arise primarily through our
exposure on investment income receivables from Bovemij N.V. The Company does not provide any credit facilities and is therefore not exposed to associated credit risks.
Impairments
PB Holding N.V. uses the simplified approach to determine lifetime expected credit losses for receivables. This is based on actual credit loss experience over the recent past and future expectations The Company's other receivables are short term and do not contain significant financing components. Additionally, the Company considers the likelihood of default to be low on cash and cash equivalents which are held across highly graded commercial banks (ING Bank N.V. and ABN Amro N.V.). The Company therefore does not recognize Expected Credit Losses ("ECL") against cash and cash equivalents.
Related party transactions
PB Holding N.V. has related party transactions with its shareholders and members of the Management Board:
Merel Investments B.V. is the personal holding company of Mr. H.H van der Kwast, sole member of the Management Board of PB Holding N.V. during 2024. Mr. Van der Kwast indirectly owned 725,000 shares in the capital of PB Holding N.V. from 1 January 2024 until 16 October 2024. During 2024, Merel Investments B.V. invoiced and paid €96.8 thousand for rendered management services in line with the remuneration policy, €24.2 thousand for rendered administrative services approved by former members of the Supervisory Board (Mrs. Sanders and Mr. Nielen), €3.1 thousand for office costs and €329 for a dinner with ER Capital N.V. Separately, on 18 February 2025, Merel Investments B.V. invoiced and was paid an additional €9.7 thousand related to telephone costs, general and administrative costs, IT-costs, and travel and accommodation costs incurred, which were included in the financial statements for 2024.
In addition, former members of the Supervisory Board, Mrs. Sanders and Mr. Nielen, invoiced and were paid €15 thousand each through their respective companies.
The Management Board has reviewed all related party transactions and considers them to have been conducted in the ordinary course of business and at arm's length terms.
Remuneration Management Board and Supervisory Board
In 2024, PB Holding N.V. paid a management fee for the services rendered by its director, Mr. H.H. van der Kwast. The remuneration of the Management Board was adopted at the General Meeting on May 12, 2022. The fixed annual fee amounts to €40,000 (ex VAT) is invoiced quarterly. In deviation of the Remuneration Policy, the Management Board proposed to the General Meeting to increase its remuneration from €40.000 to €80.000 (ex VAT) for the financial year 2024. The proposal was adopted by the General Meeting on 3 December 2024.
Ownership of Shares by the Management, end of the year
2024
2023
Mr. Van der Kwast (via Merel Investments B.V.)
-
725,000
Supervisory Board remuneration (€)
2024
2023
M.E.P Sanders (1 January - 1 September)
15,000
20,000
P.P.M Nielen (1 January - 1 September)
15,000
20,000
Total
30,000
40,000
Subsequent events
On 4 November 2024, the Company announced that the Company had reached a conditional agreement with Nafimij B.V. on an intended recommended public offer for all issued and outstanding shares in the capital of the Company (excluding treasury shares held by the Company) for € 3.00 per share. On 6 January 2025, the Company and Nafimij B.V. announced the launch of the recommended public offer for all issued and outstanding shares. In addition, on 6 January 2025, the Company launched its position statement on the public offer, which was discussed during the General Meeting on 19 February 2025. During the EGM of 19 February 2025, it was resolved that upon settlement of the public offer, Mrs. Klep and Mr. Niessen were appointed to the Supervisory Board, that Mr. Admiraal was appointed sole member of the Management Board and Mr. Van der Kwast resigned from the Management Board. On 4 March 2025, Nafimij B.V. declared the public offer unconditional. The public offer was settled on 7 March 2025.
On 3 March 2025, the Company announced the 575,000 shares held in treasury were cancelled [ingetrokken], and that it had signed a conditional agreement with Handelsbanken to provide PB Holding N.V. a revolving credit facility of € 300 thousand, for which Mont Cervin S.à r.l. had provided a guarantee.
On 26 March 2025, PB Holding N.V. announced the appointment of BDO Audit & Assurance B.V. for the audit of the financial year 2024.
On 31 March 2025, PB Holding N.V. attended a meeting of holders of certificates in the capital of Bovemij N.V. organized by BOVAG. The BOVAG provided the attendees an update on its intention to sell a minority stake in the capital of Bovemij N.V., Project Vaals. The BOVAG has requested interested parties to make Non-Binding Offers before the end of April, 2025 and anticipates to present an offer to certificate holders in due course of 2025. The Management Board, under close supervision of the Supervisory Board, will actively monitor Project Vaals, and where possible, enter into dialogues with relevant stakeholders to optimize its interest in Bovemij N.V.
Rotterdam, 30 April 2025
Management Board
Supervisory Board
T.R.F. Admiraal
S. Klep
J.G.H.M. Niessen
Other Information
Statutory Profit Appropriation
Article 35(1) of the by-laws:
The Management Board shall, with the approval of the Supervisory Board, reserve such amounts from the profit as it deems necessary.
To the extent that the profit is not reserved in accordance with the preceding sentence, it shall be at the disposal of the General Meeting, either wholly or partially, for distribution to the shareholders in proportion to their shareholding. The Company may only make distributions to shareholders and other parties entitled to distributable profits to the extent that its equity exceeds the sum of the paid-up and called-up part of the capital, increased by the reserves required by law to be maintained.
Article 36 of the by-laws:
Article 36.1: Profit distributions are payable four weeks after their adoption, unless the General Meeting, upon proposal by the Management Board, determines another date.
Article 36.2: Profit distributions that are not collected within five years after becoming payable shall revert to the Company.
Article 36.3: Resolutions of the General Meeting to fully or partially release reserves require the approval of the Management Board and the Supervisory Board, without prejudice to the provisions of paragraph 6.
Article 36.4: The Management Board may, with prior approval of the Supervisory Board, declare an interim profit distribution, in accordance with the provisions of Article 2:105 of the Dutch Civil Code.
Article 36.5: The General Meeting may, upon proposal of the Management Board and with the prior approval of the Supervisory Board, resolve that profit distributions on shares be made wholly or partly in the form of shares in the capital of the Company.
Article 36.6: A deficit may only be charged against the reserves prescribed by law to the extent permitted by law.
Independent auditor's reportTo: the shareholders and supervisory board of PB Holding N.V.
Report on the audit of the financial statements 2024 included in the annual reportOur opinion
We have audited the financial statements 2024 of PB Holding N.V. ("the Company") based in Amsterdam.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of PB Holding N.V. as at 31 December 2024 and of its result and its cash flows for 2024 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
the statement of financial position as at 31 December 2024;
the following statements for 2024: the statement of income, the statement of comprehensive income, changes in equity and cash flows; and
the notes comprising material accounting policy information and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.
We are independent of PB Holding N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the 'Wet toezicht accountantsorganisaties' (Wta, Audit firms supervision act), the 'Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten' (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the 'Verordening gedrags- en beroepsregels accountants' (VGBA, Dutch Code of Ethics for Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information in support of our opinionWe designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.