Untitled

NORDIC SHIPHOLDING

NORDIC SHIPHOLDING A/S in

liquidation

ANNUAL REPORT 2022

CVR-no.: 76351716

Address of Nordic Shipholding A/S in liquidation

c/o Gorrissen Federspiel, Axel Towers, Axeltorv 2,

DK-1609 Copenhagen, Denmark

Website: www.nordicshipholding.com

Registered office: Copenhagen, Denmark

Date of adoption of Annual Report 2022 by the General Assembly: 19 April 2023

Name of conductor Signature of conductor

Contents

Management's Review

2022 in brief

1

Group Key Figures 2018-2022

2

Outlook for 2023

3

Financial Review 2022

4

Statutory Corporate Governance Statement

7

Internal Control

8

Corporate Social Responsibility (CSR) and Data Ethics

9

Shareholders Information

10

Management

12

Liquidator’s Statement

13

Independent Auditor’s Report

14

Financial Statements

18

List of Notes

23

Definitions and calculation formulas

38

1

2022 in brief

• The decision has been taken to solvently liquidate the Company and the Group in December

2022 subsequent to disposal of the remaining vessels, Nordic Anne, Nordic Agnetha and

Nordic Amy, to their new owners in February 2022, March 2022 and April 2022, respectively.

The Group’s and the Company’s results are affected by the disposal of the remaining

activities and the ongoing liquidation.

• Please refer to Interim Report H1 2022 announced on 24 August 2022 for the discussion on

the prior activities of the Company. In H2 2022, the financial result was affected by

administration costs and adjustments related to the prior activities of the Group.

• With the commitment and continual support from the majority shareholder of Nordic

Shipholding A/S, Nordic Maritime S.à r.l., the Board of Directors called for an Extraordinary

General Meeting (‘EGM’) on 23 December 2022 to initiate a voluntary solvent liquidation of

the Company. No distribution of funds to the shareholders is anticipated upon completion of

the liquidation.

• To enable the liquidation to be solvent, the majority shareholder has agreed to waive the

necessary part of its loan to the Group. It is expected that the aggregate cash balance of

Nordic Shipholding A/S and its subsidiaries is sufficient to cover the estimated liquidation

expenses and settlement of all creditors other than the main shareholder loan. Any excess

funds will be used to repay the shareholder loan whereafter it has been agreed with the

majority shareholder to waive the remaining debt at that point in time. It is expected that

the liquidation will be finalised by the end of 2023.

• As a consequence of the resolution passed during the EGM on 23 December 2022 to liquidate

the Company by voluntary solvent liquidation, the Board of Directors and the Executive

Board resigned, the Company's name was changed to "Nordic Shipholding

A/S in liquidation", and the Company's signature rule was changed to "The Company shall

be bound by the signature of the liquidator". In addition, Miss Louise Celia Korpela,

Gorrissen Federspiel Advokatpartnerselskab, was appointed as liquidator. For the purpose

of this report, references to ‘Nordic Shipholding A/S’ also refer to ‘Nordic Shipholding A/S in

liquidation’.

• So far, the liquidation is proceeding as planned.

2

Group Key Figures 2018-2022

Amounts in USD thousand 2022 2021 2020 2019 2018

Income statement

Revenue 5,855 21,519 42,319 36,119 32,787

2,908 10,380 27,766 22,498 19,173

EBITDA (82) 42 13,942 6,840 2,036

Operating result (EBIT) 154 (3,899) (12,551) 1,312 (17,801)

Net financials 2,643 (1,864) (3,900) (5,208) (5,971)

Result after tax 2,797 (5,763) (16,451) (3,906) (23,772)

Comprehensive income 2,797 (5,763) (16,451) (3,906) (23,772)

Balance sheet and cashflow data

Invested capital 128 3,114 56,714 85,702 89,605

Net working capital (NWC) 128 3,114 3,623 6,191 5,509

Equity (11,515) (14,312) (8,549) 7,902 11,808

Balance sheet total 4,912 44,011 66,510 98,053 103,887

- - 73 6,220 974

Net interest bearing debt - 39,926 53,652 67,363 68,505

Cash flow from operating activities 3,027 (711) 14,766 3,204 (2,738)

Cash flow for the year 1,949 (2,848) (139) (3,071) 5,288

Financial Ratios

EBITDA margin (%) -1.4% 0.2% 32.9% 18.9% 6.2%

Net result margin (%) 47.8% -26.8% -38.9% -10.8% -72.5%

Equity ratio (%) -234.4% -32.5% -12.9% 8.1% 11.4%

Net working capital/revenue 27.7% 15.7% 11.6% 16.2% 15.5%

Key figures per share

Earnings/(loss) per share USD 0.01 (0.01) (0.04) (0.01) (0.06)

Market price per share DKK, year end 0.06 0.09 0.34 0.54 0.37

Market price per share USD, year end 0.01 0.01 0.06 0.08 0.06

Exchange rate USD/DKK, year end 6.95 6.54 6.09 6.66 6.51

Average number of full time employees 1 1 1 1 1

Number of shares, year end 406,158,403 406,158,403 406,158,403 406,158,403 406,158,403

Time charter equivalent revenue (TCE revenue)

Investments in plant and equipment

3

Outlook for 2023

With the decision to liquidate the Company and the Group in December 2022, the Liquidator will

liquidate the Company and its subsidiaries, which is expected to be finalised by the end of 2023.

All creditors and liquidation costs will be covered by the current cash held by the Company and the

Group, and the solvent liquidation is ensured with the waiver of the majority shareholder loan until

all expenses and creditors are covered. No distribution of funds to the shareholders is anticipated

upon completion of the liquidation.

4

Financial Review 2022

Financial highlights of the Group in 2022 (2021 figures in brackets)

Including a reversal of impairment losses on assets held-for-sale of USD 0.2 million in 2022 (net

impairment losses of USD 2.3 million) and an one-off recognition of finance income, the Group

incurred a net profit of USD 2.8 million in 2022 compared to a loss after tax of USD 5.8 million in

2021.

Revenue generated in 2022 was USD 5.9 million (USD 21.5 million), resulted in a TCE revenue of

USD 2.9 million (USD 10.4 million). EBITDA (earnings before depreciation, impairment,

amortisation, interest and tax) amounted to negative USD 82 thousands (USD 42 thousands) and

after accounting for depreciation and impairment, the Group made a net operating profit of USD

0.2 million (operating loss of USD 3.9 million).

• Revenue

Revenue generated by the vessels in 2022 totalled USD 5.9 million (USD 21.5 million). The

loss of earnings resulting from the sale of the remaining three vessels largely contributed to

the decline in TCE revenue in 2022.

After deduction of voyage expenses, the Group earned TCE revenue of USD 2.9 million (USD

10.4 million) in 2022.

• Voyage expenses

The decline in voyage expenses was in tandem with the loss of earnings from the sale of the

remaining three vessels.

• Operating Costs

Expenses related to the operation of the vessels fell to USD 1.8 million (USD 9.0 million)

mainly due to the sale of the remaining three vessels.

Staff costs amounted to USD 0.2 million (USD 0.3 million) while other external costs decreased

marginally to USD 1.2 million (USD 1.3 million).

• Depreciation and write-downs

A total depreciation of USD NIL (USD 1.6 million) was charged on the Group’s vessels and no

depreciation was recognised in 2022 due to the classification of the remaining three vessels,

Nordic Anne, Nordic Agnetha and Nordic Amy, as assets held-for-sale in June 2021.

The Group recognised a reversal of previously recognised write-downs on assets held-for-sale

of USD 0.2 million in 2022 as certain actual incremental expenses relating to the sale of

vessels were lower than estimated.

In 2021, net impairment losses of USD 2.3 million consist of (i) USD 4.5 million arising from

the classification of Nordic Anne, Nordic Agnetha and Nordic Amy as assets held-for-sale in

June 2021, (ii) additional incremental sale expenses recognised in relation to Nordic Hanne

and Nordic Pia of USD 0.4 million and (iii) a reversal of USD 2.6 million on assets held-for-

sale as the aggregate gross sale price less estimated incremental sale expenses exceeds the

aggregate carrying value of Nordic Anne, Nordic Agnetha and Nordic Amy.

5

• Financial income and expenses

Finance expenses decreased to USD 1.3 million (USD 3.2 million) due mainly to the settlement

of the outstanding external bank loans following the sale of the vessels. An one-off finance

income of USD 4.0 million (USD 1.4 million) representing the reduction of certain loan interest

amounting to USD 3.9 million (USD 1.4 million) was recognised in 2022.

• Tax

The Company’s tax payment is primarily calculated according to the rules and regulations in

Denmark. The Singapore Income Tax Act is applied for the Singapore-incorporated vessel-

owning entities. For further information, please refer to Note 7 in the financial statements.

• Assets

At 31 December 2022, the Group’s balance sheet totalled USD 4.9 million (USD 44.0 million)

comprising mainly of receivables and cash.

Receivables amounted to USD 0.4 million as at 31 December 2022 (USD 4.5 million). The

decrease was primarily due to the partial refund of pool working capital from the pools.

As at 31 December 2022, the Group’s cash balance was USD 4.5 million (USD 2.5 million),

after applying the net sale proceeds towards repayment of bank loans and the partial refund

of pool working capital during the financial year.

• Equity

Equity improved to negative USD 11.5 million (negative USD 14.3 million) due to the net

profit after tax of USD 2.8 million (net loss after tax of USD 5.8 million) recognised in 2022.

• Liabilities

Total liabilities amounted to USD 16.4 million (USD 58.3 million). The Group’s interest-

bearing bank loans, including accrued interest, amounted to USD NIL (USD 42.5 million) as

the external bank loans were fully settled in April 2022. The decrease in the Group’s interest-

bearing bank loans was due to the (i) loan repayments via net proceeds from the sale of

Nordic Anne, Nordic Agnetha and Nordic Amy, internal cash and utilisation of USD 2.3 million

under the banker’s guarantee issued by the majority shareholder of the Company to the

lenders, (ii) reduction of certain loan interest amounting to USD 3.9 million, offset by (iii)

accrual of loan interest.

Loans due to majority shareholder increased by USD 3.3 million to USD 16.1 million (USD

12.8 million) due to the (i) interest accrued on the interest-bearing USD 9.0 million (USD 9.0

million) loans extended to the Group by the majority shareholder in 2018, (ii) the finance

charge accrued on the USD 3.85 million Banker’s Guarantee provided by the majority

shareholder as additional security to the lenders in Q1 2018 and (iii) utilisation of USD 2.3

million under the Banker’s Guarantee for loan repayment to the lenders.

Trade payables amounted to USD 0.3 million at 31 December 2022 (USD 3.0 million). The

decrease was primarily due to the reduced number of vessels deployed in the various pools.

• Cash flows

Cash flow from operations amounted to USD 3.0 million (negative USD 0.7 million) mainly

from the partial refund of pool working capital from the pool.

6

Cash flow from investing activities amounted to USD 35.3 million (USD 14.2 million) due to

the sale of Nordic Anne, Nordic Agnetha and Nordic Amy (sale of Nordic Hanne and Nordic

Pia).

In 2022, cash flow from financing activities amounted to -USD 36.4 million (-USD 16.4 million)

due to loan repayments via the net proceeds from the sale of Nordic Anne, Nordic Agnetha

and Nordic Amy, internal cash and utilisation of USD 2.3 million under the banker’s guarantee

issued by the majority shareholder of the Company to the lenders.

Cash flows for the year thus amounted to USD 1.9 million (USD -2.8 million), bringing the

cash balance at year end to USD 4.5 million (USD 2.5 million).

Financial highlights of the Company (Parent) in 2022 (2021 figures in brackets)

The Company recognised a profit after tax of USD 2.8 million in 2022 (loss after tax of USD 5.8

million). The Company recognised a (i) net impairment loss of USD 0.3 million (impairment loss of

USD 3.8 million) on its investment in subsidiaries and (ii) provision on amount payable to

subsidiaries of USD 4.9 million. As a result, the Company’s equity improved to negative USD 11.5

million (negative USD 14.3 million). At 31 December 2022, the Company’s total assets amounted

to USD 0.6 million (USD 0.1 million) due to write-back of impairment loss for its investment in

certain subsidiaries. The Company’s total liabilities amounted to USD 12.1 million (USD 14.4

million) due to (i) interest accrued on the shareholder’s loan extended by the majority shareholder

of the Company and (ii) additional provision for negative equity in certain subsidiaries, offset by

reduction in payables to subsidiaries.

7

Statutory Corporate Governance Statement

This statutory corporate governance statement covers the financial period 1 January to 31

December 2022.

Corporate Governance

Section 107b of the Danish Financial Statements Act requires Nordic Shipholding A/S to prepare a

statement on corporate governance (The Danish Recommendations on Corporate Governance of

December 2, 2020) for the 2022 financial year. As the Company and the Group are in solvent

liquidation, the Liquidator is responsible for the daily management of the Company and the Group

activities until the solvent liquidation has been finalised. Consequently, the Danish corporate

governance requirements for Danish listed companies are not considered relevant for Nordic

Shipholding A/S in liquidation, hence the Company has decided not to apply the recommendations.

Composition of the Board of Directors

The Company’s Board of Directors and the Executive Board have been replaced by the Liquidator

in connection with the decision to solvently liquidate the Company and the Group in December

2022.

Report on the Gender Distribution in Management, cf. Section 99b of the Danish Financial

Statements Act

With the decision to solvently liquidate the Company and the Group in December 2022, the

Liquidator does not find it relevant to establish any policies or targets concerning Section 99b of

the Danish Financial Statements Act.

Board Committees, including assessment of the performance of the Board of Directors

and management

With the decision to solvently liquidate the Company and the Group in December 2022, the

Liquidator does not find this relevant.

Whistle-blower

This is not considered relevant as the Company and the Group are under solvent liquidation.

8

Internal Control

Control environment

Due to the liquidation, the Company and the Group are managed by the Liquidator, thus the internal

control activities are limited.

9

Corporate Social Responsibility (CSR) and

Data Ethics

With the decision to solvently liquidate the Company and the Group in December 2022, the

Liquidator does not find it relevant to establish any policies or targets concerning Corporate Social

Responsibility and Data Ethics in accordance with the Danish Financial Statement Act Section 99a

and 99d.

10

Shareholders Information

Share data at 31 December 2022

Listed on: NASDAQ Copenhagen

Share capital: DKK 40,615,840

Nominal value: DKK 0.1

Shares issued: 406,158,403 shares

Shares trading on NASDAQ Copenhagen: 406,158,403 shares

(Security ID code: DK0060083996)

Share classes: One

Votes per share: One

Bearer share: Yes

Restriction on voting rights: No

Restricted negotiability: No

For further corporate information please see www.nordicshipholding.com

Movements in the Company’s share price at 31 December 2022

The closing price at year-end 2022 was DKK 0.06, a decrease of 33% compared with year-end

2021 (DKK 0.09).

0

0.05

0.1

0.15

0.2

Jan/22 Apr/22 Jul/22 Oct/22

Nordic Shipholding share price 2022

11

Shareholder structure

At 31 December 2022, Nordic Shipholding A/S had 3,663 registered shareholders.

On 31 December 2022, the following shareholders held more than or equal to 5% of the share

capital and voting rights:

▪ Nordic Maritime S.à r.l., Luxemburg – 76.03%

▪ Nordea Danmark, Filial af Nordea Bank ABP, Finland – 11.03%

Treasury shares

At year-end 2022, Nordic Shipholding A/S held 24,000 treasury shares, corresponding to DKK 2,400

and equivalent to 0.01% of the share capital.

Financial calendar 2023

Annual Report 2022 22 March 2023

General Assembly 19 April 2023

H1 interim report 2023 23 August 2023

12

Management

The Liquidator

The Company is in solvent liquidation and is managed by the Liquidator Louise Celia

Korpela from Gorrissen Federspiel Advokatpartnerselskab.

13

Liquidator’s Statement

I have today considered and approved the Annual Report of Nordic Shipholding A/S in liquidation

for the financial year 1 January – 31 December 2022.

The annual report has been prepared in accordance with International Financial Reporting

Standards as adopted by the EU and additional requirements in the Danish Financial Statements

Act.

In my opinion, the consolidated financial statements and the Company’s financial statements give

a true and fair view of the Group’s and the Company’s financial position at 31 December 2022 and

of their financial performance and their cash flows for the financial year 1 January – 31 December

2022.

Furthermore, in my opinion, the Management’s review (page 1 – 12) gives a true and fair review

of the development in the Group’s and the Company’s operations and financial matters, the results

of the Group and the Company for the year and the financial position as a whole, and describes the

significant risks and uncertainties facing the Group and the Company.

In my opinion, the annual report of Nordic Shipholding A/S in liquidation for the financial year 1

January to 31 December 2022 with the file name NSH-2022-12-31-en.zip is prepared, in all material

respects, in compliance with the ESEF Regulation.

I recommend that the annual report be adopted at the General Assembly.

Copenhagen, 22 March 2023

Louise Celia Korpela

The Liquidator

14

Independent Auditor’s Report

To the shareholders of Nordic Shipholding A/S in liquidation

Report on the audit of the financial statements

Our opinion

In our opinion, the Consolidated Financial Statements and the Parent Company Financial

Statements give a true and fair view of the Group’s and the Parent Company’s financial position at

31 December 2022 and of the results of the Group’s and the Parent Company’s operations and cash

flows for the financial year 1 January to 31 December 2022 in accordance with International

Financial Reporting Standards as adopted by the EU and further requirements in the Danish

Financial Statements Act.

Our opinion is consistent with our Auditor’s Long-form Report to the Liquidator.

What we have audited

The Consolidated Financial Statements and Parent Company Financial Statements of Nordic

Shipholding A/S for the financial year 1 January to 31 December 2022 comprise statement of

comprehensive income, statement of financial position, statement of changes in equity, statement

of cash flows and notes, including summary of accounting policies for the Group as well as for the

Parent Company. Collectively referred to as the “Financial Statements“.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and the

additional requirements applicable in Denmark. Our responsibilities under those standards and

requirements are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the

additional ethical requirements applicable in Denmark. We have also fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code.

To the best of our knowledge and belief, prohibited non-audit services referred to in Article 5(1) of

Regulation (EU) No 537/2014 were not provided.

Appointment

We were first appointed auditors Nordic Shipholding A/S on 20 April 2012 for the financial year

2012. We have been reappointed annually by shareholder resolution for a total period of

uninterrupted engagement of eleven years including the financial year 2022. We were reappointed

following a tendering procedure at the General Meeting on 26 April 2022.

Emphasis of matter - Solvent liquidation basis of the Company and the Group

The Liquidator is in the process of a solvent liquidation of the Company and the Group. As stated

in Note 0, the solvent liquidation of the Company and the Group is ensured by the waiver of the

majority shareholder’s loans to the Group until all creditors and liquidation expenses are covered.

The liquidator expects the current cash balance in the Group to be sufficient to cover all the

estimated liquidation expenses and thereby ensuring the basis for a solvent liquidation of the

Company and the Group.

Our opinions are not modified in respect of this matter.

15

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance

in our audit of the financial statements for 2022. Except for the matter described in the section

Emphasis of matter - Solvent liquidation basis for the Company and the Group, we have determined

that there are no other key audit matters to communicate in our report.

Statement on Management’s Review

The Liquidator is responsible for the Management’s Review.

Our opinion on the Financial Statements does not cover the Management’s Review, and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read Management’s

review and, in doing so, consider whether the Management’s review is materially inconsistent with

the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated.

Moreover, we considered whether Management’s Review includes the disclosures required by the

Danish Financial Statements Act.

Based on the work we have performed, in our view, the Management’s Review is in accordance

with the Consolidated Financial Statements and the Parent Company Financial Statements and has

been prepared in accordance with the requirements of the Danish Financial Statements Act. We did

not identify any material misstatement in the Management’s Review.

Liquidator’s responsibilities for the financial statements

The Liquidator is responsible for the preparation of consolidated financial statements and parent

company financial statements that give a true and fair view in accordance with International

Financial Reporting Standards as adopted by the EU and further requirements in the Danish

Financial Statements Act, and for such internal control as the Liquidator determines is necessary

to enable the preparation of financial statements that are free from material misstatement, whether

due to fraud or error.

In preparing the Financial Statements, the Liquidator is responsible for assessing the Group’s and

the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting policies taking into

account, the liquidation in progress.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs and the additional requirements

applicable in Denmark will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of

these Financial Statements.

As part of an audit in accordance with ISAs and the additional requirements applicable in Denmark,

we exercise professional judgement and maintain professional scepticism throughout the audit. We

also:

• Identify and assess the risks of material misstatement of the Financial Statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from

16

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s and the Parent Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the Liquidator.

• Conclude on the appropriateness of the Liquidator’s use of the going concern basis of accounting

and based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Group’s and the Parent Company’s

ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor’s report to the related disclosures in the Financial

Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Group or the Parent Company to cease to continue as a

going concern.

• Evaluate the overall presentation, structure and content of the Financial Statements, including

the disclosures, and whether the Financial Statements represent the underlying transactions

and events in a manner that gives a true and fair view.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities

or business activities within the Group to express an opinion on the Consolidated Financial

Statements. We are responsible for the direction, supervision and performance of the group

audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence and,

where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the Financial Statements of the current period and

are therefore the key audit matters. We describe these matters in our auditor’s report unless law

or regulation precludes public disclosure about the matter.

Report on compliance with the ESEF Regulation

As part of our audit of the financial statements we performed procedures to express an opinion on

whether the annual report of Nordic Shipholding A/S for the financial year 1 January to 31 December

2022 with the filename NSH-2022-12-31-en.zip is prepared, in all material respects, in compliance

with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic

Format (ESEF Regulation) which includes requirements related to the preparation of the annual

report in XHTML format and iXBRL tagging of the Consolidated Financial Statements including notes.

The Liquidator is responsible for preparing an annual report that complies with the ESEF Regulation.

This responsibility includes:

• The preparing of the Annual Report in XHTML format;

• The selection and application of appropriate iXBRL tags, including extensions to the ESEF

taxonomy and the anchoring thereof to elements in the taxonomy, for all financial information

required to be tagged using judgement where necessary;

17

• Ensuring consistency between iXBRL tagged data and the Consolidated Financial Statements

presented in human-readable format; and

• For such internal control as Management determines necessary to enable the preparation of an

annual report that is compliant with the ESEF Regulation.

Our responsibility is to obtain reasonable assurance on whether the annual report is prepared, in

all material respects, in compliance with the ESEF Regulation based on the evidence we have

obtained, and to issue a report that includes our opinion. The nature, timing and extent of

procedures selected depend on the auditor’s judgement, including the assessment of the risks of

material departures from the requirements set out in the ESEF Regulation, whether due to fraud

or error. The procedures include:

• Testing whether the Annual Report is prepared in XHTML format;

• Obtaining an understanding of the Company’s iXBRL tagging process and of internal control

over the tagging process;

• Evaluating the completeness of the iXBRL tagging of the Consolidated Financial Statements

including notes;

• Evaluating the appropriateness of the Company’s use of iXBRL elements selected from the ESEF

taxonomy and the creation of extension elements where no suitable element in the ESEF

taxonomy has been identified;

• Evaluating the use of anchoring of extension elements to elements in the ESEF taxonomy; and

• Reconciling the iXBRL tagged data with the audited Consolidated Financial Statements including

notes.

In our opinion, the Annual Report of Nordic Shipholding A/S for the financial year 1 January to

31 December 2022 with the file name NSH-2022-12-31-en.zip is prepared, in all material

respects, in compliance with the ESEF Regulation.

Hellerup, 22 March 2023

PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

CVR no 3377 1231

Bo Schou-Jacobsen

Jacob Brinch

State Authorised Public Accountant

mne28703

mne35447

18

Note Amounts in USD thousand 2022 2021 2022 2021

Total revenue - - 5,855 21,519

Voyage related expenses - - (2,947) (11,139)

Time charter equivalent revenue (TCE revenue) - - 2,908 10,380

Other income - - 215 292

Expenses related to the operation of vessels - - (1,829) (8,978)

2 Staff costs (215) (303) (215) (303)

3 Other external costs (953) (1,050) (1,161) (1,349)

Earnings before depreciation (EBITDA) (1,168) (1,353) (82) 42

Depreciation - - - (1,601)

Write-down on vessels - - - (4,496)

Write-back on asset held-for-sale - - 236 2,156

Operating result (EBIT) (1,168) (1,353) 154 (3,899)

4 Write-down on investments, net (328) (3,816) - -

5 Financial income 4,932 - 3,991 1,380

6 Financial expenses (639) (594) (1,348) (3,244)

Result before tax 2,797 (5,763) 2,797 (5,763)

7 Tax on result - - - -

Result after tax 2,797 (5,763) 2,797 (5,763)

Total comprehensive income 2,797 (5,763) 2,797 (5,763)

8

Earnings per share (EPS) (USD) 0.01 (0.01)

Diluted earnings per share (USD) 0.01 (0.01)

Financial Statements

Statement of comprehensive income for the period

1 January - 31 December

Company

Group

19

For information about treasury shares and share capital, please refer to Note 16.

Note Amounts in USD thousand 2022 2021 2022 2021

Non-current assets

Vessels and docking - - - -

Tangible assets - - - -

9 Investment in subsidiaries - - - -

Financial assets - - - -

Total non-current assets - - - -

Current assets

Bunkers - - - 1,624

10 Trade receivables - - 219 3,564

11 Other receivables 23 44 204 949

Total bunkers and receivables 23 44 423 6,137

12 Cash & cash equivalents 43 82 4,489 2,540

9 Investment in subsidiaries 539 - - -

Asset held-for-sale - - - 35,334

Total current assets 605 126 4,912 44,011

Total assets 605 126 4,912 44,011

Equity

16 Share capital 7,437 7,437 7,437 7,437

Retained earnings (18,952) (21,749) (18,952) (21,749)

Equity, parent company (11,515) (14,312) (11,515) (14,312)

Equity, non-controlling interests - - - -

Total equity (11,515) (14,312) (11,515) (14,312)

Liabilities

Finance loans, etc. - - - 42,466

13 Loans from majority shareholder 8,284 7,645 16,093 12,795

14 Trade payables 180 147 295 3,023

Payables to subsidiaries - 3,857 - -

15 Provision for negative equity in subsidiaries 3,619 2,752 - -

Corporation tax 37 37 39 39

Total current liabilities 12,120 14,438 16,427 58,323

Total liabilities 12,120 14,438 16,427 58,323

Liabilities and equity 605 126 4,912 44,011

Company

Group

Statement of financial position

20

Amounts in USD thousand

Share capital

Retained

earnings

Total equity

Shareholders' equity at 1 January 2022 7,437 (21,749) (14,312)

Result for the year -

2,797 2,797

Total comprehensive income - 2,797 2,797

Shareholders' equity at 31 December 2022 7,437 (18,952) (11,515)

Shareholders' equity at 1 January 2021 7,437 (15,986) (8,549)

Result for the year -

(5,763) (5,763)

Total comprehensive income - (5,763) (5,763)

Shareholders' equity at 31 December 2021 7,437 (21,749) (14,312)

Statement of changes in equity

- Company

Amounts in USD thousand

Share

capital

Retained

earnings

Equity

parent

company

Equity

group

Shareholders' equity at 1 January 2022

7,437 (21,749) (14,312) (14,312)

Result for the year - 2,797 2,797 2,797

Total comprehensive income - 2,797 2,797 2,797

Shareholders' equity at 31 December 2022 7,437 (18,952) (11,515) (11,515)

Shareholders' equity at 1 January 2021

7,437 (15,986) (8,549) (8,549)

Result for the year

- (5,763) (5,763) (5,763)

Total comprehensive income - (5,763) (5,763) (5,763)

Shareholders' equity at 31 December 2021 7,437 (21,749) (14,312) (14,312)

Statement of changes in equity

- Group

21

Note Amounts in USD thousand 2022 2021 2022 2021

Operating result (EBIT) (1,168) (1,353) 154 (3,899)

Depreciation and (write-back)/write-downs - - (236) 3,941

Non-cash financial expenses - (4) (28) (37)

Changes in inventories - - 1,624 133

Changes in receivables 21 36 4,090 1,761

Changes in liabilities 33 (93) (2,429) (1,803)

Paid financial expenses - - (148) (807)

Paid corporate tax expense - - - -

Cash flow from operating activities (1,114) (1,414) 3,027 (711)

Net proceeds from sale of assets held-for-sale - - 35,334 14,234

Cash flow from investment activities - - 35,334 14,234

Increase in payables to subsidiaries 1,075 1,419 - -

13

Utilisation of banker's guarantee provided by majority shareholder

- - 2,312 -

Repayment of finance loans - - (38,724) (16,371)

Cash flow from financing activities 1,075 1,419 (36,412) (16,371)

Cash flows for the year (39) 5 1,949 (2,848)

Cash and cash equivalents as of 1 January 82 77 2,540 5,388

Cash and cash equivalents at the end of the year 43 82 4,489 2,540

Company

Group

Statement of cash flows

1 January - 31 December

22

Reconciliation of liabilities arising from financing activities:

Amounts in USD thousand

Payables to

subsidiaries

Loans from

majority

shareholder

1 January 2022 3,857 7,645

Proceeds from borrowings 1,075 -

Non-cash change:

Interest expense - 639

Reduction in payable to subsidiaries (4,932) -

31 December 2022 - 8,284

1 January 2021 2,438 7,055

Proceeds from borrowings 1,419 -

Non-cash change:

Interest expense - 590

31 December 2021 3,857 7,645

Statement of cash flows

1 January - 31 December (cont'd)

Company

Amounts in USD thousand

Finance loans

Loans from

majority

shareholder

1 January 2022 42,466 12,795

Principal payments (38,724) -

Interest payments (148) -

Utilisation of banker's guarantee provided by majority shareholder - 2,312

Non-cash changes:

Interest expense 335 986

Reduction of bank loan interest (3,929) -

31 December 2022 - 16,093

1 January 2021 59,040 11,572

Principal payments (16,371) -

Interest payments (807) -

Non-cash changes:

Interest expense 1,984 1,223

Reduction of bank loan interest (1,380) -

31 December 2021 42,466 12,795

Group

23

List of Notes

Note 0

Liquidation basis

Note 1

Accounting policies

Note 2

Staff costs

Note 3

Auditor fee

Note 4

Write-down on investments, net

Note 5

Financial income

Note 6

Financial expenses

Note 7

Tax for the year

Note 8

Earnings per share

Note 9

Investment in subsidiaries

Note 10

Trade receivables

Note 11

Other receivables

Note 12

Financial risks and financial instruments

Note 13

Loans from majority shareholder

Note 14

Trade payables

Note 15

Provision for negative equity in subsidiaries

Note 16

Share capital

Note 17

Related party transactions

24

0. Liquidation basis

With the commitment and continual support from the majority shareholder of Nordic Shipholding

A/S, Nordic Maritime S.à r.l., the Board of Directors called for an EGM on 23 December 2022 to

initiate a voluntary solvent liquidation of the Company. No distribution of funds to the shareholders

is anticipated upon completion of the liquidation.

To enable the liquidation to be solvent, the majority shareholder has agreed to waive the necessary

part of its loan to the Group, under the following conditions: (i) the debt forgiveness will not be

taxable for the Company and the Group, and (ii) no significant claims, which the Company and the

Group are not aware of at 1 December 2022, are being raised against the majority shareholder. It

is expected that the aggregate cash balance of Nordic Shipholding A/S and its subsidiaries is

sufficient to cover the estimated liquidation expenses and settlement of all creditors other than the

main shareholder loan. Any excess funds will be used to repay the shareholder loan whereafter it

has been agreed with the majority shareholder to waive the remaining debt at that point in time.

It is expected that the liquidation will be finalised by the end of 2023.

As a consequence of the resolution passed during the EGM on 23 December 2022 to liquidate the

Company by voluntary solvent liquidation, the Board of Directors and the Executive Board resigned,

the Company's name was changed to "Nordic Shipholding A/S in liquidation", and the Company's

signature rule was changed to "The Company shall be bound by the signature of the liquidator". In

addition, Miss Louise Celia Korpela, Gorrissen Federspiel Advokatpartnerselskab, was appointed as

liquidator.

Hence, the Financial Statements for 2022 have been prepared on a liquidation basis.

1. Accounting policies

Basis of preparation

The annual report of Nordic Shipholding A/S which includes the Consolidated Financial Statements

and the Parent Company Financial Statements, has been prepared in accordance with International

Financial Reporting Standards (IFRS) as adopted by the EU and additional requirements in the

Danish Financial Statements Act. The accounting policies are consistent with those applied to the

annual report for 2021. As discussed in Note 0, the Financial Statements are prepared on a

liquidation basis. Application of a liquidation basis has the following impact on the accounting

policies and disclosures in the financial statements:

• In the balance sheet, no distinction is made between current and non-current assets and

liabilities.

• Financial liabilities are measured at their nominal amount irrespective of any debt

modifications upon entering into liquidation.

• The accounting policies comprise only those balance sheets items which exist as of 31

December 2022 and other accounting policies which are considered necessary for the

creditors to assess the financial position of the entity as of 31 December 2022.

• Note disclosures provide only information considered necessary for the creditors to assess

the financial position of the entity as of 31 December 2022.

25

Adoption of new and amended IFRSs

Based on an assessment of new or amended and revised accounting standards and interpretations

(‘IFRSs’) issued by IASB and IFRSs endorsed by the European Union effective on or after 1 January

2022, it has been assessed that the application of these new IFRSs has not had a material impact

on the consolidated financial statements in 2022, and management does not anticipate any

significant impact on future periods from the adoption of these new IFRSs.

Consolidated Financial Statements

The Consolidated Financial Statements include Nordic Shipholding A/S (Company) and the

enterprises (subsidiaries) which are controlled by the Company. Control is presumed to exist when

the Group is exposed to, or has rights to, variable returns from its involvement with the entity and

has the ability to affect these returns through its power over the entity.

Basis of consolidation

The Consolidated Financial Statements have been prepared on the basis of the accounts of Nordic

Shipholding A/S and its subsidiaries and joint operations. The Consolidated Financial Statements

have been prepared by adding together items of a uniform nature.

Foreign currency translation

The functional and presentation currency of the Company is USD.

On initial recognition, transactions in currencies other than the functional currency of each

enterprise are translated using the exchange rate at the date of the transaction.

Receivables, payables and other monetary items in foreign currencies, which have not been settled

at the balance sheet date, are translated using the rate of exchange at the balance sheet date. Any

exchange differences arising between the rate of exchange at the date of the transaction and the

rate of exchange at the date of payment and the balance sheet date, respectively, are recognised

in the income statement as financial income and expenses.

Vessels and docking, inventories and other non-monetary assets purchased in foreign currencies

and measured using historical costs are translated using the rate of exchange at the date of the

transaction. Non-monetary items that are revalued at fair value are translated using the rate of

exchange at the date of the revaluation.

Upon recognition in the consolidated financial statements of enterprises with functional currencies

other than USD, the income statements are translated at the average exchange rates for the

respective months. Balance sheet items are translated using the exchange rates ruling at the

balance sheet date. Exchange differences arising from translation of balance sheet items at the

beginning of the year at the rates of exchange at the balance sheet date and from translation of

income statements from average rates of exchange to the rates of exchange at the balance sheet

date are recognised as other comprehensive income. Correspondingly, exchange differences arising

from changes made directly in the equity of these enterprises are also recognised as other

comprehensive income.

26

Statement of comprehensive income

Revenue recognition

The Group generated its revenue primarily through pool arrangements.

Total pool revenue was generated from each vessel participating in the pool. The pool measures

revenue based on the contractual rates and the duration of each voyage, and revenue was

recognised in the income statement upon delivery of service (percentage of completion). The

percentage of completion was determined using the load-to-discharge method based on the

percentage of the estimated duration of the voyage completed at the reporting date. According to

this method, freight income and related costs are recognised in the income statement according to

the entered charter parties from the vessel’s load date to the delivery of the cargo (discharge). The

voyage begins on the date when the cargo was loaded, and the voyage ends at the date of the next

discharge (load to discharge).

For pool arrangements where the vessel enters the pool via a time charterparty, the vessel company

recognises its net interests for its vessels in the pool. For pool agreements, which qualify as joint

operation, investments in the joint operations were recognised and measured in the Consolidated

Financial Statements pro rata with the Group’s ownership interest and presented on a line-by-line

basis in the consolidated financial statements. The proportionate share of the results of the entities

after elimination of unrealised proportionate intercompany profits and losses was recognised in the

income statement. The proportionate share of all transactions and events recognised directly in the

other comprehensive income and equity of the joint operations was also recognised as such in

Group equity.

Voyage expenses

These are expenses related to Nordic Shipholding A/S’ vessels managed in a pool. Voyage expenses

consist mainly of bunkers, port expenses and commissions. Voyage expenses were recognised as

incurred on a load-to-discharge basis.

Operating expenses

Operating expenses include costs relating to the operation and maintenance of vessels, including

costs relating to crew. Operating expenses were recognised as incurred.

Staff costs

Staff costs comprise directors’ fees, wages and salaries and social security costs and were

recognised as incurred.

Other external costs

Other external costs comprise administrative expenses.

Financial income and expenses, net

Financial income and expenses include interest income and interest expenses, realised and

unrealised exchange differences, and modification gain or loss. Interest income and expenses are

accrued on the basis of the principal and the effective interest rate. The effective interest rate is

the discount rate that is used to discount expected future payments related to the financial asset

or the financial liability in order for the present value of such asset or liability to match its carrying

amount. When a financial liability measured at amortised cost is modified without resulting in

derecognition, a gain or loss is recognised in the profit or loss. The gain or loss is calculated as the

difference between the original contractual cash flows and the modified cash flows discounted at

the original effective interest rate.

27

Tax

Current income tax for current and prior periods is recognised at the amount expected to be paid

to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted

or substantially enacted by the financial year end.

No provision is made for taxation on qualifying shipping income derived from the operation of the

Group’s vessels held by Singapore-incorporated entities which is exempt from taxation under

Section 13A of the Singapore Income Tax Act. The Singapore-incorporated entities are subject to

tax on its non-tax exempt income such as interest income at the prevailing corporate tax rate, after

adjusting for allowable expenses.

Deferred tax assets are recognised to the extent that it is probable that they can be utilised against

future taxable income.

Earnings per share and diluted earnings per share

Earnings per share is calculated as the profit or loss for the year compared to the weighted average

of the issued shares in the financial year. The basis for the calculation of diluted earnings per share

is the weighted average number of shares in the financial year.

Statement of financial position

Receivables

Receivables comprise trade and other receivables. The Group applied the simplified approach

permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial

recognition of the receivables.

Loans from majority shareholder

Loans from majority shareholder are presented as current liabilities due to the liquidation. The

loans are measured at their nominal amount.

Trade and other payables

Other financial liabilities comprise trade payables and other payables to public authorities, etc.

Other financial liabilities are measured at their nominal amount.

Cash Flow Statement

The Consolidated and Company Cash Flow Statements are presented using the indirect method and

show cash flow from operating, investing and financing activities as well as cash and cash

equivalents at the beginning and end of the year.

Cash flow from operating activities is stated as the operating profit or loss, adjusted for non-cash

operating items and changes in working capital, less financial expenses paid attributable to

operating activities.

Cash flow from investing activities includes payments in connection with the acquisition and

divestment of enterprises and financial assets and the acquisition, development, improvement and

sale, etc. of vessels and docking.

Cash flow from acquisition and divestment of enterprises is shown separately under cash flow from

investing activities. Cash flow from acquired enterprises is recognised in the cash flow statement

from the time of their acquisition, and cash flow from divested enterprises is recognised up to the

time of sale.

28

Cash flow from financing activities comprises changes in the Company’s share capital and related

costs as well as raising and repayment of loans, instalments on interest bearing debt, acquisition

of treasury shares and payment of dividend.

Cash flows in other currencies than the functional currency are recognised in the cash flow

statement using average exchange rates for the respective months, unless these deviate materially

from the actual exchange rates ruling at the dates of the transactions. If so, the actual exchange

rates are used.

Cash and cash equivalents comprise cash at bank and cash held by the master of the respective

vessels.

Supplementary accounting policies for the Company

Investments in subsidiaries in the financial statements of the Company

Investments in subsidiaries are measured at cost. If the cost price exceeds the recoverable amount

of the investment, it is written down to this lower amount. The recoverable amount is defined as

the higher of the fair value of the subsidiary less costs of sale and the value in use. In assessing

value in use, the estimated future cash flows are discounted to their present value using a discount

rate that reflects current market assessments of the time value of money, the risks specific to the

enterprise in question for which the estimates of future cash flows have not been adjusted.

Dividends received from subsidiaries are recognised in the income statement.

The conversion of intercompany debt owed by its subsidiaries is measured at carrying amount.

2. Staff costs

^ The average number excludes the CEO of the Company.

Nordic Shipholding A/S entered into a corporate management agreement with Transport Capital

Pte. Ltd. (‘Transport Capital’) for the day to day management and operation of the Company and

the Group. As part of the corporate management agreement, Transport Capital provided a CEO for

the Company. The CEO’s remuneration for his role in Nordic Shipholding A/S was estimated to be

USD 0.2 million (2021: USD 0.3 million) and was compensated from the fee under the corporate

management agreement.

Refer to Note 16 for related party transactions for the fees paid to Transport Capital Pte. Ltd., the

corporate manager for the Group, during the financial year.

Amounts in USD thousand 2022 2021

Staff costs

Wages and salaries (215) (303)

Total staff costs (215) (303)

Of which:

Board of Directors:

Remuneration to the Board of Directors (34) (83)

Average number of full-time employees^ 1 1

Company and Group

29

3. Auditor fee

The above is for the corporate auditor, PricewaterhouseCoopers Statsautoriseret

Revisionspartnerselskab. The figures include fees for statutory audits in Singapore.

Fees for services other than statutory audits provided by PricewaterhouseCoopers Statsautoriseret

Revisionspartnerselskab to the Group consists of assistance with XBRL reporting, and other general

financial reporting and tax consultancy services.

4. Write-down on investments, net

5. Financial income

As the Company is in solvent liquidation and does not have the ability to repay the payables to its

subsidiaries, the Company made a reduction for the amount payable to subsidiaries in 2022.

In 2022 and 2021, there was a reduction of certain loan interest following the application of

proceeds from sale of the vessels (2022: Nordic Anne, Nordic Agnetha and Nordic Amy; 2021:

Nordic Hanne and Nordic Pia) towards prepayment of the underlying bank loans.

6. Financial expenses

Amounts in USD thousand 2022 2021 2022 2021

Statutory audit of annual accounts (139) (117) (173) (171)

Tax advices (53) (64) (88) (81)

Other assistance (6) (7) (6) (7)

Total fees (198) (188) (267) (259)

Company

Group

Amounts in USD thousand 2022 2021

Write-back/(write-down) on investments in subsidiaries 539 (1,064)

Provision for negative equity in subsidiaries (867) (2,752)

Total write-down on investments in subsidiaries, net (328) (3,816)

Company

Amounts in USD thousand 2022 2021 2022 2021

Interest income on bank balances - - 62 -

Reduction of bank loan interest - - 3,929 1,380

Reduction in payable to subsidiaries 4,932 - - -

Total financial income 4,932 - 3,991 1,380

Company

Group

Amounts in USD thousand 2022 2021 2022 2021

Financial expenses to bank - - (25) (25)

Interest on finance loans - - (335) (1,984)

Interest on loans from majority shareholder (639) (590) (882) (833)

Finance charge on banker's guarantee provided by majority

shareholder to lenders

- - (104) (390)

Expenses from exchange rate adjustments - (4) (2) (12)

Total financial expenses (639) (594) (1,348) (3,244)

Total net financial income and expenses 4,293 (594) 2,643 (1,864)

Company

Group

30

7. Tax for the year

No deferred tax has been recognised in other comprehensive income.

The Company and the Group have deferred tax assets, which have not been recognised due to the

liquidation of the Company and the Group.

There are no unrecognised tax liabilities associated with investments in foreign subsidiaries in 2022

and 2021.

8. Earnings per share

Amounts in USD thousand 2022 2021 2022 2021

Current tax expense - - - -

Tax for the year recognised in the income statement - - - -

Result before tax 2,797 (5,763) 2,797 (5,763)

- of which subject to tonnage taxation or other schemes - - (4,604) 3,816

Adjusted result before tax 2,797 (5,763) (1,807) (1,947)

Calculated tax at 22.0% (2021: 22.0%) 615 (1,268) (398) (428)

Net write-down on investments not subject to tax 72 840 - -

Provision on amount payable to subsidiaries (1,085) - - -

Tax assets not recognised 398 428 398 428

(615) 1,268 398 428

Company

Group

Amounts in USD thousand 2022 2021

Earnings per share (EPS)

Profit/(loss) for the Company's shareholders 2,797 (5,763)

Number of shares used in calculation of earnings per share:

Weighted average number of outstanding shares 406,158,403 406,158,403

Number of treasury shares (24,000) (24,000)

Number of shares used in calculation 406,134,403 406,134,403

Earnings per share (USD) 0.01 (0.01)

Group

31

9. Investment in subsidiaries

10. Trade receivables

The carrying amount corresponds to the fair value of the receivables.

Historically, the Group has only minor losses on trade receivables and the implementation of IFRS

9 has no material effect on the provision matrix for trade receivables.

Non-current assets

Amounts in USD thousand 2022 2021

Cost at 1 January 49,764 49,764

Additions during the year - -

Cost at 31 December 49,764 49,764

Write-down at 1 January (49,764) (48,700)

Write-down during the year - (1,064)

Write-down at 31 December (49,764) (49,764)

Carrying amount at 31 December - -

Current assets

Write-back at 1 January - -

Write-back during the year 539 -

Write-back at 31 December 539 -

Carrying amount at 31 December 539 -

Company

Company summary Primary operations Domicile

Owner-

ship %

Voting

right %

Subsidiaries for Nordic Shipholding A/S

Nordic Shipholding Singapore Pte. Ltd.

Investment holding company

Singapore 100 100

Subsidiaries for Nordic Shipholding Singapore Pte. Ltd.

Nordic Agnetha Pte. Ltd. Shipowning company Singapore 100 100

Nordic Amy Pte. Ltd. Shipowning company Singapore 100 100

Nordic Anne Pte. Ltd. Shipowning company Singapore 100 100

Nordic Hanne Pte. Ltd. Shipowning company Singapore 100 100

Nordic Pia Pte. Ltd. Shipowning company Singapore 100 100

Amounts in USD thousand 2022 2021 2022 2021

Receivables from freight - - - 1,262

Working capital with pools - - 219 2,302

Total trade receivables - - 219 3,564

Company

Group

32

11. Other receivables

The carrying amount corresponds to the fair value of the receivables.

12. Financial risks and financial instruments

Foreign exchange, interest rate and credit risks and application of financial instruments

Currency risks

The Group and the Company were mildly sensitive to exchange rate fluctuations as earnings and

costs are primarily denominated in USD. No financial hedges have been made for the DKK, EUR

and SGD exposure in 2022 and 2021. The Group's policy is to review the currency exposure and

hedge the risk if this is significant. The sensitivity towards changes in exchange rates is

approximately USD 0 million for each percentage change in USD towards DKK, EUR and SGD

combined (2021: USD 0 million).

Date of revaluation/maturity – Group and Company

The Group’s and Company’s fixed-rate interest-bearing loans from the majority shareholder do not

expose them to interest rate risks. The Group’s and Company’s floating-rate interest-bearing

financial assets and liabilities expose them to interest rate risks. In respect of the Group’s and

Company’s financial assets and liabilities, the following contractual dates of reassessment and

maturity, whichever is earlier, are listed below.

^ excludes interest

Amounts in USD thousand 2022 2021 2022 2021

Pre-payments and deposits 16 39 16 195

Other receivables 7 5 188 754

Total other receivables 23 44 204 949

Company

Group

Amounts in USD thousand 2022 2021 2022 2021

Trade receivables - - 219 3,564

Other receivables 23 44 204 949

Cash and cash equivalents 43 82 4,489 2,540

Financial assets measured at amortised cost 66 126 4,912 7,053

Finance loans - - - 42,466

Loans from majority shareholder 8,284 7,645 16,093 12,795

Trade payables 180 147 295 3,023

Financial liabilities measured at amortised cost 8,464 7,792 16,388 58,284

Company

Group

Amounts in USD thousand

31.12.2022

Within 1

year

Between 1-

5 years

After 5

years

Total

Cash and cash equivalents 43 - - 43

Loans from majority shareholder, fixed rate^ (8,284) - - (8,284)

Total (8,241) - - (8,241)

31.12.2021

Cash and cash equivalents 82 - - 82

Loans from majority shareholder, fixed rate^ (7,645) - - (7,645)

Total (7,563) - - (7,563)

Company

33

# excludes interest and finance charge on banker’s guarantee

^^ excludes interest

Liquidity Risks

The Group monitors its cash flow situation carefully to ensure it has adequate liquidity for its

estimated liquidation expenses and settlement of all creditors other than the main shareholder loan.

Prior to the full repayment of its bank loans in April 2022, the Group needed to comply with

minimum liquidity levels. Hence, the Group needed to monitor its liquidity carefully to ensure that

it had sufficient liquidity to repay its scheduled interest payments and meet expected operational

expenses. The Group's and Company's cash resources consist of cash, which was placed with a

leading Nordic bank with good creditworthiness.

The bank loans were fully repaid in April 2022 via net proceeds from the sale of Nordic Anne, Nordic

Agnetha and Nordic Amy, internal cash and utilisation of USD 2.3 million under the banker’s

guarantee issued by the majority shareholder of the Company to the lenders.

Credit risks

It was the Group's policy to cooperate with recognised pool partners and only grant credit to oil

majors and other first class customers in order to minimise credit risks. As such, the Group’s credit

risk relates to receivables from these first class customers and oil majors from pool arrangements

contracted with recognised business partners in the product tanker segment.

The credit risk is deemed to be minimal and consequently, receivables are not hedged. The Group’s

maximum credit risk associated with receivables corresponds to their carrying amounts.

Amounts in USD thousand

31.12.2022

Within 1

year

Between 1-

5 years

After 5

years

Total

Cash and cash equivalents 4,489 - - 4,489

Loans from majority shareholder, fixed rate

#

(13,596) - - (13,596)

Total (9,107) - - (9,107)

31.12.2021

Cash and cash equivalents 2,540 - - 2,540

Finance loans, floating rate^^ (42,694) - - (42,694)

Loans from majority shareholder, fixed rate

#

(10,645) - - (10,645)

Total (50,799) - - (50,799)

Group

Cash resources consist of the following:

Amounts in USD thousand 2022 2021 2022 2021

Cash and cash equivalents 43 82 4,489 2,540

Total 43 82 4,489 2,540

Company

Group

34

There is no provision of doubtful debts in 2022 and 2021.

Amounts in USD thousand

2022

Within 1

year

Between 1-

5 years

After 5

years

Total

Non-derivative financial assets

Other receivables 23 - - 23

Total 23 - - 23

2021

Non-derivative financial assets

Other receivables 44 - - 44

Total 44 - - 44

Company

Amounts in USD thousand

2022

Within 1

year

Between 1-

5 years

After 5

years

Total

Non-derivative financial assets

Trade receivables 219 - - 219

Other receivables 204 - - 204

Total 423 - - 423

2021

Non-derivative financial assets

Trade receivables 3,564 - - 3,564

Other receivables 949 - - 949

Total 4,513 - - 4,513

Group

35

13. Loans from majority shareholder

Any excess funds after payment of all liquidation expenses and settlement of all creditors will be

used to repay the shareholder loan whereafter it has been agreed with the majority shareholder to

waive the remaining debt at that point in time. Hence, the fair value of the loans from majority

shareholder is expected to be equal to the residual cash balance after the liquidation, i.e. leaving

no proceeds to the shareholders.

14. Trade payables

The carrying amount corresponds to the fair value of the liabilities.

15. Provision for negative equity in subsidiaries

The Company made an additional provision for negative equity in certain subsidiaries in 2022 as

the accumulated losses incurred by these subsidiaries exceeded the carrying value of the

investment in subsidiaries as at 31 December 2022 and the provision is recognised to ensure that

all obligations are met.

Amounts in USD thousands 2022 2021 2022 2021

Loans from majority shareholder

Current liabilities 8,284 7,645 16,093 12,795

8,284 7,645 16,093 12,795

At 31 December, the Company and the Group had the following loans:

Currency

Fixed/

floating

2022 2021 2022 2021

Loans from shareholder (USD) Fixed 8,284 7,645 13,596 10,645

Calculated interest on loans from shareholder - - 977 734

Calculated finance charge on banker's guarantee

provided by shareholder

- - 1,520 1,416

8,284 7,645 16,093 12,795

Due within one year 8,284 7,645 16,093 12,795

Due between 1-2 years - - - -

Due between 2-3 years - - - -

Due between 3-4 years - - - -

Due between 4-5 years - - - -

Due after 5 years - - - -

8,284 7,645 16,093 12,795

Company

Group

Payables to the major shareholder are recognised in

the balance sheet as follows:

Amounts in USD thousand 2022 2021 2022 2021

Suppliers of goods and services 180 147 295 3,023

Total trade payables 180 147 295 3,023

Company

Group

Amounts in USD thousand 2022 2021

Provision on 1 January 2,752 -

Provision during the year 867 2,752

Provision on 31 December 3,619 2,752

Company

36

16. Share capital

Share capital as at 31 December 2022

The share capital as at 31 December 2022 consisted of 406,158,403 shares of DKK 0.1 (2021:

406,158,403 shares of DKK 0.1) of which 24,000 were held as treasury shares. The shares have

not been divided into classes, and there are no special rights attached to the shares.

Transactions on the share capital have been the following:

17. Related party transactions

Amounts in USD thousand

2022 2021 2020 2019 2018

Share capital at 1 January 7,437 7,437 7,437 7,437 7,437

Capital reduction - - - - -

Capital increase - - - - -

Share capital at 31 December 7,437 7,437 7,437 7,437 7,437

Number of shares:

Shares at 1 January 406,158,403 406,158,403 406,158,403 406,158,403 406,158,403

Issue of new shares - - - - -

Shares at 31 December 406,158,403 406,158,403 406,158,403 406,158,403 406,158,403

Amounts in USD thousand 2022 2021 2022 2021

Related parties with a significant influence:

Transport Capital Pte. Ltd. ("Transport Capital"), the Corporate

Manager of the Group, is considered a related party of the Group and

the Company.

The Group has engaged in the following transaction with Transport

Capital as follows:

• Management fee paid to Transport Capital

454 507 454 507

Gorrissen Federspiel, a law firm, is considered a related party of the

Group and the Company from April 2018 to October 2021 and from 23

December 2022.

The Group has engaged in the following transaction with Gorrissen

Federspiel as follows:

• Legal assistance fees paid to Gorrissen Federspiel

5 76 5 76

Majority shareholder of the Company provided a USD 3.85 million

banker's guarantee to the lending banks as additional security for the

loan facility.

Calculated finance charge on banker's guarantee

- - 104 390

Majority shareholder of the Company provided shareholder loans of

USD 6.0 million to the Company and USD 9.0 million to the Group.

Interest on loans from majority shareholder

639 590 882 833

Group

Company

37

Board members’ ownership of shares in Nordic Shipholding A/S as at 31 December:

^ Not Applicable as the Board Members have resigned on 23 December 2023.

On 31 December 2022, the following shareholders held more than or equal to 5% of the share

capital and voting rights:

▪ Nordic Maritime S.à r.l., Luxemburg – 76.03%

▪ Nordea Danmark, Filial af Nordea Bank ABP, Finland – 11.03%

Apart from the related parties transactions mentioned above, remuneration of the Board of

Directors (Note 2), and financial expenses (Note 6), there are no significant transactions with

related parties.

Transactions with subsidiaries are eliminated in the consolidated accounts, in accordance with the

Accounting Policies in Note 1.

Number of shares held by the following Board Member 2022 2021

Esben Søfren Poulsson Not Applicable^ 108,295

Jon Robert Lewis Not Applicable^ -

Kanak Kapur Not Applicable^ -

Philip Clausius Not Applicable^ -

Company

38

Definitions and calculation formulas

Net interest-bearing debt is defined as the sum of finance loans less cash and cash equivalents.

Invested capital is defined as net working capital (NWC) plus vessels and docking and intangibles

and less other provisions and other non-current operating liabilities. The equity ratio is defined as

equity divided by total assets. This financial ratio is not defined in the Danish Society of Financial

Analysts’ guidelines “Recommendations & Financial Ratios”. Net working capital (NWC) is defined

as inventories, receivables and other current operating assets less trade payables and other

liabilities (excluding provisions) as well as other current operating liabilities.

EBITDA margin (%) EBITDA

Revenue

Net result margin (%) Result

Revenue

Equity ratio (%) Equity * 100

Balance sheet total

Return on invested capital (%) EBIT * 100

Year end invested capital

Return on equity (%) Result * 100

Year end equity

Financial gearing Net interest-bearing debt

Year end equity

Net working capital/revenue (%) Average net working capital * 100

Revenue