NBZ
Annual Report 2021
Phone: 020-572 01 01
Fax: 020-572 01 02
E-Mail: office@nbzfonds.nl
Website: www.nbzfonds.nl
NBZ Annual Report 2021 Page | 1
Table of contents
Report of the Supervisory Board 2
Management Report 2021 8
Corporate Governance report 20
Renumeration report 29
Mitigating risks 31
CONSOLIDATED FINANCIAL STATEMENTS 2021 35
Consolidated balance sheet as at 31 December (before profit appropriation) 35
Consolidated statement of profit or loss and of comprehensive income 36
Consolidated statement of changes in equity 37
Consolidated statement of cash flows 38
General notes 39
Basis of consolidation 39
Accounting principles 41
Accounting policies for the valuation of assets and liabilities in the consolidated balance sheet 41
Accounting policies for the consolidated statement of profit or loss and of comprehensive
income 43
Accounting policies for the consolidated cash flow statement 44
Related parties 44
Principles of segmentation 46
Portfolio Turnover Rate 46
Notes to the consolidated balance sheet and profit and loss account 47
COMPANY FINANCIAL STATEMENTS 65
Company balance sheet as at 31 December (before profit appropriation) 65
General notes 67
Accounting policies for the valuation of assets and liabilities and determination of the result 67
Notes to the company balance sheet 68
OTHER INFORMATION 74
Profit appropriation 74
Independent auditor's report 75
Annex 1: Results per ship 83
Annex 2: Structure NBZ (2021) 84
NBZ Annual Report 2021 Page | 2
Report of the Supervisory Board
During 2021, the Supervisory Board (‘Board’) consisted of three members: Mr B. de Vries
(chairman), Mr R. G. Verburgt and (following shareholders’ approval at the Annual General
Meeting of Shareholders dated June 10, 2021) Mrs. M. F. M. van den Berg. The chairman of the
Board holds informal consultations with Annexum Beheer B.V (“Manager”) on a monthly basis.
The Board met ten times in the reporting period in the presence of the Manager.
The Board is guided by the interests of the company, weighing the relevant interests of the
stakeholders. The Board also takes into account the social aspects of doing business that are
relevant to the company. In its supervisory role, the Board focuses on achieving the company’s
objectives and on the proper execution of risk management, and the reporting process of the
investments.
NBZ’s business strategy is to invest in seagoing vessels on a long-term basis and to regularly pay
out dividends. In 2021, NBZ started paying dividends in newly issued shares, unless shareholders
actively apply for cash dividend.
During 2021, the Board was actively involved in the fund’s strategy. The core of this strategy is to
grow the fund to enhance efficiency with a lower expense ratio and a consequent improvement in
earnings per share.
Fitting in with the above growth strategy, NBZ started the issuance of private notes with a coupon
of 6% per annum and a term of four years. At the end of 2021, USD 725,000 was issued to private
investors. NBZ aims to issue a total amount of USD 4 million to private investors. NBZ took an
interest of 15% as limited partner in the CV Momentum. The sellers obtained an interest in NBZ as
part of the acquisition price was compensated via the issuance of 99,428 NBZ shares.
The Manager and the Board have carefully evaluated NBZ’s listing on the Amsterdam Stock
Exchange and noted the following:
- The shipping industry lost most of its goodwill during 1990–2010 when numerous loss-
making limited partnerships for newly build vessels were structured;
- The NBZ shares are structurally substantially trading below the intrinsic value of the
company, and the liquidity of the NBZ shares is very limited.
The above considerations have led to alternative search for growth, whereby a secondary listing on
the Oslo Stock Exchange is currently being investigated. A secondary listing between Euronext
exchanges can be executed fairly easily and quickly without significant extra regulatory burden and
costs. The Oslo Stock Exchange is by far the biggest European stock exchange for shipping
companies, including twenty-four shipping listings (second to the United Kingdom with (only)
three listed shipping companies).
The Board remains fully involved in reducing fund costs. In line with this, the legal structure has
been further simplified in 2021 through the abolition of NBZ Norway AS.
NBZ Annual Report 2021 Page | 3
On a quarterly basis, the Board discusses the state of affairs at NBZ on the basis of cash flow
statements and interim results presented by the Manager. Part of this discussion also concerns the
work performed by the Manager and the cooperation with the Manager. One of the recurring topics
in these meetings is the payment of dividends. A proposal to pay out dividend needs approval by
the Supervisory Board.
The Supervisory Board has discussed the current market situation extensively with the Manager, as
well as the current value of the individual investments at the end of each quarter and in particular,
as at 30 June and 31 December 2021. The valuation of the investments in the Norwegian and Dutch
markets has been discussed at length. When discussing the current market situation and the
individual investments, the strategy with regard to the sale and purchase of investments – in
particular the Norwegian market – is also discussed. Factors influencing this market include the
various segments of the shipping market, as well as the development of the financial markets.
New investments in 2021
- On the 17th of June 2021, NBZ bought a 3% interest for an acquisition price of USD 546,000
in Partankers Xvii AS, the Norwegian owner of two 165,000-dwt suezmax tankers. The two
vessels, MT Arctic and MT Antarctic, are bareboat chartered to Tsakos Energy Navigation
Ltd for a period of five years (plus three options of one year).
- On the 6th of December 2021, NBZ bought a 15% interest in FWN Momentum Shipping
Company C.V. for an acquisition price of USD 1,148,000. This company is the owner of the
MS Momentum, a multipurpose vessel of 10,500 dwt, built at Peters Kampen in the
Netherlands. Forest Wave Navigation arranges the commercial management from the office
in Groningen, the Netherlands. To limit the downside market risk, NBZ and the seller of the
participation agreed a residual risk limitation during the first two years of operation. NBZ
has an option to put the vessel up for sale in 2025.
Divestments in 2021
- On 10 August 2021, the MT Henrietta was delivered to the bareboat charterer Pritchard
Gordon. According the bareboat charter agreement as agreed in 2015, Pritchard Gordon was
obliged to purchase the vessel for a pre-agreed price at the end of the bareboat contract. The
final gross return on this investment (IR), generated by NBZ amounts to 11.4% p.a.
- During 2021, all the vessels owned by Parchem III AS were sold. The MT Ilse was delivered
in March 2021, the MT Cristina in October 2021 and the MT Maria in December 2021. The
company has been liquidated and the final liquidation amount has been received in February
2022. The final gross return on this investment (IR) generated by NBZ amounts to 7.9% p.a.
- In June 2021, Thor Dahl Shipping AS sold the MS Thorsky and the MS Thorswind to a
Norwegian entity (TDS Containerships Vi AS) and took an interest of 25% in the same
Norwegian entity. The (interim) gross return on this investment, taking into account the sale
and the estimated future income on the remaining partly owned vessels, amounts to 39.4%
p.a.
- On 2 December 2021, the MS Vectis Eagle (owned by Super Greenship B.V.) was sold.
After this sale, Super Greenship B.V.’s remaining fleet includes the MS Vectis Harrier, the
MS Vectis Falcon and the MS Vectis Osprey. The interim gross return on this investment,
taking into account the sale and the estimated future income on the remaining vessels,
amounts to 11.5% p.a.
NBZ Annual Report 2021 Page | 4
- The MS AS Elbia (owned by Nordic Handysize AS) was sold on 23 December 2021
(delivery January 2022). The interim gross return on this investment, taking into account the
sale and the estimated future income on the remaining vessel (MS AS Elenia), amounts to
14.8% p.a.
The above movements in the NBZ portfolio are in line with NBZ’s objective to invest in various
shipping markets. However, at the end of 2021, the MPP segment was somewhat overweighted and
the aim is to correct this during 2022. With ten investments in twenty-one ships (seven investments
concern multiple ships), NBZ was active in seven market segments as at 31 December 2021. NBZ
will continue its policy of investing relatively small amounts in various market segments.
Besides supply and demand analysis in the various market segments, NBZ closely monitors market
developments regarding sustainability. This is important for the management of the current
portfolio, for making investment decisions in new projects and sales decisions.
Dry cargo and container market
Charter rates for dry cargo vessels (bulk carriers and multipurpose vessels) increased substantially
from the first months of 2021. At first, world-wide commodities trade increased substantially to a
pre-corona level. Secondly, political developments (among others a trade war between China and
Australia) led to a tonne-mile increase in the bulk market, resulting in a strong upward trend of the
market rates. The container market had already been flourishing since the end of 2020 as a result of
an increased demand for consumer goods produced in China. From the early summer of 2020,
disruption of logistic chains, caused by stagnation from the hinterland, resulted in huge congestion
in ports where hundreds of container vessels and bulk carriers were waiting to enter ports all over
the world. This congestion in particular pushed the already booming container and dry cargo
markets to the extreme levels we still see in the first quarter of 2022.
The NBZ participations in the dry cargo market – Nordic Handysize III AS, Super Greenship B.V.,
Forest Wave and Momentum C.V. – ensured an all-time high turnover during 2021.
At the end of 2021, the NBZ investments in the dry cargo market can be divided into:
- One handysize bulk carrier, 35,000 dwt, owned by Nordic Handysize III AS (MS AS Elenia).
Ownership NBZ: 3%;
- Three multipurpose vessels (each 8,690 dwt) owned by Super Greenship B.V. (MS Vectis
Falcon, MS Vectis Harrier and MS Vectis Osprey);
- Four multipurpose vessels (each 10,500 dwt) partly owned by Forest Wave Navigation
related limited partnerships (MS FWN Bonafide, MS FWN Splendide, MS FWN Rapide and
MS FWN Solide). Ownership NBZ: 11.8%;
- One multipurpose vessel (10,000 dwt), the MS Momentum, partly owned by private
investors and by Forest Wave Navigation related limited partnerships. Ownership NBZ:
15%.
NBZ Annual Report 2021 Page | 5
Tanker markets
The situation in the tanker market is completely different. Oil production increased during 2021,
but is still not at a pre-corona level. As a result, freight rates are still below historic average levels.
NBZ has participations in the crude oil tanker market, the product tanker market, the chemical
tanker market and the LPG tanker market. All these markets suffered during 2021. However, with
the cautious recovery of the petrochemical industry in Europe, we noticed a gradual recovery of the
LPG market of vessels below 10,000 dwt where NBZ has its participations. Supply and demand
expectations for the tanker market are positive for the next few years, with expected economic
growth in Europe and the United States in particular, and a modest order book for new ships. On
the other hand, uncertainty remains as the pandemic does not seem to be over.
Despite the gloomy market picture regarding 2021, NBZ achieved a modest positive result in the
tanker market. At the end of 2021, the NBZ investments in the tanker markets can be divided into:
- Two crude oil tankers both of 165,000 dwt, the MT Antarctic and the MT Arctic, owned by
Partankers XVII AS. NBZ ownership: 3%;
- One product tanker of 73,000 dwt, the MT Eagle, owned by UACC Bergshav Tanker II AS.
NBZ ownership: 6.5%;
- Two chemical tankers, both of 5,800 dwt, the MTs Azra-S and Ozden-S, owned by RF
Tankers AS. NBZ ownership: 7%;
- Two LPG tankers of 3,000 dwt, the MT Gas Master and the MT Gas Mariner, owned by
North Sea Gas AS. NBZ ownership: 5.25%;
- One LPG tanker of 5,000 dwt, the MT Kempton, owned by Brasgas IS. NBZ ownership:
18%.
As mentioned earlier, the vessel owned by Henrietta Product DIS (one chemical tanker) and vessels
owned by Parchem III AS (three chemical vessels) were sold in 2021.
The chairman of the Board is Mr B. de Vries and the two members of the Board are Mrs M. F. M.
van den Berg (appointed during the General Meeting of Shareholders on the 10
th
of June 2021) and
Mr R. G. Verburgt.
B. de Vries (male, born 1958, Dutch) is a financial advisor and chairman of the Board. He holds
several other non-executive board positions, among others in three housing associations and a
position within Vallianz Holdings Ltd. His expertise lies in shipping investment and banking. He
was appointed to the Board in 2006 and was appointed chairman in 2014. Due to the unforeseen
resignation of the Supervisory Board member Mr Koelewijn and the relatively new other
Supervisory Board members, it is proposed to re-elect Mr De Vries for a term of two years.
R. G. Verburgt (male, born 1959, Dutch) is also a director and indirect shareholder of Perseverance
Bulk Carriers B.V., owner of a 24% interest in NBZ as at 31 December 2021 and has many years
of experience as a director and part owner of seagoing vessels. R. G. Verburgt is the CEO of
Alliance Tanker Management Cooperatief U.A.
NBZ Annual Report 2021 Page | 6
M. F. M. van den Berg (female, born 1978, Dutch) is an interim manager, advisor and trainer in the
field of legal advice, risk and compliance. Previously, she was head of operations at Argenta Bank
Nederland where compliance was one of her responsibilities. She is also Vice-Chair of the
Supervisory Board of Qurin Diagnostics, which is developing a chip that can detect cancer in urine
at an early stage using nanotechnology. Her focus areas in this position are: business operations,
governance, compliance and legal affairs. Mrs van den Berg does not own any shares in NBZ.
With regard to Mrs van den Berg, Mr de Vries and Mr Verburgt, they operate independently and
have no connection whatsoever with the Manager. Mrs van den Berg and Mr de Vries are not
shareholders in the fund and Mr Verburgt has an indirect interest of 24% in the fund (see previous
paragraph). Mr de Vries and Mr Verburgt attended all meetings of the Board and Mrs van den Berg
has attended all meetings since her appointment. In the opinion of the Board, the requirements for
independence as referred to in the best practice provision (BPP) 2.1.7 to 2.1.9 have been met.
Mr De Vries was appointed for a period of four years at the General Meeting of Shareholders on
the 24
th
of May 2018. At this meeting, an evaluation took place based on a properly substantiated
proposal, which was also discussed in the Board. In addition, the Supervisory Board periodically
checks the composition of the Board in view of the available competencies.
The size of the organisation is very limited. This means that a separate control/audit function is not
possible. In order to limit the associated risks, the administration is outsourced to a third party who
independently prepares the reports. This worked well in 2021.
The Board discusses the findings of the external auditor regarding the internal control environment
with the Board of Directors and the external auditor.
The General Meeting of Shareholders was held on 10 June 2021. During this meeting the 2020
annual accounts were approved and the Board was granted discharge. The Manager plays a major
role in this process. The Supervisory Board notes that the management of NBZ N.V. by Annexum
Beheer B.V. during 2021 has been conducted to its full satisfaction and the management of NBZ
N.V. looks forward to continuing the collaboration with Annexum Beheer B.V.
Since September 2012, NBZ has been a closed-end fund, whereby new share capital can only be
raised through share issues. The share price is determined on the stock exchange (Euronext) based
on supply and demand. The price is quoted in euros. The market for the NBZ share was illiquid in
2021; trading volumes are limited.
In accordance with the provisions of Article 27 of the Articles of Association, the Manager has
prepared the 2021 annual accounts and discussed them with the Supervisory Board. During the
discussion of the draft annual accounts for 2021, the Supervisory Board considered the valuation of
all relevant balance sheet positions, including the investments already discussed.
Hereby we present to you the annual report of the Nederlandse Beleggingsmaatschappij voor
Zeeschepen NV. The annual report includes, among other things, the report of the Manager and the
annual accounts for the financial year 2021. An unqualified auditor's report has been issued by
Deloitte Accountants B.V. We advise you to adopt the annual accounts in accordance with the
proposal.
NBZ Annual Report 2021 Page | 7
We also inform you that, in accordance with the provisions of Article 29 of the Articles of
Association, the Board has approved the decision of the Manager with regard to the appropriation
of the result, as included in the financial statements.
Amsterdam, 26 April 2022
The Supervisory Board,
B. de Vries (Chairman)
R. G. Verburgt
M. F. M. van den Berg
NBZ Annual Report 2021 Page | 8
Management Report 2021
Introduction
Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. (NBZ) was incorporated on March 16,
2005. The company has its registered office in Rotterdam and has had its office in Amsterdam at
Strawinskylaan 485 since 1 January 2017. The company is registered with the Chamber of
Commerce, number 24375220. NBZ’s shares (in euros) have been listed on the Euronext since 15
November 2011. At the end of 2021, 894,071 shares or participations had been issued.
The objective of the NBZ is to create a diversified portfolio with investments in various types of
seagoing vessels with long-term employment in different markets. Furthermore, each investment
must comply with the investment guidelines stated in the Prospectus. NBZ aims for a dividend yield
of 7% to 10%.
NBZ N.V. is managed by Annexum Beheer B.V., from which Focko Nauta is responsible for the
day-to-day management of the investment portfolio.
The Supervisory Board consists of two male members and one female member. NBZ strives for a
balanced division between male and female members.
Annual General Meeting of Shareholders: approval of financial statements and
discharge of Management and Supervisory Board
At the Annual General Meeting of Shareholders held on 20 June 2021, the shareholders approved
the 2020 financial statements and granted discharge from liability to the Management Board (the
Manager) and the Supervisory Board.
Summary 2021
The year 2021 can be summarised as follows:
- An all-time high result for NBZ, generating 22% return on net asset value and 31% on
average investment portfolio.
- Around 90% of total revenues came from investments in the container market and the dry
cargo markets. As per 31/12/2021, these markets represent 66% of the total investment
portfolio.
- Due to a change in spending patterns, demand for transportation of containers increased
strongly, resulting in disruption of logistic chains and congestion, which pushed the
container market and the dry cargo market to extreme levels.
- Oil production levels have not returned to pre-pandemic levels yet, resulting in a weak
tanker market during 2021.
- NBZ issued 99,428 new shares at a price of EUR 5.25 per share to the sellers of the MS
Momentum (USD 590,000). Furthermore, 18,771 shares were issued as stock dividend.
- NBZ announced a shares purchase programme against a weighted average share price
during the offering period. Consequently, a total of 36,847 shares were purchased for EUR
3.86 per share (USD 163,000).
NBZ Annual Report 2021 Page | 9
- NBZ started the issuance of private notes with a coupon of 6% per annum and a term of four
years. At the end of 2021, USD 725,000 was issued to private investors. NBZ aims to issue
a total amount of USD 4 million to private investors.
- Eight vessels partly owned by NBZ were sold or partly sold (four tankers, two container
vessels and two dry cargo vessels) and three participations in vessels (two tanker and one
dry cargo vessel) were purchased.
- NBZ further simplified its legal structure (and thus reduced costs) by the transfer of
participations from NBZ Norway AS to NBZ NV, which was followed by the liquidation of
NBZ Norway AS.
- Trading NBZ shares on the Amsterdam Stock Exchange remains problematic. Currently,
DeGiro is the only platform where NBZ shares can be traded on a daily basis. This limited
trading possibility seems one of the main reasons for the lack of liquidity of the NBZ shares
and the big difference between the share price and the net asset value (NAV) per share. The
shipping sector is not at the top of the lists of potential Dutch investors, partly due to losses
in the past.
Listing on the Euronext
The current listing on the Amsterdam Stock Exchange is not functioning properly. The main reason
for this is because the major banks do not have NBZ on their list of tradable shares. Banks are in a
position to make their own choices which shares they wish to trade on the basis of criteria such as
size and other balance sheet-related criteria. For NBZ this means that strategic choices have to be
made with regard to the current listing on the Amsterdam Stock Exchange. It has also become
apparent that it is difficult to bring the sector to the attention of the media in the Netherlands.
Because NBZ makes most of its investments in Norway, a lot of experience has been gained there
with the shipping investors’ market. The investor and media interest in the shipping sector in
Norway is quite different in comparison to the situation in the Netherlands.
The two largest stock exchanges for shipping companies are the New York Stock Exchange and the
Oslo Stock Exchange, both having 24 shipping companies listed. Tokyo is number three with 12
listed shipping companies. There are only two shipping-related companies listed on the Amsterdam
Stock Exchange: Boskalis (dredging, offshore energy, salvage, towage) and NBZ. All major
Norwegian newspapers spend multiple pages on the shipping industry every day.
The Amsterdam Stock Exchange and the Oslo Stock Exchange are both members of the Euronext
Group. A secondary listing between Euronext exchanges can be executed fairly easily without
significant extra regulatory burden and costs. NBZ is currently investigating such a secondary
listing on the Oslo Stock Exchange. For a successful listing it will be necessary to attract one or
more larger anchor investors that can support this process.
NBZ Annual Report 2021 Page | 10
Investment result per share
The net result per share after tax, broken down into income, value adjustments and costs for the
period 1 January 2016 up to and including 31 December 2021, is shown in the table below:
NBZ’s net result for 2021 amounted to USD 1.7 million, the highest result ever. The majority of the
good result (90% of the income) came from the strong container and dry cargo markets. From the
sale of assets, USD 765,000 was paid out in cash to NBZ, excluding a cash payment in January 2022
of USD 298,000 in relation to the sale of the bulk carrier, the MS AS Elbia.
The operating expenses were somewhat higher due to an increase in administrative and consultancy
costs. The cost ratio now stands at 5.2% (2020: 7.2%), which is still too high due to a lack of
economies of scale. To meet our cost ratio target (1%), we need to substantially increase the
investment capacity. This is the challenge for NBZ in the years to come.
No research and development costs were incurred during the year under review.
In the period 2015–2020, NBZ always paid a quarterly dividend in cash – initially USD 0.05, but
from the fourth quarter of 2015 up to and including the fourth quarter of 2019, a dividend of USD
0.12s has been paid out per quarter. As of 2020, the dividend will no longer be paid in cash as
standard, unless the individual shareholder indicates that they wish to receive the dividend in cash.
In addition, it was decided to pay dividends twice instead of four times a year. In the third quarter of
2021 it was decided, due to the positive market developments, to increase the dividend payment over
2021. Approximately 50% of the shareholders decided to choose a cash payment instead of newly
issued shares.
Fleet composition and performance investments
NBZ started 2021 with ten investments in twenty-three vessels operating in six different market
segments. By adding the acquired participations in the MT Arctic, the MT Antarctic and the MS
Momentum (see below) and deducting the sold participations in the MT Henrietta, the MT Ilse, the
MT Cristina, the MT Maria and the MS Vectis Eagle, NBZ ended 2021 with ten investments in
twenty-one vessels spread over seven market segments, after entering the crude oil transportation
market. In summary, there were the following changes in the investment portfolio during the
reporting year 2021:
x USD 1.000
2021 2020 2019 2018 2017 2016
Income (incl. changes in the value of investments) 2,289 461 542 747 577 444
Costs (incl. taxes) -580 -539 -750 -493 -365 -269
Result after taxes 1,709 -78 -208 254 212 175
Number of outstanding participations at the end of the financial year 894,071 795,658 652,055 474,426 474,426 474,426
Net asset value in USD per participation at year-end 9.17 7.96 8.79 10.73 10.68 10.71
Dividend paid in USD per participation 0.53 0.24 0.36 0.48 0.48 0.48
Return to net asset value 1 year ago 21.82% -6.67% -14.76% 5.01% 4.17% 1.35%
Dividend yield relative to average net asset value 6.19% 2.87% 3.69% 4.48% 4.49% 4.41%
Difference from net asset value 1 year ago,
taking into account dividends p aid 1.74 -0.59 -1.58 0.54 0.45 0.15
NBZ Annual Report 2021 Page | 11
New investments in 2021
- On 17 June 2021, NBZ took a 3% interest for an acquisition price of USD 546,000 in
Partankers XVII AS, the Norwegian owner of two suezmax tankers both of 165,000 dwt.
The two vessels, MT Arctic and MT Antarctic, are bareboat chartered to Tsakos Energy
Navigation Ltd for a period of five years (plus three options of one year).
- On 6 December 2021, NBZ took a 15% interest in FWN Momentum Shipping Company
C.V., owner of the MS Momentum, a multipurpose vessel of 10,500 dwt built at Peters
Kampen, the Netherlands. Forest Wave Navigation arranges the commercial management
from the office in Groningen. To limit the downside market risk, NBZ and the seller of the
participation came to an agreement regarding the limitation of the downside risk for NBZ
during the first two years of operation. NBZ has an option to put the vessel up for sale in
2025.
Divestments in 2021
- On 10 August 2021, the MT Henrietta was delivered to the bareboat charterer Pritchard
Gordon. According to the bareboat contract as agreed in 2015, Pritchard Gordon was obliged
to purchase the vessel for a pre-agreed price at the end of the bareboat contract. The final
gross return on this investment (IR) generated by NBZ amounts to 11.4% p.a.
- During 2021, all the vessels owned by Parchem III AS were sold. The MT Ilse was delivered
in March 2021, the MT Cristina in October 2021 and the MT Maria in December 2021. The
final gross return on this investment (IR) generated by NBZ amounts to 7.9% p.a.
- In June 2021, Thor Dahl Shipping AS sold the MS Thorsky and the MS Thorswind to a
Norwegian entity (TDS Containerships Vi AS) and took an interest of 25% in this owning
company. Soon afterwards, TDS Containerships Vi AS sold the MS Thorsky. The interim
gross return on this investment, taking into account the sale and the estimated future income
on the remaining partly owned vessels, amounts to 39.4% p.a
- On 2 December 2021, the MS Vectis Eagle (owned by Super Greenship BV) was sold. After
this sale, Super Greenship BV’s remaining fleet includes the MS Vectis Harrier, the MS
Vectis Falcon and the MS Vectis Osprey. The interim gross return on this investment, taking
into account the sale and the estimated future income on the remaining vessels, amounts to
11.5% p.a.
In addition to above fleet changes, the MV Elbia was sold just before the end of 2021. Delivery is
planned in January 2022, so this vessel is still on the fleet list as at the end of 2021.
Time charter contracts have been concluded for sixteen of the above vessels and bareboat charter
contracts have been concluded for four vessels. NBZ closely monitors the relevant market segments
and the contractual counterparts. This is important for the management of the current portfolio and
for making investment and divestment decisions.
% Market segment Dwt Trading area Vessels
49% Multipurpose (MPP) < 12.000 Worldwide Vectis vessels (3x), FWN vessels (4x), Momentum
8% Dry bulk handysize > 12.000 Worldwide AS Elbia, AS Elenia
7% Container-feeder < 10.000 Worldwide Thorswind, Thorstar
7% Crude tankers > 100.000 Worldwide Arctic, Antarctic
6% Producten tanker > 30.000 Worldwide Eagle
11% Chemical tankers < 10.000 Caribean Ozden, Azra
12% Gas tankers < 10.000 Europe, America Gas Master/Mariner, Kempton
NBZ Annual Report 2021 Page | 12
The above overview clearly shows how the NBZ portfolio is spread over the various market
segments. NBZ is represented in the main market segments (dry cargo, containers and tankers).
Within these sub-markets, the exposure in the MPP segment is currently somewhat overweighed,
caused by the increased values of the three Vectis vessels and the four FWN vessels, plus the
acquisition of the participation in the MS Momentum. NBZ benefitted from the increased values in
the MPP and container markets generating a cash profit on the above sales (profit defined as book
value year end 2021 minus sales price) of approximately USD 450,000.
Size of the total shipping market
The entire dry bulk market above 10,000 dwt plus the whole multipurpose market comprises more
than 15,000 vessels. The container market includes 5,400 vessels of which 3,000 are feeders (100–
3,000 TEU). Worldwide there are approximately 8,000 tankers (oil and gas) of over 10,000 dwt and
9,000 tankers (oil and gas) of less than 10,000 dwt.
Investments in the dry cargo market and the container market
NBZ’s investments in the dry cargo market can be divided into:
Eight multipurpose deep-sea vessels, divided over three ownership structures:
- Super Greenship BV ; the MS Vectis Harrier, the MS Vectis Falcon and the MS Vectis Osprey.
The owner of these 8,690-dwt vessels is Super Greenship B.V., in which NBZ has a 5.6% interest.
Time charter contracts have been concluded for these three ships with terms between two and twelve
months.
- Forest Wave; The MS FWN Bonafide, the MS FWN Splendide, the MS FWN Rapide and the MS
FWN Solide. The owners of these 10,500-dwt vessels are four separate limited partnerships. NBZ’s
interest in these limited partnerships amounts to 11.8%. The four vessels have time charter contracts
with World Wave Logistics B.V. (part of the Forest Wave Group) until April–June 2023. The residual
value risk at the end of the investment period is limited by a put/call agreement for 50% of the total
exposure.
- Momentum CV; the MS Momentum (10,000 dwt, built in the Netherlands) is owned by Momentum,
C.V., in which NBZ acquired an ownership of 15% on 6 December 2021. NBZ paid an acquisition
price of USD 1,148,000. Forest Wave Navigation arranges the commercial management from the
office at Groningen. To limit the downside market risk, NBZ and the seller of the participation agreed
a residual risk limitation during the first two years of operation. NBZ has an option to put the vessel
up for sale in 2025.
Two dry bulk carriers:
- Nordic Handysize III AS; the MS AS Elbia (delivered to buyers, January 2022) and the MS
AS Elenia (both of 35,000 dwt). After the initial long-term time charters for these vessels
with the Danish Norden A/S ended (Q1 2020), both vessels were on medium-term time
charters during 2021 until their special survey at the end of the year. The MT Elbia was sold
just before year end for USD 16.7 million gross (delivery January 2022). The MS Elenia is
on time charter for a year until the beginning of 2023 at a gross rate of USD 21,750 per day.
NBZ has an interest of 3% in the vessel.
NBZ Annual Report 2021 Page | 13
Two container feeders:
- Thor Dahl Shipping AS; MS Thorswind and the MS Thorstar. NBZ has a participation in
Thor Dahl Shipping AS of 3.52%, is indirectly owner of 25% of the MS Thorswind (2,200
TEU) and 34% of the MS Thorstar (2,800 TEU). These two vessels are on time charters that
were closed during 2021 and are therefore both benefitting for another two to three years
from the booming market. The MS Thorswind is on time charter for USD 20,000 per day
until mid-2023 and the MS Thorstar is on time charter for USD 34,500 per day until
November 2024.
Dry cargo market and the container market
Charter rates for dry cargo vessels (bulk carriers and multipurpose vessels) increased substantially
from the first months of 2021. The background was initially a number of interrelated factors. First
of all, worldwide commodities trade increased substantially to a pre-corona level. Additionally,
political developments (among others a trade war between China and Australia) led to a tonne-mile
increase in the bulk market, resulting in a strong upward trend of the market rates. From the early
summer of 2020, disruption of logistic chains, caused by stagnation from the hinterland, resulted in
huge congestion in ports where hundreds of container vessels and bulk carriers were waiting to
enter ports all over the world. This congestion in particular pushed the already booming container
and dry cargo markets to the extreme levels which we still notice in the first quarter of 2022.
The main index in the bulk market (Baltic Dry Index – BDI) increased from 1,374 at the beginning
of the year to 2,217 at the end of December 2021; in between (October), the BDI passed a level of
3,500. The reason for the booming market is on the supply side, where a substantial part of the fleet
is waiting to enter the port instead of sailing over the oceans. One year, time charter rates for
handysize bulk carriers were on average USD 20,800 per day (2020: USD 9,300). Also, prices for
second-hand handysize bulk carriers more than doubled. The fundamentals of the handysize bulk
market (NBZ: MS Elbia) are promising, taking into account a modest order book of 4.5%, in
combination with a relatively high age profile.
The multipurpose market (MPP) improved substantially as these vessels can carry containers, bulk
and project cargo. NBZ has participations in eight MPP vessels owned by three different entities:
Super Greenship, Forest Wave and Momentum. This market is less volatile than the bulk market,
however charter rates for the NBZ type vessels also increased substantially, by more than 50%. The
MPP order book is low (4%), and the age profile is on the high side. Once the congestion situation
normalises, we expect the dry cargo markets to decrease to a steady, healthy level.
The container market had already been flourishing since the end of 2020 as a result of an increased
demand for consumer goods produced in China. Congestion pushed the market further upwards to
levels we have hardly seen over the last twenty-five years. Waiting times to berth have been more
than doubled in the Far East and Europe, but especially in the USA (Long Beach and Los Angeles),
where it has got out of hand with waiting times of well over thirty days. NBZ has participations in
the large feeder segment (NBZ: MS Thorswind and MS Thorstar). One-year time charter rates and
market values have more than tripled. For the longer term we are not too optimistic, taking into
account the increased order book (23%), especially in the larger segment above 17,000 TEU (36%).
NBZ Annual Report 2021 Page | 14
Investments in the tanker market
NBZ’s investments in the tanker market can be divided into:
- Partankers XVII IS; MT Antarctic and MT Arctic, two suezmax tankers of 165,000 dwt.
Both vessels are on a five-year bareboat contract to Tsakos Energy Navigation Ltd (NYSE
listed) for a period of five years plus three-year options. NBZ owns 3% of the company
owning these vessels.
- UACC Bergshav II DIS; MT Eagle, a 73,000-dwt product tanker (MT Eagle). At the end of
2017, a five-year bareboat charter contract was concluded with United Arab Chemical
Carriers (UACC). During 2021 UACC was taken over by United Overseas Group, which is
now the bareboat counterpart. This contract includes put and call options. The residual value
is currently valued at the put price. The NBZ interest amounts to 6.5%.
- RF Tankers AS; MT Azra-S and the MT Ozden-S, two chemical tankers of 5,800 dwt. Both
vessels are on a one year time charter to Christiania Shipping AS as from April-May 2022.
NBZ has an ownership of 7% in these two vessels.
- Brasgas IS; MT Kempton, a 5,000-dwt LPG carrier. This vessel is on a seven-year bareboat
contract until December 2025 to Transgas, Peru. The bareboat contract includes a put option
at the end of the bareboat contract. NBZ owns 18% of this vessel.
- North Sea Gas AS; MT Mariner and the MT Master, both 3,000-dwt LPG vessels. These
vessels are operated by B-Gas A/S, Copenhagen. As at the end of 2021, NBZ owns 5.25%
of NGC Ltd, the owner of these vessels.
Tanker market
NBZ’s investments in the tanker market are spread over the crude oil tanker market, the product
tanker market, the chemical tanker market and the gas tanker market. The situation in the tanker
market is markedly different in comparison to the dry cargo market. First of all, congestion does
not play any role within the tanker market as distribution to and from oil terminals is not being
disturbed at all. Secondly, the main driver of the market – the world oil production – has pushed the
market downwards, contrary to the dry cargo market, where demand increased during the corona
crisis, thus securing a strong market even without the congestion element.
Oil production has not yet returned to pre-pandemic levels, resulting in low freight rates. Following
the decline at the beginning of the corona crisis in 2020 (minus 6–7%), we are currently on the way
back to the pre-corona level, expected to be reached in 2022 (Clarksons Research, January 2022).
NBZ’s participations in the crude oil market and the product market will benefit from this
development. Supply and demand expectations for the tanker market are positive for the next few
years, with expected economic growth in Europe and the United States in particular, and a modest
order book for new ships.
With the cautious recovery of the petrochemical industry in Europe, we notice a gradual recovery
of the LPG market in the segment where NBZ has its participations (i.e. vessels below 10,000 dwt).
In the chemical tanker market, NBZ has interests in the smaller segment, where the recent declines
have been smaller than in the larger segment.
NBZ Annual Report 2021 Page | 15
Newbuilding market
Shipyards have been busy taking new orders in the container market and gas (LNG) market. The
number of newbuilding orders in the bulk market increased, but the total order book is still
manageable with approximately 7% of the total fleet. Prices for new vessels substantially increased
due to the container vessel owners taking a large part of the limited yard capacity. Secondly, new
propulsion systems reducing CO
2
emissions are pushing prices upwards. Currently, approximately
34% of the newbuilding orders include alternative fuel engines.
Valuation methodology
In December 2021, an assessment of the expected future cash flows and – to the extent possible – of
the financial position of the shipping companies concerned was prepared, based on the information
available for each individual investment. Although every effort has been made to obtain a complete
picture of the future cash flow, it remains uncertain by its nature. In the absence of usable market
quotations, the net present value method is used for the valuation of the investments in loans and
investments in participations in ships, whereby the future cash flows are estimated as accurately as
possible.
When applying the aforementioned method, the expected future cash flows are discounted at a
percentage that best reflects the risk profile of the investment at the time of valuation. This method
was introduced during the 2009 financial year and further refined in the following years. NBZ has
examined the current value of the investments on a quarterly basis and as often as circumstances
have given rise to do so, and revised them if necessary. Under all circumstances, this remains a top
priority for the Manager. The risk factors associated with an investment in NBZ units are described
in the prospectus of December 2019.
NBZ investments 2005–2021
Since its inception, NBZ has invested in forty-one different vessels:
- Investments that generated a profit were investments in the following sixteen motor vessels:
Gas Pioneer, Adnan, Halil, Venere, Tapatio, Cable Innovator, Wincanton, Lesley, Svetlana,
Michelle, Henrietta, Thorsky, Caribe Ilse, Caribe Cristina, Caribe Maria and Vectis Eagle
- Investments that generated a loss were investments in the following five motor vessels:
Star I, Rayben Star, Atagun, Merwesingel and Merweplein
- The current investments as at 31 December 2021 are in the following twenty motor vessels:
Eagle, AS Elbia, AS Elenia, Gas Master, Gas Mariner, Thorswind, Thorstar, Azra-S, Ozden-S,
Vectis Harrier, Vectis Falcon, Vectis Osprey, Kempton, FWN Bonafide, FWN Splendide, FWN
Rapide and FWN Solide, Arctic, Antarctic, Momentum.
All current investments are performing within the agreed margins.
NBZ Annual Report 2021 Page | 16
Sustainability
Sea-going transport is responsible for 2.5% of the global CO
2
emissions. Initially, the International
Maritime Organisation (IMO) took responsibility in launching their strategy for reduction of CO
2
,
setting goals on a reduction of the average carbon intensity of 40% by 2030 and 70% by 2050
compared to 2008 levels. The industry’s total CO
2
emissions are to be reduced by 50% by 2050.
The above strategy has been criticised by regional and national lawmakers, who are demanding a
quicker energy transaction and are driven by a changing climate of public opinion, which is more
and more supported by financiers and charterers.
Currently around 12% of the newbuilds ordered have alternative fuel systems with LNG leading
the way and methanol systems strengthening their position (Maersk recently ordered 12 methanol
dual-fuel newbuilds). For NBZ with its focus on secondhand tonnage, the new regulation for
existing vessels, the Energy Efficient Existing Ship Index (EEXI) will become effective from 1
January 2023. This is a one-off requirement that requires existing ships to modify their design (or
implement an alternative measure) to reach a required level of technical efficiency.
The IMO also adopted (also effective from 1 January 2023) the Carbon Intensity Indicator (CII)
regulation, a mandatory regulation which imposes annual targets on ships for reducing their
operational emissions. Each year from 2023, every ship needs to calculate and report its Carbon
Intensity Indicator. The first reporting period is from I January 2023 to 31 December 2023. So by
early 2024, the ship should have reported their first CII rating for 2023, which will be verified and
reported to the ship’s administration. This will be compared against the required annual operational
CII and each ship will then get a rating from A to E. The reporting will be recorded in the Ship’s
Energy Efficiency Management Plan (SEEMP). Each ship needs to achieve a C rating or above. If
a ship gets a D rating for three consecutive years, or the ship gets an E rating, then it will have to
include an approved corrective action plan as part of its SEEMP to demonstrate how it will achieve
a C rating or above, as a prerequisite to getting its Annual Statement of Compliance. This will need
to be kept on board along with the other certificates.
One of the ways to apply the above regulation is to decrease the speed of the vessel. It is expected
that this will have a significant impact on the total fleet capacity and will accelerate the scrapping
of old tonnage.
The above regulation only applies to vessels over 5,000 dwt. For this reason, the current CII
regulation is criticised by international shipping organisations, among others the Dutch Shipowners
association, because almost 26 million tonnes of CO
2
will not be covered by this regulation.
NBZ Annual Report 2021 Page | 17
NBZ ambitions
The main ambitions of NBZ are:
- expansion of the capital base to improve economies of scale and obtain more influence on
the investment level (sales triggers);
- improvement of trading possibilities of the shares and maintaining a dividend payment of at
least 8–10% over the share price.
As the current listing on the Amsterdam Stock Exchange is not functioning properly, NBZ is
seriously considering a second listing on the Oslo Stock Exchange. NBZ strongly believes that the
investment climate for shipping in Norway is more sophisticated and focused than in the
Netherlands. The advantage of such dual listing is that the current reporting system to the Dutch
authorities can be maintained, so investments in the current infrastructure are limited. NBZ will
continue to keep an eye on costs, but to be able to follow up on the ambitions, investments will also
have to be made in strengthening the team. NBZ will inform stakeholders on a regular basis about
the progress of the process that should lead to further growth.
Market outlook
Decreasing attention regarding the Covid pandemic and optimism about the dry cargo markets have
been overshadowed since late February by the horrific Russian invasion of Ukraine. We
sympathise with the Ukrainian seafarers and their families on board the ships in which NBZ
participates. With mixed feelings because of the suffering of the Ukrainians on the one hand and
the consequences for the shipping market on the other, we outline a market picture for the coming
6–12 months.
Destabilisation as a result of political and military conflicts has historically led to higher freight
rates in shipping markets initially. The sanctions are currently leading to rerouting cargo flows,
resulting in increased tonne-miles for dry cargo vessels as well as for tankers. Together with the
ban on Russian-owned vessels, which further tightens the supply side, this will have a strong
influence on the shipping markets for the months to come. In the medium term, the consequences
of the invasion and most likely increasing inflation may lead to drop in consumer confidence and
global recession. The course of the current crisis in the Ukraine will largely determine the direction
of the shipping markets for the coming 6–12 months.
The dry cargo markets are a major part of the spectacular improvement of the container market. As
well as the increase of tonne-miles caused by the Russian invasion, congestion caused by local
Covid lockdowns and related stagnation of logistic chains are keeping markets at high levels. The
current low order books in the bulk market and the MPP market support optimism on the medium
term; however, the increased order book for container vessels (delivery 2023 and 2024) might
sharply reduce the rates for container vessels, negatively influencing the dry cargo markets. Oil
production levels are close to pre-pandemic levels, which is good for the tanker market as a whole,
but this recovery remains fragile, as the development of possible mutation of the Covid virus is
uncertain. The order book for the tanker segments in which NBZ has its interest remains modest,
and as yard capacity is scarce, this supports optimism on the medium term. However, uncertainty in
the medium term (Covid, recession), plus in the longer term the position of fossil energy within the
total energy mix, forces some caution in new tanker investments.
NBZ Annual Report 2021 Page | 18
Events after the balance sheet date
The MS AS Elbia, owned by Nordic Handysize III AS, was, as planned, delivered to buyers in
January 2022. Nordic Handysize III AS keeps the ownership of the MS AS Elenia.
In January 2022, North Sea Gas AS, owner of the MT Gas Master and the MT Gas Mariner,
merged with B-Gas Maud Ltd (owner of the MT Gas Maud) and Bergshav Shipping Ltd (owner of
the MT Gas Margrethe, the MT Gas Neptune and the MT Gas Venus). The new company owning
the six LPG carriers is called B-Gas NGC Ltd. NBZ has a share of 1.75% in the new company.
After the sale in 2021 of the remaining two chemical tankers owned by Parchem III AS, the MT
Caribe Cristina and the MT Caribe Maria. Parchem III AS was liquidated in February 2022 and the
sale proceeds were subsequently distributed according to plan to the shareholders.
The MS Vectis Falcon, owned by Super Greenship BV, was sold for EUR 9 million gross. Delivery
is planned in April 2022.
Dividend
The manager proposes to the shareholders' meeting the balance of the profit for the financial year in
the amount of USD 1.709.000 and the dividend paid in the amount of USD 0.53 to add to the equity
per 31 December 2021 plus an amount of USD 0.37 to be distributed to the shareholders in June
2022. This is not accounted for in the annual report.
Statement of business operations
General
In accordance with Article 121 of the Decree on the Supervision of the Conduct of Financial
Undertakings (Besluit Gedragstoezicht financiële ondernemingen – Bgfo), it is our responsibility as
Manager of Nederlandse Beleggingsmaatschappij voor Zeeschepen NV (NBZ) to declare that NBZ
has a description of the structure of its business operations in accordance with the Act on the financial
supervision and the related requirements, and that this operational management functioned
effectively and in accordance with the description during the 2021 financial year. The business
operations are geared to the size of the organisation and in line with the requirements set by, or
pursuant to, the law. Such a structure cannot provide absolute assurance that misstatements will never
occur, but is designed to obtain a reasonable degree of assurance about the effectiveness of the
internal controls regarding the risks related to the activities of the investment fund. The assessment
of the functioning and effectiveness of the business operations is the responsibility of the Manager.
Activities during the fiscal year 2021
The set-up of the administrative organisation and internal control (now referred to as ‘business
management’) is reviewed annually and, if necessary, brought back into line with the legislation.
This is reported by Annexum, who is assisted in the execution of this task by Bentacera B.V. Relevant
risks have been identified and associated internal controls have been defined. In practice, the
assessment of the effectiveness and the functioning of the operational management is given substance
in a number of ways. We are periodically informed by means of recordings of activities performed
on the basis of work instructions. These work instructions are based on the process descriptions and
the control measures contained therein. Since the members of the management board of the Manager
themselves frequently participate in the business operations, we also rely on our own experience. In
NBZ Annual Report 2021 Page | 19
addition, there is an incident and complaints procedure. No relevant findings emerged from this in
the context of the reporting in this annual report.
Reporting operational structure
During the 2021 financial year, we assessed the various aspects of the operational structure. During
our work, we have not made any observations on the basis of which it should be concluded that the
description of the business structure as referred to in Article 115y of the Bgfo does not meet the
requirements as included in the Bgfo and related regulations. Nor has it been noticed that the internal
control measures do not function effectively and in accordance with the description.
On the basis of the above, we declare as Manager for NBZ that we have a description of the business
operations as referred to in Article 121 of the Bgfo, which meets the requirements of the Bgfo and
we declare with a reasonable degree of certainty that the business operations during 2021 has
functioned effectively and in accordance with the description.
True and fair view statement, Article 5:25c-2c Wft
The management of NBZ declares that, to the best of its knowledge:
- The 2021 annual accounts give a true and fair view of the assets, liabilities, financial position as at
31 December 2021 and the result for the period 1 January 2021 to 31 December 2021.
- The Manager’s report gives a true and fair view of the situation as at 31 December 2021, the state
of affairs during the reporting period 1 January to 31 December 2021 and that the report describes
the material risks that the company is exposed to.
Amsterdam, 26 April 2022
The Manager
NBZ Annual Report 2021 Page | 20
Corporate Governance report
Introduction
NBZ is a Dutch public limited company listed on NYSE Euronext Amsterdam. NBZ has an
Executive Board (the Manager) and an independent Supervisory Board (a two-tier structure). The
highest body of the Company is the General Meeting of Shareholders, which is convened at least
once a year. The General Meeting of Shareholders appoints both the Executive Board and the
Supervisory Board. Among other things, the Executive Board and Supervisory Board are responsible
for corporate governance at NBZ. Corporate governance refers to good entrepreneurship, which
involves transparent actions with proper supervision, as well as accountability for the supervision
conducted. NBZ aims to inform investors as transparently as possible about developments within
NBZ in its financial information.
On 1 July 2017, in accordance with the resolution of the Special Meeting of Shareholders on 1
December 2016, Annexum Beheer B.V. formally took over the management of NBZ N.V. from NBZ
Management B.V. after approval by the AFM (Financial Markets Authority Netherlands).
In addition to legislation, the main source for corporate governance is the Dutch Corporate
Governance Code. This chapter outlines the corporate governance structure of the Company.
Corporate Governance Code
As a listed company, NBZ applies the Dutch Corporate Governance Code 2016 (‘the Code’). In
2017, the regulations of the Executive Board and Supervisory Board were updated to reflect the Code
(which replaced the 2008 Dutch Corporate Governance Code as of 8 December 2016). Due to various
reasons, some elements of the Code are not applicable. The reasons are explained in more detail.
1
Executive Board
The Executive Board (the Manager) is charged with managing the Company, which means, among
other things, that the Executive Board is responsible for the strategy with the associated risk profile,
realisation of the Company's objectives, the development of the results and the social aspects of
entrepreneurship relevant to the Company. The Executive Board is accountable for the above to both
the Supervisory Board and the General Meeting of Shareholders.
The Executive Board determines the vision, strategy and goals. The Executive Board is also
responsible for implementing the strategy. In discharging its duties, the Executive Board is guided
by the interests of the Company, weighing the interests of those involved in the Company. The
Executive Board is responsible for compliance with all relevant laws and regulations, for managing
the risks associated with the business activities and for the financing of the Company (applicable
when entering into financing for investments). The Executive Board reports on this to and discusses
the internal risk management and control systems with the Supervisory Board.
1
The following best practice provisions are not applied, as NBZ does not have an internal audit function,
Supervisory Board regulations, delegated Supervisory Board member, temporary Board position Supervisory
Board member, company Secretary, Executive Committee remuneration, certified shares, institutional
investors or a one-tier board structure: 1.3.1 through 1.3.5, 2.1.3, 2.3.8 through 2.3.10, 3.1.3, 3.2.1, 4.3.5, 4.3.6,
4.4, 4.4.1 through 4.4.8, 5.1, 5.1.1 through 5.1.5.
NBZ Annual Report 2021 Page | 21
The Executive Board is responsible for the quality and completeness of publicly disclosed financial
reports. The Supervisory Board ensures that the Executive Board fulfils this responsibility
adequately.
The Executive Board is responsible for the transparent governance of the Company. The objective
of transparent governance is that all stakeholders have a clear understanding of the Company's
decisions and decision-making processes.
The members of the Executive Board are appointed by the General Meeting on the recommendation
of the Supervisory Board. The General Meeting determines the number of members of the Executive
Board. Members of the Executive Board may be suspended or dismissed by the General Meeting.
The Executive Board currently consists of one statutory director, Annexum Beheer B.V., appointed
by the General Meeting of Shareholders. Annexum Beheer B.V. is represented by two natural
persons. Annexum has a special focus on compliance and raising new capital. The Manager’s duties
are described in the Management Agreement and set out in the 2020 Prospectus of 22 January 2020.
The remuneration of the Executive Board is based on the provisions in the Management Agreement
(given the size of the Company, there is no remuneration committee).
The preparation of the Management Agreement was based on the aspects referred to in Art. 3.1.2. of
the Code:
i. the objectives for the strategy to implement long-term value creation, as referred to in best
practice provision 1.1.1;
ii. scenario analyses conducted in advance;
iv. the share price development;
v. an appropriate ratio of the variable portion of remuneration to the fixed portion.
The variable part of the remuneration is linked to predefined and measurable performance criteria,
predominantly of a long-term nature. Given the size of the organisation, the other items set out in
this article of the Code are not applicable to NBZ. This concerns iii (no other employees
employed), vi and vii (no options and shares granted).
No personnel are employed, therefore no severance agreements apply.
The management fee to be paid to Annexum Beheer B.V. has been set at 2% of the assets invested
by the Company with a minimum of actual management costs plus a fee to cover personnel-related
costs of 34,050 EUR. A performance fee may be paid to the manager if the dividend yield in the
financial year exceeds eight percent. In the relevant financial year, this performance fee was not
awarded. The Special General Meeting of Shareholders held on 15 October 2019 resolved to
provide for a result-dependent annual increase in the fee to the Manager, equal to 1/3 of the
percentage increase in the investment portfolio, all up to a maximum portfolio size of 20 million
USD. Key elements of the Management Agreement are posted on the website.
The Executive Board focuses on achieving the objectives and the continuity of the Company and its
affiliated enterprise, concentrating on long-term value creation and weighing the relevant interests
of stakeholders to this end. The Report of the Executive Board (Management Report) sets out this
long-term vision and strategy for its realisation.
In case of a potential or actual direct or indirect personal interest of a member of the Executive Board
that conflicts with the interest of NBZ, the relevant member immediately informs the Chair of the
NBZ Annual Report 2021 Page | 22
Supervisory Board and other members of the Executive Board, providing all relevant information,
including relevant information concerning the relevant Member’s spouse, registered partner or other
life companion, foster child, relative by blood or marriage up to the second degree. A member of the
Executive Board will not participate in any deliberations and decision-making on a subject or
transaction in which he/she has an (in)direct personal conflict of interest with NBZ. If all members
of the Executive Board have an (in)direct personal interest that conflicts with the interest of NBZ
and therefore no management decision can be made, the decision will be made by the Supervisory
Board. The Supervisory Board must give its prior approval to any decisions by the Executive Board
that relate to entering into transactions involving conflicts of interest that are of material significance
to NBZ and/or the member of the Executive Board concerned. Such transactions are published in the
Manager’s report, disclosing the conflict of interest. Transactions involving conflicting interests of
members of the Executive Board or Supervisory Board are agreed at market conditions.
The Executive Board establishes values for the Company and its affiliated company that contribute
to a culture focused on long-term value creation and discusses them with the Supervisory Board. The
Executive Board is responsible for embedding and maintaining the values in the Company and the
associated business. This includes focal points such as:
i. the strategy and business model;
ii. the environment in which the Company operates; and
iii. the existing culture within the Company and whether it is desirable to make changes to it.
The Executive Board encourages behaviour that is consistent with the values and promotes these
values by serving a role model for others.
The Executive Board must establish a code of conduct and monitor its internal realisation and
compliance. The Executive Board informs the Supervisory Board of its findings and observations
regarding realisation and compliance. This code of conduct has not yet been established.
The Company Secretary ensures that proper procedures are followed and that actions are taken in
accordance with the Executive Board's legal and statutory obligations. In 2021, compliance with this
policy was maintained.
Supervisory Board
The main task of the Supervisory Board is to supervise the policy of the Executive Board and the
general course of events in the Company (and its subsidiaries) and to assist the Executive Board with
advice. In fulfilling its tasks, the Supervisory Board is guided by the interests of the Company, taking
into consideration the relevant interests of the Company's stakeholders. In this context, the
Supervisory Board also considers the social aspects of business relevant to the Company.
In fulfilling its tasks, the Supervisory Board focuses on the long-term value creation of the Company
and the associated business and takes into account the relevant interests of the Company's
stakeholders. The Executive Board provides the Supervisory Board with all information and
resources necessary for the proper performance of its duties in due time and order. If the Supervisory
Board and/or a member of the Supervisory Board considers it necessary, it may obtain information
from the Executive Board, the external auditor, and/or (other) officers and external advisors.
NBZ Annual Report 2021 Page | 23
In its supervision, the Supervisory Board focuses on achieving the Company's objectives. The
Supervisory Board regularly discusses the strategy, the implementation of the strategy and the related
key risks. In the report of the Supervisory Board, it accounts for the manner in which the Supervisory
Board was involved in the creation and supervision of the implementation of the strategy. Finally,
the Supervisory Board is involved in reviewing and ratifying the Management Agreement between
the Company and the Manager.
The responsibilities, task and working method of the Supervisory Board are laid down in the articles
of association of NBZ. The Board members have joint responsibility for the proper performance of
its duties. The members of the Supervisory Board may adopt independent positions in relation to the
Executive Board. Members of the Supervisory Board perform their duties without a mandate and
independently of any interest in the fund. At least once annually, the Supervisory Board discusses
the performance of the Executive Board, the performance of the individual members of the Executive
Board and its own performance. This also includes the issue of whether there is skill gap and/or a
need for training or education. In 2021, based on the outcome of the discussions, no further action
was required. The Supervisory Board consists of at least one member, but had two members in 2021
and three members after the appointment of Ms M.F.M. van den Berg. In 2021, there was no
commissioner with a specific task or temporary position. The Board does not use a support secretary.
Supervisory Board periodically reviews the composition of the Board, particularly in the context of
diversity, heterogeneity and the competencies, qualities and expertise present, in order to be able to
meet the requirements of the Governance and Supervision Act even better. The Supervisory Board
appoints a Chair from among its members.
The Supervisory Board is responsible for deciding how to deal with (potential) conflicting interests
of the Executive Board, Supervisory Board members and the external auditor in relation to the
Company. Pursuant to the Financial Supervision Act and on the basis of IFRS, transactions between
the Company and related parties are reported in the financial statements under the Note ‘Related
parties’. This includes transactions involving the Executive Board and the Supervisory Board
members, as well as transactions involving one or more related parties. This will include the extent
to which the transactions were completed at market conditions.
The members of the Supervisory Board are appointed by the General Meeting, at the
recommendation of the Supervisory Board. The Supervisory Board has prepared a profile of its size
and composition, taking into account the nature and activities of the Company and the preferred
expertise and background of its members. The Supervisory Board aims for a mixed composition,
including with regard to gender and age. The profile is reviewed every three years to check it is still
current and accurate. Proposals to the General Meeting of Shareholders for appointment or
reappointment are fully substantiated. In the case of a reappointment, the candidate's performance
in the capacity of Supervisory Board member is taken into account. A commissioner is appointed
for a period of four years and may be reappointed. There is no maximum period. A resolution of
the General Meeting of Shareholders to dismiss or suspend a Supervisory Board member may be
passed with a simple majority vote at a meeting. The operating procedures of the Supervisory
Board are laid down in the Company's Articles of Association. All members of the Supervisory
Board are independent within the meaning of the Code.
Currently, the Supervisory Board consists of the following individuals:
B. de Vries (male), Chair: born 1958, on the Supervisory Board since 2005. In addition to
being the CEO of Finamar B.V., several other advisory positions. Re-electable in 2022.
NBZ Annual Report 2021 Page | 24
R.G. Verburgt (male), member, born 1959, on the Supervisory Board since 2020. Chief
Executive Officer Alliance Tanker Management Cooperative U.A. as well as various
advisory positions. Re-electable in 2024.
M.F.M. van den Berg (female), member, born 1978, on the Supervisory Board since 2021.
Interim manager, advisor and trainer in the field of legal advice, risk and compliance. She is
also Vice-Chair of the Supervisory Board of Qurin Diagnostics. Re-electable in 2025.
At the Annual General Meeting of Shareholders on 10 June 2021, shareholders approved the
appointment of Ms M.F.M. van den Berg as a member of the Supervisory Board.
The members of both the Supervisory Board and the Executive Board must obtain the consent of the
Supervisory Board for any new Supervisory Board members or other relevant positions. The General
Meeting determines the remuneration of the members of the Supervisory Board. The remuneration
is set out in the 2020 Prospectus, section ‘Key data investment performance, cost structure and
forecasts’. This remuneration and the underlying considerations reflect the time commitment and
responsibilities of the position and take into account the objectives with:
i. the objectives for the strategy to implement long-term value creation, as referred to in the
provision relating to best practice in the Code, Art. 1.1.1;
ii. scenario analyses conducted in advance;
iii. the share price development;
No variable remuneration component was included. Given the size of the organisation, the other
points set out in this article of the Code are not applicable to NBZ.
The Supervisory Board is convened whenever a member of the Supervisory Board or the Executive
Board deems it necessary. The Supervisory Board met five times during the year under review in the
presence of the Manager. All Supervisory Board members were present at all meetings. The
Company has not established an internal audit department. No regulations have yet been prepared
with regard to the Supervisory Board. A Board evaluation is included in the report of the Supervisory
Board. The Supervisory Board discusses the findings of the external auditor regarding the Company's
internal control environment with the Executive Board and the external auditor.
The Supervisory Board oversees the internal control structure and procedures and the assessment of
risks facing the Company and its associates, and is responsible for approving investments. This is
done on a regular basis in the Supervisory Board meeting and additionally as and when there is reason
to do so. Risks that are addressed include: strategic risks, operational risks, compliance, reporting
risks and, more specifically, credit risks, liquidity risks, interest rate risks, price risks, currency risks
and risks related to financial instruments. The report of the Executive Board addressed the risks the
Company faces and how these are managed. During the financial year, there was no reason to doubt
that the systems and procedures operate in accordance with their intended purposes. The Chair of the
Supervisory Board ensures that action is taken in accordance with the Code 2016, Art. 2.3.6.
The Chair of the Supervisory Board is the main contact representing the Board to the management,
Supervisory Board members and shareholders regarding the performance of management and
Supervisory Board members. The Vice President serves as a point of contact for individual
commissioners and management regarding the performance of the President.
NBZ Annual Report 2021 Page | 25
All Supervisory Board members must complete an induction program tailored to their position. At a
minimum, this induction program covers general financial, social and legal matters, the Company's
financial reporting, the specific aspects that are characteristic of the Company concerned and its
business activities, the culture and – if applicable – the relationship with the employee participation
body and the responsibilities of a Supervisory Board member.
A member of the Supervisory Board immediately reports any potential conflict of interest in relation
to NBZ to the Chair of the Executive Board. If it concerns the Chair, the President should report to
the Vice President without delay. The relevant member provides all relevant information, including
information relevant to the situation concerning his/her spouse, registered partner or other life
partner, foster child and relatives by blood or marriage up to the second degree. A member of the
Supervisory Board does not participate in the deliberations and decision making on a subject or
transaction in which he/she has a conflict of interest with NBZ. No cases of conflicting interests of
members of the Supervisory Board occurred during the reporting year. Additional positions of
members of the Supervisory Board require the approval of the Executive Board.
The Executive Board and the Supervisory Board are each responsible for promoting openness and
accountability within and between their respective Boards.
Diversity Policy
The Supervisory Board currently consists of two male members and one female member. NBZ strives
for a balanced distribution between male and female members. In the future, this will also be part of
the considerations with regard to the appointment of new Supervisory Board members.
Takeover situations
If a takeover bid for the shares or share certificates in the Company is prepared, in the event of a
private bid for a business unit or an investee the value of which exceeds the threshold referred to in
Section 2:107a, paragraph 1(c), of the Netherlands Civil Code, and/or in the event of any other radical
change in the structure of the Company, the Executive Board ensures that the Supervisory Board is
closely involved in the takeover process and/or the change in the structure at an early stage.
If a takeover bid has been announced or issued for the shares or share certificates of the Company
and the Executive Board receives a request from a third competing bidder to inspect the Company's
records, the Executive Board discusses such a request with the Supervisory Board without delay.
If a private bid for a business unit or an investee the value of which exceeds the limit referred to in
Section 2:107a(1)(c) of the Dutch Civil Code has been disclosed, the Executive Board of the
Company publicly discloses its position on the bid and the reasons for this position as soon as
possible.
In the event of an acquisition situation, the Executive Board and Supervisory Board prioritise the
interests of the Company and the associated business activities.
Committees of the Supervisory Board
Due to the limited size, diversity and complexity of the issues to be addressed, the Supervisory Board
has not established a Risk and Audit Committee and a Remuneration and Nomination Committee. In
addition, there are no Executive Committee and Selection and Appointment Committee that deal
with the selection, nomination and appointment of Executive Board and Supervisory Board
members.
NBZ Annual Report 2021 Page | 26
External auditor
The external auditor is appointed by the General Meeting of Shareholders. The Board ensures that
the external auditor receives all information necessary for the performance of its work in good time.
The Board gives the external auditor an opportunity to respond to the information provided. The
external auditor reports to the Supervisory Board and the Executive Board with regard to the review
completed. After the review and audit, the auditor provides an opinion on the NBZ’s annual financial
statements, assessing the true and fair view these provide of the Company. The General Meeting of
Shareholders is authorised to enquire with the auditor about its opinion on the reliability of the
financial statements. The external auditor is authorised to speak about this matter at the Shareholders'
meeting.
The external auditor attends the Supervisory Board meetings at which the external auditor's report
on the audit of the financial statements is discussed. The auditor is available for the General Meeting
during which the adoption of the financial statements is considered. The external auditor informs the
Chair of the Supervisory Board without delay if he/she discovers or suspects any wrongdoing or
irregularity in the performance of audit duties. Deloitte is the external auditor as from the financial
year 2019. Due to the lack of an audit committee, no meeting between the external auditor and the
Supervisory Board took place in 2021 without the presence of the Manager.
General Meeting of Shareholders
Shareholders' meetings are convened by the Executive Board or by the Supervisory Board. The
Executive Board is required to convene a General Meeting within six weeks of receiving a request
in writing to this effect by shareholders jointly representing at least 10% of the issued share capital,
stating the subjects to be discussed. The regular annual meeting was held on 10 June 2021. The
following were discussed at this meeting of shareholders: the annual report, adoption of the financial
statements, appropriation of profit, discharge of the Executive and Supervisory Boards from liability,
and other agenda items. Agenda items for this meeting will be communicated to shareholders in
advance via the website.
The Chair of the General Meeting is responsible for ensuring the proper meeting order in order to
facilitate meaningful discussion at the meeting.
If a shareholder has had an item placed on the agenda, he/she explains it at the meeting and, if
necessary, answers questions about it.
NBZ Annual Report 2021 Page | 27
A shareholder exercises the right to put an item on the agenda subject to consultation with the
Executive Board. If one or more shareholders intend to request that an item be put on the agenda that
may lead to a change in the Company's strategy, for example the resignation of one or more members
of the Executive Board or Supervisory Board, the Executive Board is given the opportunity to invoke
a reasonable period in which to respond (the response time). The possibility of invoking the response
time also applies to an intention as referred to above to seek judicial authorisation to convene a
General Meeting on the basis of Article 2:110 of the Dutch Civil Code. The relevant shareholder
respects the response time invoked by the management, as referred to in best practice provision of
the Code, Art. 4.1.7. If the Executive Board invokes a response time, it is a reasonable period not to
exceed 180 days from the time the Executive Board is informed by one or more shareholders of the
intention to put an item on the agenda until the day of the General Meeting at which the item is to be
discussed. The Executive Board uses the response time for further consideration and constructive
consultation, at least with the relevant shareholder(s), and explores the alternatives. At the end of the
response time, the Executive Board reports on this consultation and exploration to the General
Meeting. The Supervisory Board oversees this. The response time is invoked only once per General
Meeting and does not apply with respect to a matter for which a response time has been previously
invoked. It also does not apply when a shareholder holds at least three-quarters of the issued capital
as a result of a successful public offer.
A shareholder votes at his or her discretion. A shareholder who uses third-party voting advice is
expected to form his/her own opinion on the voting policy or voting advice provided by that adviser.
The General Meeting of Shareholders may pass a resolution to deprive a nomination for the
appointment of an Executive or Supervisory Board member of its binding character and/or a
resolution to dismiss an Executive or Supervisory Board member by an absolute majority of the votes
cast. This majority may be subject to the requirement that it represents a specified proportion of the
issued capital, and this proportion cannot exceed one third. If this portion is not represented at the
meeting, but an absolute majority of the votes cast supports the resolution to remove the binding
nature of the nomination or to dismiss, the resolution may be passed at a new meeting to be convened
by an absolute majority of votes, regardless of the portion of the capital represented at that meeting.
The Company has no financing preference shares.
Institutional investors (pension funds, insurers, investment institutions, asset managers) annually
post their policy on the exercise of voting rights for shares they hold in listed companies, in any event
on their website.
Institutional investors annually post a report on the implementation of their policy on exercising
voting rights during the relevant financial year, on their website and/or in their management report.
In addition, they report at least quarterly on their website whether and how they voted as shareholders
at General Meetings. This report is posted on the institutional investor's website.
Shareholders are entitled to cast one vote for each ordinary share they hold, and they may vote by
proxy if they prefer. Resolutions of the General Meeting of Shareholders are passed by a simple
majority of the votes cast, unless the law or the Articles of Association require a different majority.
There is no procedure for remote or advance voting.
If the Executive Board and the Supervisory Board do not provide the General Meeting with all the
information requested by invoking an overriding interest of the Company, they are required to
substantiate their reasons. The Company defines an outline policy on bilateral contacts with
shareholders that is posted on its website.
NBZ Annual Report 2021 Page | 28
Analyst meetings, analyst presentations, presentations to (institutional) investors and press
conferences are announced in advance via the Company's website and press releases. Analyst
meetings and presentations to investors do not take place shortly before the publication of regular
financial information. All shareholders can follow these meetings and presentations simultaneously
by webcasting, telephone or other means. The presentations will be posted on the Company's website
after the meetings.
The Company posts and updates information relevant to shareholders that it is required to publish or
file under the applicable Company and securities legislation on a dedicated section of the Company's
website.
Contacts between the Executive Board on the one hand and the press and financial analysts on the
other are handled and structured carefully and in compliance with applicable laws and regulations.
The Company does not take any actions that affect the independence of analysts from the Company
and vice versa.
In the Executive Board's Report, the management provides an overview of all outstanding or
potentially deployable safeguards against takeover of control of the Company, indicating the
circumstances and by whom such safeguards are expected to be activated.
Executive and Supervisory Board members who are nominated for appointment are present at the
General Meeting voting on their nomination.
The minutes of the General Meeting of Shareholders are adopted and signed by the Chair and the
minute taker. This must be done within 3 months of closing the meeting. The minutes are posted on
the Company's website. The Executive and Supervisory Boards provide the General Meeting of
Shareholders with all requested information, unless this would be contrary to an overriding interest
of the Company.
NBZ Annual Report 2021 Page | 29
Renumeration report
The following is an explanation of how the remuneration policy approved by the General Meeting
was implemented during the last financial year (2021).
Structure and remuneration policy
NBZ's current remuneration policy was adopted at the Special General Meeting of Shareholders
convened on 1 December 2016 and 15 October 2019. There were no changes in the remuneration
policy in 2021. The remuneration policy is published on the Company's website, including in the
issue prospectus/registration document of 2 December 2019. Remuneration is also disclosed in the
annual financial statements.
As a result of the implementation of the EU 'Shareholder Engagement' Directive into Dutch law as
of 1 December 2019, the remuneration policy will be determined every four years in the General
Meeting of Shareholders. The Supervisory Board drafts this policy and the General Meeting of
Shareholders adopts it.
Management fee
Under the Management Agreement between NBZ and the Manager, the Manager is entitled to an
annual management fee of 2% of the assets invested by NBZ, with a minimum of actual management
costs, plus a 34,050 EUR fee to cover personnel-related costs (excluding VAT). Furthermore, under
the Management Agreement, the Manager is entitled to an annual 15% performance fee if the
dividend yield in the financial year exceeds 8% (excluding VAT). In case of unilateral termination
of the Management Agreement by NBZ, the Manager is entitled to a termination fee, subject to
exceptions.
Result-dependent increase in fees
The Special General Meeting of Shareholders convened on 15 October 2019 decided to provide for
a result-dependent annual increase in the fees paid to the Manager, Executive Board and Supervisory
Board. This increase in fees is equal to 1/3 of the percentage increase in the investment portfolio, up
to a maximum portfolio size of 20 million USD.
Pursuant to agreement between the Manager, NBZ and FinShip BV (FH Nauta), FinShip is entitled
to:
an annual 34,050 EUR fee (ex VAT) (USD 38,590), payable to the Manager, excluding the
annual result-dependent increase as decided at the Special General Meeting of Shareholders
held on 15 October 2019;
an annual 18,000 USD fee (ex VAT) payable by NBZ N.V;
a success-related guidance fee of 2% on the amount that NBZ invests or reinvests (excluding
VAT). This fee is payable by NBZ N.V. and is spread evenly over the life of the investment.
NBZ Annual Report 2021 Page | 30
Pursuant to the agreement between the Manager and Toutatis Tax Management B.V. (M. Steenhuis),
Toutatis is entitled to:
an annual 11,350 EUR fee (ex VAT), payable by NBZ N.V., excluding the annual result-
dependent increase as decided at the Special General Meeting of Shareholders held on 15
October 2019;
In 2021, the above management fee amounts to 254,000 USD.
Remuneration of the Supervisory Board
The meeting sets the remuneration of the members of the Supervisory Board. The Supervisory Board
members receive the following remuneration:
the Chair: 15,000 USD per year; and the members: 11,000 USD per year, excluding the
annual result-dependent increase as decided at the Annual General Meeting of Shareholders
on 10 June 2020;
travel expenses are reimbursed.
In 2021, remuneration and allowances to the Supervisory Board amount to 36,000 USD.
NBZ Annual Report 2021 Page | 31
Mitigating risks
Operational, financial, compliance and tax risks
NBZ monitors the risks to which it is exposed: operational risks, financial risks and compliance risks.
The strategic and operational risks mainly relate to the shipping sector, fleet composition and, due to
the market situation, a strong focus on negative market developments as well as on ship owner and
tax-related risks. The financial risks concern credit, interest, currency, price and liquidity risks.
NBZ employs various means to manage these risks. Fixed procedures are followed for the periodic
preparation of quarterly and annual financial statements based on the accounting policies applied.
The Supervisory Board discusses the findings of the external auditor regarding the annual reporting
and control environment with the Executive Board.
The specific risks of the fleet are described in more detail in the section ‘Developments composition
fleet and performance investments’.
NBZ monitors the main risks related to the tax position. For cost reasons and because NBZ aims to
simplify its legal structure, the subsidiaries in Cyprus and Norway, as well as the feeder funds, have
been dissolved.
NBZ regularly verifies compliance with tax regulations.
Financial instruments and risks
Financial instruments
NBZ invests mainly in loans to and participations in shipping companies that own vessels. The
investments are defined as financial instruments, and these have specific risks, such as credit,
liquidity and market risk. Market risk can be classed as interest rate, price and currency risk. Below,
these risks are set out in further detail.
Credit risk
NBZ aims to minimise the risks associated with potential non-compliance by its counterparties. NBZ
enters into transactions with carefully selected parties and requires collateral when providing
investments and financing. During the erratic and extreme developments in the shipping industry in
recent years, it has become apparent that despite this selection, several shipping companies have run
into financial difficulties. The note ‘Developments composition fleet and performance investments’
details the current state of affairs in this area. NBZ has a concentration risk in the shipping sector,
which is inherent to its activities.
Liquidity risk
To limit liquidity risks, NBZ spreads the maturity and cash flows of its investments. The liquidity as
at 31 December 2021 is USD 327,000, well within internally set policies. Cash and cash equivalents
are held with ING Bank (Aa3 Moody's). NBZ issued private notes among private investors. At the
end of 2021, an amount of USD 725,000 was placed among these private investors. The solvency
and liquidity as at 31 December 2021 is a solid basis and liquidity risks are considered to be limited.
NBZ Annual Report 2021 Page | 32
Interest rate risk
Given NBZ's policy of investing in a fleet or financing ships in the medium term, financing with a
similar term (preferably equal to the contractual term and principal of the investment) is also used
for this purpose. NBZ indirectly makes use of variable interest-bearing loans taken by the Norwegian
investees that own the relevant vessels. During 2021 NBZ started the issuance of private notes with
a coupon of 6% per annum and a term of four years. At the end of 2021, USD 725,000 was placed
among private investors.
Price risk
NBZ invests in both ships and financing for ships. If NBZ is a lessor of a vessel, the Company may
run a price risk for the (residual) value of the vessel. NBZ’s policy is to hedge this value as much as
possible in contracts with the shipping companies (for example, by establishing selling rights at a
fixed price with the shipping company, put option). Within the range of the minimum price of these
selling rights and the market value of the vessel, the Company runs a price risk.
Currency exchange risk
The Company reports in US dollars, the dominant currency in the shipping industry. Investments,
equity and liabilities are denominated in US dollars. The Company is exposed to a limited currency
risk on cash held in Euros and on operating liabilities (creditors) in Euros related to the business
operations in a Euro-based environment. This risk is not material. NBZ shares are traded on the stock
exchange in Euros.
Determination of fair value
Vessel participations have no publicly available market information. However, information is
available on transactions in the assets of the holdings in ships, as this information is made available
by the manager of the SPVs on request. Apart from NBZ’s purchase of the 3% share in the motor
tankers Arctic and Antarctic and the purchase of the 15% share in the motor vessel FWN Momentum,
there was one market transaction of an entity in which NBZ participated during 2021, namely in
Nordic Handysize III AS.
Changes measurement level
As at 31 December 2021, the shareholding in Partankers XVII AS, Momentum CV and Nordic
Handysize III AS are measured at Level 3 based on recent market transactions (3RT).
Level 3 measurement based on recent market transactions
For participations in the above companies, the above transactions are used as a basis for determining
fair value with adjustments for interest, dividends paid and capital repayment if necessary. This takes
into account any subsequent events after the transaction date that may give cause for derogation from
this policy. The fair value hierarchy is explained in note 10.
Level 3 measurement based on DCF method
The measurements of the shares held in the companies UACC Bergshav II DIS, Henrietta Product
DIS, North Sea Gas AS, Parchem III AS, Brasgas IS, Thor Dahl Shipping AS, RF Tanker AS, Super
Greenship BV and the shares held in the four Forest Wave CV’s are measured on the basis of Level
3 measurement, applying the DCF method at the end of December 2021. NBZ tests the
risk premium in its investment decision, where the risk factors as set out in the
investment policies are taken into account. The diversity of investments and uncertainties
explain the range of risk premiums applied by NBZ to determine the fair value of the
investments based on the following details:
NBZ Annual Report 2021 Page | 33
Measurement method
Income approach, present value method
Cash flow horizon
2021 through 2027
Risk-free interest rate
1% - 2%
Risk premium applied
5% - 8%
Risk-free interest rate & applied risk premium
The risk-free interest rate is based on the US government bond rate that corresponds to the average
term of the investment. The risk premium is a result of several input variables that are based on the
market risk of the maritime sector, economic state of the specific sub-sector, maturity of the
investment, marketability of the investment, financing structure of the investment and individual
mark-ups and/or mark-downs. The risk-free rate and the applied risk premium together constitute the
discount rate of the estimated or fixed future cash flows associated with the investment. All variables
and input data required to create the (individual) discount rate and methodology are reviewed at least
annually, most recently as at 31 December 2021.
Credit risk
Credit risk of the shipping company is factored into the measurement in the applied risk premium.
For investments with less certain future cash flows, NBZ requires a higher risk premium at the time
of investment. During the term of the investments, the performance of the investment is evaluated
and the risk premium applied to determine fair value is adjusted as necessary. Most of the vessels are
leased on the basis of hull or time charter contracts, so the fund is exposed to occupancy risk of the
vessels to a limited extent.
Quantitative impact analysis
The two main parameters applied in the measurement model are estimated sales value of the
underlying vessels at the end of the investment period, and the discount rate applied. In determining
the estimated sales value at the end of the investment period, the estimated sales value as at 31
December 2021 is used as a basis. For this purpose, NBZ uses references from an external specialist.
Then, based on the remaining term of the relevant investment, an estimate is made of the sales value
at the end of the investment term. This takes into account agreements on selling prices at the end of
the term (e.g. put and call options). If no such agreements have been made, depreciation is applied
until the end of the remaining term of the investment.
Impact change estimated sales price as at 31/12/2021 on total value of assets
Change in estimated
sales price
deviation
measurement of
% change in value of
assets
-30% -1,392 -16%
-15% -696 -8%
15% 696 8%
30% 1,539 18%
NBZ Annual Report 2021 Page | 34
Regarding the impact of a change in the applied discount rate on the total value of the assets, please
refer to the table below.
Change in discount rate
deviation
measurement of assets
% change in value of
assets
-4% 546 8%
-2% 263 4%
2% -245 -4%
4% -474 -7%
As mentioned above, an external specialist advises on the sales value as at the closing date of each
financial year of the vessels in which NBZ invests. This external specialist is also consulted when
buying and selling investments. In addition, this external specialist is called in throughout the year
when changes in market conditions require advice.
NBZ Annual Report 2021 Page | 35
CONSOLIDATED FINANCIAL STATEMENTS
2021
Consolidated balance sheet as at 31 December (before profit appropriation)
The notes on pages 39 to 73 are an integral part of the financial statements.
(x USD 1.000)
31 Dec 2021 31 Dec 2020
Assets
Non-current assets
Loans issued (1) - -
Participations in ships (2) 6,046 4,759
Investments in joint ventures - 7
Current assets
Loans issued (1) - -
Participations in ships (2) 2,756 1,251
Other receivables (3) 54 117
Cash and cash equivalents (4) 327 402
Equity and liabilities
Group equity
(5)
Paid-up and called-up capital 1,013 978
Share premium general 15,508 8,952
Share premium shares A - 6,240
Revaluation reserve 3,320 1,346
Currency translation reserve - -7
General reserve -13,354 -11,096
Profit for the year 1,709 -78
Long-term liabilities
Bond loan (6) 725 -
Short-term liabilities
Other liabilities (7) 262 201
NBZ Annual Report 2021 Page | 36
Consolidated statement of profit or loss and of comprehensive income
The notes on pages 39 to 73 are an integral part of the financial statements.
January 1 to December 31
(x USD 1.000)
2021 2020
Income
Interest income loans issues (1) - 15
Other income 6 22
Alteration in valuations on participations in ships (2) 2,290 424
Results from investments in joint ventures -7 -
Other results
Transaction and investment costs -84 -78
Interest -25 -
Currency results -8 14
-117 -64
Operating expenses
Management fees (11) 254 191
Expenses feeder funds -1 4
Other operating expenses (13) 210 241
Result before taxes
Corporate income tax (14) - -39
Result of the year
Attributable to shareholders 1,709 -78
Result per share (x USD 1) 2.12 -0.10
Unrealized results
Unrealized results that may be classified to the profit and loss account
after initial recognition - -
Translation differences - -
Total unrealized results - -
Total result 1,709 -78
Attributable to shareholders 1,709 -78
Total result per share (x USD 1) (15) 2.12 -0.10
NBZ Annual Report 2021 Page | 37
Consolidated statement of changes in equity
The notes on pages 39 to 73 are an integral part of the financial statements.
(x USD 1.000)
Shares A
Shares B
Paid-up and called-
up capital
Share premium
general
Share premium
shares A
Revaluation
reserve
Currency
translation reserve
General reserve
Profit for the year
Total
Amount Amount
Position as of 1 January 2020 624,545 27,510 315 9,037 6,368 922 -7 -10,697 -208 5,730
Exchange 27,510 -27,510 -351 301 - - 50 - -
Repurchase OEK shares -38,303 - -1 - -566 - - 459 - -108
Stock dividend 11,459 - 14 -37 23 - - - - -
Share issue 170,447 - 2 -48 972 - - - - 926
Amendment of the Articles of Association - - 858 - -858 - - - - -
Currency change in share capital - - 141 - - - - -141 - -
Mutation in revaluation reserve - - - - - 424 - -424 - -
Dividend - - - - - - - -135 - -135
Appropriation of profit prior year - - - - - - - -208 208 -
Profit for the year - - - - - - - -78 -78
Position as of 31 December 2020 795,658 - 978 8,952 6,240 1,346 -7 -11,096 -78 6,335
(x USD 1.000)
Shares A
Shares B
Paid-up and called-
up capital
Share premium
general
Share premium
shares A
Revaluation
reserve
Currency
translation reserve
General reserve
Profit for the year
Total
Amount Amount
Position as of 1 January 2021 795,658 - 978 8,952 6,240 1,346 -7 -11,096 -78 6,335
Stock dividend 35,832 - 42 -122 80 - - - - -
Share issue 99,428 - 112 - 478 - - - - 590
Repurchase of shares -36,847 - -43 -120 - - - - - -163
Currency change in share capital - - -76 - - - - 76 - -
Mutation in revaluation reserve - - - - - 1,974 - -1,974 - -
Dividend - - - - - - - -275 - -275
Transfer - - - 6,798 -6,798 - 7 -7 - -
Appropriation of profit prior year - - - - - - - -78 78 -
Profit for the year - - - - - - - - 1,709 1,709
Position as of 31 December 2021 894,071 - 1,013 15,508 - 3,320 - -13,354 1,709 8,196
NBZ Annual Report 2021 Page | 38
Consolidated statement of cash flows
The notes on pages 39 to 73 are an integral part of the financial statements.
1 januari t/m 31 december
(x USD 1.000)
2021 2020
Result from ordinary activities before taxes 1,709 -78
Adjustments for:
Alterations in valuation on participations in ships (2) -2,290 -424
Interest costs -25 -
Interest income (financial lease and loans issued) - -15
Change in working capital and others 164 -194
Cashflow from business activities
-442 -711
Received interest from loans issued (1) - 16
Refunds from participations in ships (2) 1,263 519
Investments in participations in ships (2) -1,765 -1,218
Investments in loans issued - 396
Cashflow from investment activities
-502 -287
Repurchase OEK shares - -108
Repurchase shares -163 -
Receipts from issues of shares 590 926
Dividends paid out (5) -275 -135
Receipts from bond loans 725 -
Cashflow from financing activities
Foreign exchange result and translation differences on
cash and cash equivalents -8 14
Connection to cash and cash equivalents
Increase/(decrease) cash and cash equivalents -75 -301
Balance cash and cash equivalents as at 1 January 402 703
Balance cash and cash equivalents as at 31 December 327 402
NBZ Annual Report 2021 Page | 39
General notes
Incorporation, objective and activities
Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. (hereafter NBZ) was incorporated on
16 March 2005 in the Netherlands . On 14 November 2011, the company was converted from B.V.
to N.V. The company has its registered office in Rotterdam and has its actual office in Amsterdam ,
Strawinskylaan 485 with effect from 1 January 2017. The company is registered with the Chamber
of Commerce under number 24375220.
On 12 September 2012, NBZ was converted from an investment institution with an open-end
structure into an investment institution with a closed-end structure. Potential expansion of capital
will take place through the issuance of new shares and no longer through a continuous issuance as
under an open-end structure. The provisions regarding the closed-end structure are set out in the
supplement of 12 September 2012 to the Prospectus 2011.
For a detailed explanation of the investment policy, reference is made to the Prospectus 2011, dated
15 November 2011, the Prospectus 2016, dated 15 April 2016, the Prospectus 2019, dated 2
December 2019 and the Prospectus 2020, dated 22 January 2020. An overview of the investments of
NBZ is included in the notes to the balance sheet.
The consolidated financial statements for the financial year ended 31 December 2021 include NBZ
and its subsidiaries. The management has prepared the consolidated financial statements and released
them for publication on 26 April 2022. The consolidated financial statements for the financial year
ending on 31 December 2021 have been approved by the Supervisory Board on 19 April 2022 and
will be submitted for adoption to the shareholders on 9 June 2022.
Listing on Euronext Amsterdam
As of 15 November 2011, the company's A shares are listed on Euronext Amsterdam. Trading takes
place on the basis of daily rates. The ISIN code of the A shares is NL0010228730.
Basis of consolidation
Participating interests over which NBZ has control and the right to variable returns from the
participating interest as well as the ability to influence the size of the income from the participating
interest are consolidated. Participating interests are fully included in the consolidated statements from
the date on which the aforementioned conditions are first met until the date on which these conditions
are no longer met. The full consolidation method has been applied.
Intercompany transactions, receivables, debts and unrealized results on transactions between group
companies are eliminated in the consolidation. The accounting policies of participating interests have
been adjusted, insofar as necessary, to the accounting policies of NBZ.
NBZ Annual Report 2021 Page | 40
These financial statements include the financial information of NBZ and its wholly-owned
subsidiaries:
Name of subsidiary Activities (in which investments
are made)
Place of business
Venere Scheepvaart B.V.
Investment in Momentum CV
Rotterdam, Netherlands
During 2021 multiple subsidiaries were liquidated. R. Star Management B.V. is included in the
consolidation up to and including 22 September 2021. NBZ CO-MAN COMP.1 B.V. is included in
the consolidation up to and including 28 September 2021. SPVNautilus B.V. is included in the
consolidation up to and including 25 October 2021. NBZ Norway AS is included in the consolidation
up to and including 25 October 2021.
Participations over which NBZ does not have significant control are not consolidated. From the
moment that NBZ loses its control over a subsidiary, the relevant participation is no longer
consolidated. The result realized on disposal of the interest in the investee is calculated as the
difference between (i) the sum of the fair value of the compensation received and the fair value of
any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less
liabilities of the subsidiary and any minority interests. Any amounts previously recognized in other
comprehensive income related to that subsidiary are accounted for as if NBZ had directly disposed
of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or to another
category of equity transferred as required/allowed by applicable IFRS standards). The fair value of
any investment held in the former subsidiary at the date control is lost is considered to be the fair
value on initial recognition for subsequent accounting under IFRS 9 if applicable, or the cost on
initial recognition of an investment in an associate or a joint venture.
Subsequent events
The MS AS Elbia, owned by Nordic Handysize III AS, was as planned delivered to buyers in
January 2022. Nordic Handysize III AS keeps the ownership of the MS AS Elenia.
In January 2022, North Sea Gas AS, owner of the MT Gas Master and the MT Gas Mariner,
merged with B-Gas Maud (owner of the MT Gas Maud) and Bergshav Shipping Ltd (owner of the
MT Gas Margrethe, the MT Gas Neptune and the MT Gas Venus). The new company owning the 6
LPG carriers is called B-Gas NGC ltd. NBZ will have an ownership of 1.75% in the new company.
After the sale in 2021 of the remaining two chemical tankers owned by Parchem III AS, the MT
Cristina and the MT Maria, Parchem III AS liquidated in February 2022 and the sales proceeds
were subsequently distributed according plan to the shareholders.
The MS Vectis Falcon, owned by Super Greenship BV, was sold for EUR 9 mln gross. Delivery is
planned in April 2022.
NBZ sympathizes with the victims of the war in Ukraine and hopes that this human tragedy will soon
come to an end. From an economic point of view, wars in the past have often led to an increase in
market rates as disruption of trading trade routes often causing an increase in the demand for shipping
space because of an increase of tonne-miles. Currently we don’t notice any substantial impact on the
charter rates, but this might change in the coming period.
NBZ Annual Report 2021 Page | 41
Accounting principles
The consolidated financial statement is drawn up in accordance with the International Financial
Reporting Standards (IFRS) approved by the European Union and also complies with the legal
provisions of Part 9 of Book 2 of the Dutch Civil Code. The provisions under the “Wet of het
financieel toezicht” (Wft) have also been included in the annual accounts, insofar as they apply to
the fund.
The consolidated financial statements have been prepared on the basis of historical cost prices, with
the exception of the participations in ships. Income and expenses are allocated to the year to which
they relate. The financial statements have been prepared on the basis of the going concern principle.
The financial statements are presented in units of one thousand US dollars unless stated otherwise.
Use of estimates and assumptions
The preparation of financial statements in accordance with IFRS involves using estimates and
assumptions in the valuation of assets and liabilities and in the preparation of the notes to the assets
and liabilities as at the balance sheet date as well as in the items in the profit and loss account for the
reporting period. Although these estimates are based on current market information, knowledge, and
experience of the manager at the time of preparing the financial statements, actual results may
ultimately differ. It is therefore possible that the results will deviate from the assumptions during the
coming financial year, which may affect the carrying amount of the assets or liabilities concerned.
Determination of the fair value of investments is performed on the basis of cash flow analyses in
order to arrive at an adequate valuation, these analyses contain estimates (see notes 1, 2 and 8). In
addition, the manager makes estimates for the collectability of receivables, the loan loss provision
(see note 4) and the expected results for the purpose of determining deferred tax receivables (see note
14).
Accounting policies for the valuation of assets and liabilities in the consolidated
balance sheet
Financial Instruments - IFRS 9
A financial asset or financial liability is considered to be held to be traded:
(a) it is acquired or entered into principally for the purpose of selling or repurchasing it in the short
term; or
(b) on initial recognition, is part of a portfolio of identified financial instruments that are managed
together and for which there is evidence of a recent current pattern of short-term profit-making.
A financial asset held for trading is initially measured at fair value, with all transaction costs
recognized directly in the income statement. The subsequent measurement relates to fair value
through profit or loss.
A financial asset is measured at amortized cost if it is held within a business model whose purpose
is to hold financial assets to receive contractual cash flows and which are only payments of principal
and interest. These financial assets are initially valued at fair value plus directly attributable
additional costs of acquisition or issue. The subsequent valuation concerns amortized cost.
The company does not apply hedge accounting.
NBZ Annual Report 2021 Page | 42
Loans issued
Granted long-term loans, other than loans that qualify as investments, are valued at amortized cost.
The manager assesses annually whether there has been a change in credit risk and any provision is
calculated and accounted for.
Investments in participations in ships
Investments in participations in ships are valued at fair value, the movements in fair value are credited
or charged to the result. The investments have no frequent market valuation. Transaction costs are
recognized as an expense in the profit and loss account on initial valuation. The fair value of the
investments is determined using the income approach, based on the calculation of the present value
of the future expected cash flows of the investments. Depending on the available information, the
fair value may also be based on market transactions. In determining the present value, the cash flows
are evaluated by the manager on each balance sheet date. For the valuation, a discount rate is applied
that is tailored to the risk profile of the investment. The risk profile includes estimates and
assumptions regarding the situation and developments in the shipping sector and if applicable,
processes the relevant sub-markets. NBZ bases the assumptions on its experience and expectations
of the shipping market.
For the cash flows from investments, NBZ assesses when and to what extent the cash flows will be
received based on the aforementioned situation and developments in the relevant shipping sectors.
The risk-free discount rate is based on USD risk-free yield curves. Risk premiums depend on the
estimates of the risk profile. NBZ includes in these estimates the contractual revenues that the
shipping company generates (time charter revenues less operating expenses), any subordination of
its (mortgage) rights, the condition of the ship (collateral), the expected residual value and other
relevant factors for the specific asset (investment). The valuation considers the uncertainty regarding
the receipt of the cash flow and the risk premium in the discount rate. If recent market quotations are
available for comparable investments (which have been established in an active market), the
determined fair values are tested against this market information. Specific considerations in the
valuation of the investments are set out in the notes to these investments.
Unrealized changes in the fair value of the investments are presented separately in equity under the
revaluation reserve (in accordance with Article 390 of Book 2 of the Dutch Civil Code). The
revaluation reserve will not show a negative position for each individual investment, negative
positions are charged to the result. The revaluation reserve concerns the allocation of the free reserves
for unrealized revaluations of the participations. If necessary, deferred taxes have been considered.
Given the tax position of NBZ, this effect is nil.
Investments in joint ventures
A joint venture is a form of partnership. These are participations over which NBZ has agreed joint
control with other contracting parties and for which strategic decisions on financial and operational
policy are taken with unanimous consent. NBZ is only entitled to the net assets of joint ventures.
Joint ventures are valued at cost on initial recognition. Subsequently, these joint ventures are
accounted for using the equity method (equity method) on the basis of the valuation principles of
NBZ, less accumulated impairment losses, if relevant. When the share of NBZ in the negative results
is greater than the value of the interest in the joint venture, the carrying amount of the joint venture
is valued at nil and further losses are no longer taken into account.
NBZ Annual Report 2021 Page | 43
Deferred tax assets and liabilities
Deferred tax assets and liabilities are determined using the liabilities method, based on the temporary
differences between the taxable value of assets and liabilities and the carrying amount in the
consolidated balance sheet. Deferred taxes are determined based on the expected relevant tax rates
at the time the tax asset or liability is settled. Deferred tax assets and liabilities arise for temporary
deductible differences and temporary taxable differences respectively. Deferred tax assets are
recognized to the extent that it is probable that future taxable income can be offset against the
temporary difference.
Receivables and other receivables
Receivables and other receivables are initially recognized at fair value, increased by any costs
associated with entering into the receivable. Subsequent valuation is at amortized cost based on the
effective interest method less a credit provision for future bad debts, if deemed necessary.
Receivables with a term of less than one year are not discounted unless the time value is significant.
Cash and cash equivalents
Cash and cash equivalents are bank balances. Due to its short-term nature, the nominal value is equal
to the fair value.
Long-term liabilities
Long-term liabilities are initially recognized at fair value less any costs associated with incurring the
liability. After initial recognition, interest-bearing debt is stated at amortized cost using the effective
interest method.
Creditors and other liabilities
Creditors and other liabilities are initially recognized at fair value less any costs associated with
incurring the liability. After initial recognition, interest-bearing debt is stated at amortized cost using
the effective interest method. Liabilities with a maturity of less than one year are not discounted
unless the time value is significant.
Offsetting
Items of similar assets and liabilities are netted per counterparty if there is a contractual and statutory
right to set off, if there is an intention to set off and the receivables and debts to be set off have
corresponding terms.
Accounting policies for the consolidated statement of profit or loss and of
comprehensive income
Income from loans and participations in ships
Income from loans and participations in ships includes the interest income from the loans granted
and the value changes in the fair value of participations in ships.
Interest income
Interest income on receivables and loans are accounted for using the effective interest method.
Results of investments in joint ventures
Under results from investments in joint ventures, the share of NBZ in the result of the joint venture
is included based on the equity method and the valuation principles of NBZ.
Interest expenses
The interest expense on liabilities and debts is accounted for using the effective interest method.
NBZ Annual Report 2021 Page | 44
Other costs
Other costs are allocated to the year to which they relate.
Corporate income tax
All NBZ group companies are subject to Dutch corporate income tax with the exception of NBZ
Norway AS. NBZ Norway AS is subject to local applicable tax laws. For some participations the
tonnage tax regime is applicable. Therefore the result from those participations is taxed according to
the tonnage tax regime.
Foreign currency transactions and currency conversion
The consolidated financial statements are prepared in US dollars, the company's functional currency.
NBZ uses the US dollar as a functional and presentation currency because the US dollar is the main
currency for shipping financing.
Transactions in foreign currencies are converted to the functional currency at the exchange rate on
the transaction date. Non-monetary assets and liabilities, if any, are translated at the exchange rate
on the trade date. Monetary assets and liabilities denominated in foreign currencies are translated at
the exchange rate on the balance sheet date. Currency results arising from the settlement of such
transactions are recognized in the profit and loss account under other financial income and expenses.
If the functional currency of subsidiaries deviates from the US dollar, the exchange differences
resulting from conversion are recognized under exchange rate differences (NBZ Norway) in equity.
The cumulative exchange rate difference is credited or charged to the result on any sale of a
subsidiary.
The exchange rate of 1 USD per balance sheet date amounts to 0,88230 USD or 1 EUR = 1.13340
USD (31 December 2020: 1 USD = 0.81406 EUR or 1 EUR = 1.2284 USD )
Accounting policies for the consolidated cash flow statement
The cash flow statement has been prepared using the indirect method. The cash in the cash flow
statement consists of cash and cash equivalents.
Cash flows from investing activities include cash flows for investments. Interest income and
expenses directly related to this have been allocated to the investing activities. The cash flows from
financing activities include the cash flows with investors and providers of loan capital (only for the
receipt and payment of principal amounts).
Related parties
The following can be distinguished as related parties of NBZ: subsidiaries, joint ventures,
shareholders with significant influence, the manager (Annexum Beheer B.V.) and its parent
company and the supervisory board.
Stichting Beleggingsrekeningen NBZ
At year-end 2021, 44,436 A shares of the company were held by Stichting Beleggingsrekeningen
NBZ. Stichting Beleggingsrekeningen NBZ issues participations to investors for these shares (year-
end 2020: 115,454 participations).
NBZ Annual Report 2021 Page | 45
Annexum Beheer B.V.
Regarding the management of NBZ, the companies and Annexum Beheer B.V. concluded a
management agreement (see notes to the management fee). In this agreement, among other things,
the work to be performed is agreed, such as:
performing general management tasks;
organizing share issues, approaching and negotiating with potential investors;
preparing to make and manage investments;
maintaining contacts with all parties involved (investors and regulators);
preparing and distributing financial reports etc.
Related party transactions
The receivables, liabilities and transactions are explained below:
Receivables and liabilities
Transactions
Management fee
During the reporting year the management of the company was conducted by Annexum Beheer B.V.
The management fee to be remunerated is set at 2% of the capital invested by the company with a
minimum of actual management costs plus a fee (excl. VAT) of 34,050 EUR (2020: 30,000 EUR).
At the Extraordinary General Meeting of Shareholders of 15 October 2019, it was decided on a result-
related annual increase in the fees to the Manager, the management, and the Supervisory Board. This
fee increase is equal to 1/3 of the percentage increase in the investment portfolio, up to a maximum
portfolio size of USD 20 million.
(x USD 1.000)
Receivables Liabilities Receivables Liabilities
2021 2021 2020 2020
B.V. NBZ-Shares B1 - - - -
B.V. NBZ-Shares B3 - - - -
Stichting Beleggingsrekeningen NBZ 42 - 54 -
Svetlana Shipping C.V. - - - -
Svetlana B.V. - 1 - 1
NBZ Co-M an Comp.1 B.V. - - - -
As of 31 December
42 1 54 1
(x USD 1.000)
2021 2020 2021 2020 2021 2020 2021 2020
B.V. NBZ-Shares B1 - - - - - 1 - -
B.V. NBZ-Shares B2 - - - - - 1 - -
B.V. NBZ-Shares B3 - 2 - - - 1 - -
B.V. NBZ-Shares B4 - - - - - 1 - -
B.V. NBZ-Shares B5 - - - - - 1 - -
Svetlana Shipping C.V. - - - - - - - -
220 154 34 37 - - - -
220 156 34 37 - 5 - -
Dividend Refunds
Annexum B.V.
Charged costs Managementfee
NBZ Annual Report 2021 Page | 46
Principles of segmentation
No separate explanation has been included about segmentation, as NBZ only focuses on activities
related to investments in ships.
In addition, the information assessed by the chief operating decision maker (CODM) is the same as
the information reported in the financial statements of NBZ.
Portfolio Turnover Rate
The portfolio turnover rate (PTR) indicates the turnover rate of the portfolio. The PTR does not apply
to investment funds that exclusively invest in real estate on the basis of Article 123.2 BGfo. NBZ
invests exclusively in ships and thereby provides loans/financial instruments to finance ships. From
an informative point of view, it has been decided to include the PTR calculation because NBZ's
investments have a relationship with real estate. The results of the PTR calculation may provide less
information than about real estate.
The prescribed formula for calculating the PTR is: [(purchases of securities + sales of securities) -/-
(subscription of units + redemptions of units)] / the average net asset value of the company.
For NBZ, securities purchases mean the investment in a ship as well as the issuance of loans. This
includes the part of the investment that is financed with loan capital. Securities sales also include
redemptions on loans granted by NBZ.
The average net asset value of the company is calculated by: the sum of the net asset value of all
observations / the number of observations. The observations are made on 31 December of the
previous financial year, 31 March, 30 June, 30 September and 31 December. The observations on 31
December of the previous financial year and of the current financial year are each weighted at 0.5;
the other observations are weighted 1.0.
Based on the aforementioned calculation, the PTR will be 44% in 2021 (2020: 44%). In this
calculation, gross investment is used (before deduction of bank financing), and any repayments of
loans granted by shipping companies are not defined as securities sales in this formula.
NBZ Annual Report 2021 Page | 47
Notes to the consolidated balance sheet and profit and loss account
1. Loans issued
The movement of the loans can be specified as follows:
(x USD 1.000)
2021 2020
As of 1 January - 396
Repayment received from MT Michelle, refinancing - -396
Penalty interest to be claimed - -
As of 31 December
- -
(x USD 1.000)
2021 2020
Classification
Long-term loans - -
Short-term loans -
As of 31 December
- -
NBZ Annual Report 2021 Page | 48
2. Participations in ships
Movements in investments in participations in ships can be specified as follows:
The risk profile of the participations in ships mainly consists of a decrease in the value of the participations because of economic conditions in shipping.
The short-term part will be sold or redeemed in 2022.
(x USD 1.000)
Henrietta Eagle II North Sea Nordic
Parchem
Thor Dahl
RF Brasgas
Forest Wave Partankers Momentum Total
Gas Handysize
III Tankers
As of 1 January 2020 350 490 563 521 612 402 414 419 1,116 - - - 4,887
Investments - - - - - - - - - 1,218 - - 1,218
Disposals (sales) - - - - - - - - - - - - -
Refunds -181 -72 -28 - - -134 -41 -63 - - - - -519
Change in fair value 23 55 61 -167 -9 104 165 46 85 61 - - 424
As of 31 December 2020
192 473 596 354 603 372 538 402 1,201 1,279 - - 6,010
Classification as of 31 December 2020
listed as long-term - 408 517 - 485 525 344 1,201 1,279 - - 4,759
listed as short-term 192 65 79 354 118 372 13 58 - - - - 1,251
As of 31 December 2020
192 473 596 354 603 372 538 402 1,201 1,279 - - 6,010
Investments - - - - - - 25 - - - 546 1,194 1,765
Disposals (sales) - - - - - - - - - - - - -
Refunds -203 - - -45 -261 -343 - - -377 - -34 - -1,263
Change in fair value 11 72 -62 302 43 631 -52 133 228 934 41 9 2,290
Classification as of 31 December 2021
listed as long-term - - 410 - - - 484 353 1,052 2,213 434 1,100 6,046
listed as short-term - 545 124 611 385 660 27 182 - - 119 103 2,756
As of 31 December 2021
- 545 534 611 385 660 511 535 1,052 2,213 553 1,203 8,802
Super
Greenship
NBZ Annual Report 2021 Page | 49
NBZ’s investments as of 31 December 2021 include the following participations:
1. MT Eagle. The MT Eagle is a long-range product tanker of 74,000 dwt, built in China
and delivered in 2009. NBZ participates at 6.5% in UACC Bergshav Tanker II DIS,
the owner of the vessel. The charterer, United Overseas Group, has taken the vessel
on a five-year bareboat charter agreement until December 2022. The vessel operates
worldwide. The bareboat charter agreement includes put and call options. Start date
of investment by NBZ: 29 December 2017. Exposure of NBZ as at 31 December
2021: USD 545,000.
2. MT Gas Mariner, MT Gas Master. The Gas Mariner and the Gas Master are LPG
carriers of 3,400 dwt, built in Turkey and delivered in 2007. The vessels are
commercially operated by B-Gas Ltd on medium-term contracts within the northwest
European area. Until the end of January 2022, NBZ owned 5.25% of the shares of
North Sea Gas AS (NSG), the owner of the two vessels. On 28
th
of January 2022,
NSG merged with B-Gas Maud Ltd, owner of the MT Gas Maud and Bergshav
Shipping Ltd, owner of the MT Gas Margrethe, the MT Gas Neptune and the MT
Gas Venus. The name of the merged company and the new owner of the six gas
carriers is B-Gas NGC Ltd. B-Gas Ltd is the commercial manager of the six vessels.
NGC owns 1.75% of the new company B-Gas NGC Ltd. Start date of (original)
investment by NBZ in NSG: 14
th
of March 2017. Exposure of NBZ as at 31
December 2021: USD 534,000.
3. MS Elbia, MS Elenia. The MS Elbia and the MS Elenia are handysize bulk carriers
of 35,000 dwt, built in Korea and delivered in 2011. NBZ owns 3% of Nordic
Handysize III AS, the owner of the aforementioned two vessels. The vessels were
bought in 2018 for USD 10.6 million each. The MS Elbia was sold in January 2022
for USD 16.7 million. The remaining vessel, the MS Elenia, is on TC until the
beginning of 2023 at a rate of USD 21,750 per day. The commercial operator is
Nordic Hamburg. Start date of investment by NBZ: 1 November, 2017. Exposure of
NBZ as at 31 December 2021: USD 611,000.
4. MT Caribe Cristina and MT Caribe Maria. The MT Caribe Cristina and the MT
Caribe Maria are chemical tankers of 11,300 dwt, built in Korea. NBZ is 7% owner
of Parchem III AS, the former owner of the vessels. The vessels were on bareboat
charter to Caribe Tankers Ltd. Both vessels were sold during the last quarter of 2021;
following this sale Parchem III AS has been liquidated in February 2022. The final
gross return on investment (IR) generated by NBZ is estimated to be approximately
7.9% p.a. Start date of investment by NBZ: 7 September 2018. Exposure of NBZ as
at 31 December 2021: USD 385,000.
NBZ Annual Report 2021 Page | 50
5. Thor Dahl Shipping AS. In 2017, NBZ obtained an ownership of 3% in Thor Dahl
Container DIS, owner of the MS Thorsky and the MS Thorswind, both 2,169 TEU
container vessels built in Germany and delivered in 1999. At the end of 2019, the
investment was restructured whereby the two vessels were swapped for an ownership
of 3.5% in Thor Dahl Shipping AS (TDS). Besides the Thorsky and the Thorswind,
TDS owns a 34% participation in the MS Thorstar, a 2,800 TEU vessel, built in 2003.
In June 2021 TDS sold the MS Thorsky and the MS Thorswind to a Norwegian entity
(TDS Containerships VI AS) and took an interest of 25% in this company. Soon
afterwards, TDS Containerships VI AS sold the MS Thorsky. The interim gross
return on the investment (IR), taken into account the sale and the estimated future
income on the remaining partly owned vessels, amounts to approximately 39% p.a.
Start date of the investment by NBZ: 9 October, 2018. Exposure of NBZ as at 31
December 2021: USD 660,000.
6 MT Azra-S and MT Ozden-S. The MT Azra-S and the MT Ozden-S are chemical
tankers of 5,800 dwt, built in Turkey and delivered in 2006/07. NBZ is 7% owner of
RF Tanker AS, the owner of the vessels. Both vessels are on a 1 year TC to
Christiania Shipping AS as from April-May 2022. Start date of investment by NBZ:
2 July, 2019. Exposure of NBZ as at 31 December 2021: USD 511,000.
7
MT Kempton. The MT Kempton is an LPG carrier of 5,000 dwt, built in Japan and
delivered in 2000. NBZ owns 18% of BrasGas IS, the owner of the vessel. The vessel
is on bareboat contract until 2025 to Transgas Shipping Lines SAC, Peru. The
bareboat agreement includes a put option at the end of the contract period. Start date
of the investment by NBZ: 29 November 2019. Exposure of NBZ as at 31 December
2021: USD 535,000.
8
MT Arctic and MT Antarctic. The MT Antarctic and the MT Arctic are suezmax
tankers of 165,000 dwt each. NBZ owns 3% of Partankers XVII AS, the owner of
the two vessels. Both vessels are bareboat chartered to Tsakos Energy Navigation
Ltd (listed on NYSE) for a period of five years (plus three options of one year). Start
date of the investment by NBZ: 17 June 2021. Exposure of NBZ as at 31 December
2021: USD 553,000.
9
MS Vectis Eagle, MS Vectis Falcon, MS Vectis Harrier, MS Vectis Osprey (Vectis
vessels). The Vectis vessels are multipurpose (MPP) geared (2 x 80t) vessels of 8,600
dwt, built in the Netherlands and delivered in 2012. NBZ owns 5.6% of Super
Greenship BV, the owner of the vessels. The MS Vectis Eagle was sold during the
last quarter of 2021. Carisbrooke is the manager of the vessels. Start date of the
investment by NBZ: 17 December 2019. Exposure of NBZ as at 31 December 2021:
USD 1,052,000.
NBZ Annual Report 2021 Page | 51
10
MS FWN Bonafide, MS FWN Rapide, MS FWN Solide, MS FWN Splendide (FWN
vessels). The FWN vessels are multipurpose (MPP) geared (2 80t) vessels of
10,500 dwt, built in the Netherlands and delivered in 2006. NBZ owns 11.8% of the
CVs owning the vessels. The vessels are on time charter to Forest Wave until October
2024. There is a put/call arrangement between NBZ and Forest Wave for 50% of the
shares. Start date of the investment by NBZ: 26 March 2020. Exposure of NBZ as at
31 December 2021: USD 2,213,000.
11 MS Momentum. The MS Momentum is a multipurpose (MPP) geared (2 80t
cranes) vessel of 10,500 dwt, built in the Netherlands in 2010. NBZ owns as limited
partner 15% of Momentum CV, the owner of the vessel. Part of the investment (USD
590K) was not paid in cash. Shares have been issues for this transaction. Forest Wave
Navigation is the commercial manager. To limit the downside risk, NBZ and the
seller of the participation came to an agreement regarding the limitation of the
downside risk for NBZ during the first two years of operation. NBZ has an option to
put the vessel up for sale in 2025. Start date of the investment by NBZ: 6 December
2021.
Determination of fair value
Vessel participations have no publicly available market information. However, information is
available on transactions in the assets of the holdings in ships, as this information is made available
by the manager of the SPVs on request. Apart from NBZ’s purchase of the 3% share in the motor
tankers Arctic and Antarctic and the purchase of the 15% share in the motor vessel FWN Momentum,
there was one market transaction of an entity in which NBZ participated during 2021, namely in
Nordic Handysize III AS.
Changes measurement level
As at 31 December 2021, the shareholding in Partankers XVII AS, Momentum CV and Nordic
Handysize III AS are measured at Level 3 based on recent market transactions (3RT).
Level 3 measurement based on recent market transactions
For participations in the above companies, the above transactions are used as a basis for determining
fair value with adjustments for interest, dividends paid and capital repayment if necessary. This takes
into account any subsequent events after the transaction date that may give cause for derogation from
this policy. The fair value hierarchy is explained in note 10.
Level 3 measurement based on DCF method
The measurements of the shares held in the companies UACC Bergshav II DIS, Henrietta Product
DIS, North Sea Gas AS, Parchem III AS, Brasgas IS, Thor Dahl Shipping AS, RF Tanker AS, Super
Greenship BV and the shares held in the four Forest Wave CV’s are measured on the basis of Level
3 measurement, applying the DCF method at the end of December 2021. NBZ tests the risk premium
in its investment decision, where the risk factors as set out in the investment policies are taken into
account. The diversity of investments and uncertainties explain the range of risk premiums applied
by NBZ to determine the fair value of the investments based on the following details:
Measurement method
Income approach, present value method
Cash flow horizon
2021 through 2027
Risk-free interest rate
1% - 2%
Risk premium applied
5% - 8%
NBZ Annual Report 2021 Page | 52
Risk-free interest rate & applied risk premium
The risk-free interest rate is based on the US government bond rate that corresponds to the average
term of the investment. The risk premium is a result of several input variables that are based on the
market risk of the maritime sector, economic state of the specific sub-sector, maturity of the
investment, marketability of the investment, financing structure of the investment and individual
mark-ups and/or mark-downs. The risk-free rate and the applied risk premium together constitute the
discount rate of the estimated or fixed future cash flows associated with the investment. All variables
and input data required to create the (individual) discount rate and methodology are reviewed at least
annually, most recently as at 31 December 2021.
Credit risk
Credit risk of the shipping company is factored into the measurement in the applied risk premium.
For investments with less certain future cash flows, NBZ requires a higher risk premium at the time
of investment. During the term of the investments, the performance of the investment is evaluated
and the risk premium applied to determine fair value is adjusted as necessary. Most of the vessels are
leased on the basis of hull or time charter contracts, so the fund is exposed to occupancy risk of the
vessels to a limited extent.
Quantitative impact analysis
The two main parameters applied in the measurement model are estimated sales value of the
underlying vessels at the end of the investment period, and the discount rate applied. In determining
the estimated sales value at the end of the investment period, the estimated sales value as at 31
December 2021 is used as a basis. For this purpose, NBZ uses references from an external specialist.
Then, based on the remaining term of the relevant investment, an estimate is made of the sales value
at the end of the investment term. This takes into account agreements on selling prices at the end of
the term (e.g. put and call options). If no such agreements have been made, depreciation is applied
until the end of the remaining term of the investment.
Impact change estimated sales price as at 31/12/2021 on total value of assets
Change in estimated
sales price
deviation
measurement of
% change in value of
assets
-30% -1,392 -16%
-15% -696 -8%
15% 696 8%
30% 1,539 18%
Regarding the impact of a change in the applied discount rate on the total value of the assets, please
refer to the table below.
Change in discount rate
deviation
measurement of assets
% change in value of
assets
-4% 546 8%
-2% 263 4%
2% -245 -4%
4% -474 -7%
NBZ Annual Report 2021 Page | 53
As mentioned above, an external specialist advises on the sales value as at the closing date of each
financial year of the vessels in which NBZ invests. This external specialist is also consulted when
buying and selling investments. In addition, this external specialist is called in throughout the year
when changes in market conditions require advice.
3. Other receivables
The other receivables can be specified as follows:
The difference between the carrying amount and the fair value is nil.
4. Cash and cash equivalents
The cash and cash equivalents are at the free disposal of NBZ. The difference between the carrying
amount and the fair value is nil.
(x USD 1.000)
2021 2020
Receivables from related parties 42 54
Accruals 4 63
VAT receivable 8 -
As of 31 December
54 117
(x USD 1.000)
2021 2020
Current account Banks (USD) 105 337
Current account banks (EUR) 222 64
Current account banks (NOK) - 1
As of 31 December
327 402
NBZ Annual Report 2021 Page | 54
5. Group equity
Share capital
As of 31 December 2021, the authorized capital amounts to 2.5 million EUR divided into 70 million
A shares with a nominal value of 1 EUR per share. There is an equal right to profit on A shares and
B shares. Each A share gives the right to cast one vote. Each B share entitles the holder to cast 1,000
votes. All shares are fully paid up and paid.
Nominal
At the choice of the shareholder, a conversion took place during financial year 2020 from 27,510 B
shares to 27,510 A shares. This conversion has no financial impact for NBZ, except for the impact
on the mutual distribution of components within the equity.
Conversion
Given that the shares are issued in EUR and the functional currency of NBZ is USD, a price result is
calculated periodically on the issued shares. For the 2021 financial year, the movement within equity
as a result of the exchange rate result amounts to 76,000 USD (2020: 141,000 USD).
The movement overview of shareholders' equity provides a reconciliation of the movement in the
number of issued and fully paid up shares. A 0.53 USD dividend was paid per share for the financial
year (2020 dividend: 0.12 USD).
For a more detailed explanation of the management of the capital of NBZ, of which equity capital is
a part, reference is made to the note “Capital risk management”. NBZ has no specific obligation to
comply with capital requirements of supervisors or comparable bodies.
Share issue & repurchase
In 2021 a total of 99.428 shares were issued apart from stock dividend issues (35.532 shares). The
total proceeds from the issue amounted to approximately 590,000 USD. NBZ announced a shares
purchase program against a weighted average share price during the offering period. In total 36.847
shares were thus purchased for a price of EUR 3.86 per share (USD 163,000);
NBZ Annual Report 2021 Page | 55
The movement of the share capital can be specified as follows:
(x USD 1.000) Shares A Paid-up and
called-up capital
Shares premium
As of 1 January
795.658
978
6.240
Stock dividend
35.832
42
80
Share issue
99.428
112
478
Repurchase of shares
-36.847
-43
-
Currency change in share capital
-
-76
-
As of 31 December
894.071
1.013
6.798
Share premium
The share premium reserve consists of the capital raised from the issue of shares insofar as these
exceed the nominal amount of these shares. Shares are issued in euros, with transactions being
converted to the functional currency based on the exchange rate on the transaction date.
Revaluation reserve
The revaluation reserve concerns the allocation of the free reserves for the revaluation of the
participations. If necessary, deferred taxes have been taken into account. Given the tax position of
NBZ, this effect is nil.
6. Long term liabilities
The bonds issue refers to an issuance of 29 first tranche notes to subscribers with a principal value
of USD 25,000 per note, totalling an issuance of USD 725,000. This amount is redeemable on 11
June 2025. Interest shall accrue on the outstanding amount at a simple rate of 6% per year on the
basis of a 365-day year payable on redemption.
24 of the first tranche notes were issued to a related party. Ithaca Holding B.V. owns approximately
6% of the shares of NBZ.
(x USD 1.000)
2021 2020
As of 1 January - -
Bonds issued 725 -
As of 31 December
725 -
(x USD 1.000)
2021 2020
Classification
Long-term loans 725 -
Short-term loans - -
As of 31 December
725 -
2021
As of 1 January
1.346.000
Movement:
Revaluation participations in ships
2.290.000
Release of realized revaluations
- 316.000
1.974.000
As of 31 December
3.320.000
NBZ Annual Report 2021 Page | 56
7. Other liabilities
The other liabilities can be specified as follows:
The difference between the carrying amount and the fair value is nil.
8. Arrangements and commitments not shown in the balance
Fiscal unit
During 2021 multiple subsidiaries were liquidated. R. Star Management B.V. is included in the
consolidation up to and including 22 September 2021. NBZ CO-MAN COMP.1 B.V. is included in
the consolidation up to and including 28 September 2021. SPVNautilus B.V. is included in the
consolidation up to and including 25 October 2021. NBZ Norway AS is included in the consolidation
up to and including 25 October 2021. Each company (NBZ and Venere Scheepvaart B.V.) in the
fiscal unity is liable for corporate tax obligations.
Called-up capital obligation for participations in
The investments UACC Bergshav II DIS and Kempton are subject to a possible callable payment
obligation of additional equity “uncalled capital obligation” of USD 260,000 and USD 553,000
respectively.
9. Financial risks
Financial risks are involved in investing in general, as well as in investing for the purpose of financing
ocean-going vessels. Potential investors in investments in NBZ are requested to take due note of the
fact that the value of the investments of the Company can and is expected to fluctuate. As a result,
the net asset value of NBZ and therefore the net asset value of the investments in NBZ will be subject
to fluctuation. There is a possibility that the value of the investment will increase; however, it is also
possible that the investment will generate little or no income and that the shareholders' investment
will be wholly or partly lost in the event of an unfavourable price trend. Past performance is no
guarantee of future results.
The various risks associated with an investment in investments in NBZ are described in more detail
below. The manager of NBZ monitors the risks on the basis of, among other things, a periodic
assessment of the quality of the individual investments, market data, reports from the owner of the
vessel or the borrower, and periodic reports from the advisors and other service providers. The
various risks to which an investment in NBZ is subject are also described in the 2011 Prospectus of
NBZ, dated November 15, 2011, the 2016 Prospectus, dated April 15, 2016 and the prospectus dated
January 22, 2020.
The main risks relating to the investments of NBZ as well as to the financial liabilities and therefore
significant risks to the net asset value of NBZ are summarized below.
The financial risks of NBZ consist of credit risk, liquidity risk and market risk.
(x USD 1.000)
2021 2020
Accountingcosts 108 110
VAT payable - 13
Interest payable 20 -
Dividend tax 32 -
Other 102 78
As of 31 December
262 201
NBZ Annual Report 2021 Page | 57
Credit risk
NBZ has exposure to credit risk on its investments and financings due to the fact that borrowers (in
this case shipping companies) are partly or entirely unable to meet their obligations. NBZ requires
securities when providing investments and financing. NBZ pursues an active policy to limit credit
risk. For investments, a check is made as to whether the following criteria are sufficiently present:
- Reliable and strong other party;
- Additional securities or guarantees;
- Reliable cash flows of the investments from the moment of investment;
- Clarity about termination of NBZ involvement (for example, by entering into a call and put option
at the end of the desired term);
- Maximum investment per vessel is USD 10 million with funds from NBZ. In addition, additional
financing with borrowed capital is possible;
- Operational risks of the vessel (rental income, operational cost overruns or, for example,
insurance) should preferably be covered in advance by the user of the vessel.
For the extent of the specific investments, reference is made to the notes "Investments in loans",
note "Participations in ships" and note "Investments in joint ventures".
NBZ aims to spread its investments over various parties in order to limit its credit risk. The
investments in participations in ships include interests in four different parties.
Cash and cash equivalents (totalling USD 327,000) consist of USD 105,000 in bank balances held
at ING Bank. The ING bank has a rating of Aa3 (Moody's July 22, 2021).
The credit risk per counterparty is weighted per investment and incorporated into NBZ's valuation
models to the best of our knowledge in relation to the most recent market developments.
By only operating in the shipping market, NBZ has a concentration risk in this market. This risk is
inherent to the investment strategy of NBZ.
Credit risk IFRS 9
The financial instruments subject to the ECL model within IFRS 9 are: loans U/G, other
receivables and cash and cash equivalents. On the 31th of December 2021, the total of these
instruments amounted to USD 0.4 million (maximum credit exposure), with a credit provision of
nil (31 December 2020: total of USD 0.4 million with a credit provision of nil). These instruments
contain a market inherent concentration of credit risk, none of the instruments are impaired and no
write-downs have been made in the period.
The remaining receivables are expected to be received within three months or less. An amount is
considered in "default" if it has not been received 90 days after it is due.
Since, besides loans u/g only other receivables and cash are affected by the IFRS 9 ECL model, the
company has used practical applications for this. The credit provision is based on the lifetime ECL.
For other receivables, the provisions matrix based on the simplified approach was used and for cash
and cash equivalents, the 'low credit risk exemption' was used.
NBZ Annual Report 2021 Page | 58
The 12-month ECL model was used for expected credit losses on loans receivable. The loans did
not initially increase significantly in credit risk after issuance. The possible foreclosure of the
collateral is taken into account when determining the expected credit loss. The increase can be
offset by the increase in the value of the collateral. The expected credit loss of loans u/g is fully
compensated by the possible foreclosure of the collateral.
The company is exposed to credit risk on participations in ships. This category of financial
instruments is not subject to the impairment requirements of IFRS 9, as they are measured at fair
value through profit or loss.
Liquidity risk
Liquidity risk is the risk that the fund has insufficient liquidity to meet its payment obligations. At
year-end 2021, the fund mainly has payment obligations from operating costs and interest costs
related to the outstanding notes. The future outgoing (contractual) cash flows are shown below.
In addition to the other current liabilities, there is also “uncalled capital” which can pose a liquidity
risk when this capital is called up. This is further explained in note 9.
In the first quarter of 2021, NBZ decided to issue a bond with a maximum amount of USD
4,000,000, to be divided into 6 Tranches, each with a term of 4 years. The redemption of the
Tranches will be made in full at the end of the term. A fixed interest rate of 6% per year applies for
the entire term. The placement of this loan is planned in 2021 and 2022. NBZ runs a liquidity risk
with regard to the annual interest payment. In addition, NBZ runs a liquidity risk with regard to the
repayment of the tranches 4 years after the placement.
Market risk
Market risk can be divided into interest rate, price and currency risk.
Interest risk
NBZ is exposed to risk due to changes in interest rates that may lead to a higher or lower valuation
of investments in loans or participations in ships. The valuation of the investments is determined on
the basis of present value calculations of NBZ. Changes in the market interest rate have no
consequences for the loans u/g as these have a fixed interest rate and cost price valuation is applied.
(x USD 1.000)
More than
one year
Under one
year
Total
2021
Bond loan 725 - 725
Other liabilities - 262 262
Total - 262 262
(x USD 1.000)
More than
one year
Under one
year
Total
2020
Bond loan - - -
Other liabilities - 201 201
Total - 201 201
NBZ Annual Report 2021 Page | 59
Changes in the market interest rate lead to changes in the value of the investments. Market factors
are used as much as possible in NBZ's valuation models. For the investments, a one percent
increase in interest rates results in a decrease in the value of the investments of USD 0.1 million
(2020: USD 0.1 million). A one percent decrease in interest rates leads to an increase in the value
of the investments in loans of USD 0.1 million (2020: USD 0.1 million). This assumes that only the
risk-free interest rate changes and all other factors remain the same. This effect does not apply to
issued loans valued at amortized cost.
Pricing risk
Price risk is the risk that the fair value or future cash flows of financial instruments will fluctuate as
a result of changes in market prices (other than through credit and/or interest rate risk). NBZ may
be exposed to price risk for its investments in participations in ships and on the residual value of its
financial lease. In the event that the price of the investments increases by 10%, this has an effect on
the valuation of USD 0.5 million (2020: USD 0.5 million), assuming that all other factors
(including interest) remain the same.
Currency risk
The Company reports in US dollars, the dominant currency in the shipping industry. Investments,
equity and liabilities are denominated in US dollars. The Company is exposed to a limited currency
risk on cash held in Euros and on operating liabilities (creditors) in Euros related to the business
operations in a Euro-based environment. This risk is not material. NBZ shares are traded on the stock
exchange in Euros.
Fair value
Fair value loans
The fair value of the loans is consistent with the book value.
Fair value hierarchy
The fair value of financial assets and liabilities requiring disclosure at the level of the fair value is
as follows:
As at 31 December 2021, the shareholding in Partankers XVII AS, Momentum CV and Nordic
Handysize III AS are measured at Level 3 based on recent market transactions (3RT). The
measurements of the shares held in the companies UACC Bergshav II DIS, North Sea Gas AS,
Parchem III AS, Brasgas IS, Thor Dahl Shipping AS, RF Tanker AS, Super Greenship BV and the
shares held in the four Forest Wave CV’s are measured on the basis of Level 3 measurement,
applying the DCF method at the end of December 2021.
(x USD 1.000)
2021 2020
Carrying
amount
Fair value Fair value
hierarchy
Carrying
amount
Fair value Fair value
hierarchy
Assets
Participation in ships 6,432 6,432 3DCF 4,731 4,731 3DCF
Participation in ships 2,370 2,370 3RT 1,279 1,279 3RT
8,802 8,802 6,010 6,010
NBZ Annual Report 2021 Page | 60
The fair value hierarchy has the following levels:
- Level 1: Fair value is based on available prices from active markets.
- Level 2: Fair value is derived from publicly available market information.
- Level 3: The following variants were used:
o RT: Fair value is derived from recent market transactions.
o DCF: The fair value is derived from valuation models based on the discounted cash flow method
in which one or more significant input factors are based on internal data.
NBZ values loans u/g at amortized cost price and the investments in participations in ships at fair
value.
For the valuation methods and the associated fair value level, please refer to the valuation principles
and the specific notes on financial assets and liabilities.
Statement of changes in investments on level 3
The total statement of movements of loans u/g and investments in ships in level 3 of the fair value
hierarchy (both RT and DCF) is as follows:
10. Subsequent events
The MS AS Elbia, owned by Nordic Handysize III AS, was as planned delivered to buyers in
January 2022. Nordic Handysize III AS keeps the ownership of the MS AS Elenia.
In January 2022, North Sea Gas AS, owner of the MT Gas Master and the MT Gas Mariner,
merged with B-Gas Maud (owner of the MT Gas Maud) and Bergshav Shipping Ltd (owner of the
MT Gas Margrethe, the MT Gas Neptune and the MT Gas Venus). The new company owning the 6
LPG carriers is called B-Gas NGC ltd. NBZ will have an ownership of 1.75% in the new company.
After the sale in 2021 of the remaining two chemical tankers owned by Parchem III AS, the MT
Cristina and the MT Maria, Parchem III AS liquidated in February 2022 and the sales proceeds
were subsequently distributed according plan to the shareholders.
The MS Vectis Falcon, owned by Super Greenship BV, was sold for EUR 9 mln gross. Delivery is
planned in April 2022.
NBZ sympathizes with the victims of the war in Ukraine and hopes that this human tragedy will soon
come to an end. From an economic point of view, wars in the past have often led to an increase in
market rates as disruption of trading trade routes often causing an increase in the demand for shipping
space because of an increase of tonne-miles. Currently we don’t notice any substantial impact on the
charter rates, but this might change in the coming period.
11. Transaction and investment costs
Costs incurred on the investment of the participations in ships are recognized directly in the profit
and loss account.
(x USD 1.000)
2021 2020
As of 1 January 6,010 4,887
Purchases 1,765 1,218
Repayments and Divestments -1,263 -519
Mutation fair value 2,290 424
As of 31 December
8,802 6,010
NBZ Annual Report 2021 Page | 61
12. Management fee
Below the management fee charged by Annexum Beheer B.V. is specified. The management fee to
be reimbursed is set at 2% of the capital invested by the company with a minimum of the actual costs
of management plus a fee of € 34,050. No performance fee was paid to the manager in 2020, because
the dividend yield did not exceed eight percent in the financial year.
The management fee in can be specified as follows:
13. Operating expenses
The breakdown of other operating costs is:
Total expense ratio
In the previous section of this note an overview of the costs incurred during the reporting period was
provided. In accordance with art. 123.1L BGfo the company must provide insight into the level of
costs related to the average net asset value. This ratio is referred to as the “Total expense ratio”(TER).
The TER for the financial year amount to 7.91% (2020: 9.31%)
The TER is calculated as follows: total costs dividend by the average net asset value of NBZ.
Total costs include the costs charged to the result as well as directly to shareholders' equity in
the reporting period. The average net asset value of the investment institution is calculated as the
sum of the net asset values divided by the number of observations.
For NBZ, the average net asset values is based on the figures as at 31 December 2020, 31 March
2021, 30 June 2021, 30 September 2021 and 31 December 2021 is weighted in the ratio 0.5: 1:
1: 1: 0.5 . The average of the net asset value of the company for the 2021 financial year is USD
6,917,625 (2020: USD 6,046,811).
(x USD 1.000)
2021 2020
Fixed fee Annexum 40 36
Costs Finship 44 43
Administrative costs (and tax consultancy costs) 108 67
Costs SGG / IQEQ 26 22
Other costs 36 23
254 191
2% of the average invested capital 206 167
(x USD 1.000)
2021 2020
Accounting costs 101 103
Remuneration of the supervisory board 36 32
AFM/DNB supervisory costs 23 16
Listing costs AEX, listing agency, etc 27 17
Consultancycosts - 57
Other costs 23 16
210 241
NBZ Annual Report 2021 Page | 62
14. Corporate income tax
Corporate income tax expense or income
The company, together with its subsidiary Venere Scheepvaart B.V. form a fiscal unity for corporate
income tax in the Netherlands. The corporate income tax shown below relates to NBZ Norway AS.
The corporate income tax can be specified as follows:
The reconciliation between the commercial corporate income tax expense and the actual corporate
income tax expense is as follows:
NBZ made an analysis of the impact of the commercial income of USD 2.289k on the fiscal position.
The income has been divided in four categories:
Tax exempt under the participation exemption (227k);
Taxable income to be determined by application of the tonnage tax regime (940k);
To be taken into account as deferred income as the financial year of realization of income is the
moment for taxation (516k);
To be reported as taxable income in the financial year (sum of residual income (606k), minus
costs to be allocated to the financial year -580k) 26k;
Net deferred income is calculated at 542k, being the sum of 26k + 516k.
No deferred tax liability is recognized with regard to the deferred income, as NBZ has compensable
losses available to an amount of approximately 1,8M at year end. These losses will no longer
evaporate due to new tax rules. No tax asset is recognized for these losses.
(x USD 1.000) 2021 2020
Corporate income tax based on nominal rate - -39
Addition to or withdrawal of deferred taxes - -
- -39
(x USD 1.000) 2021 2020
Result before taxes 1,709 -39
Tax exempt under participation excemption -227 -
Correction for tonnage tax regime -940 -
Fiscal result 542 -39
Deferred taxable income -516 -
Loss compensation -26 -
Taxable amount - -
Dutch tax rate 25.00% 25.00%
Tax expense (income) - -10
Effect NBZ Norway - -39
Settled against compensable losses - 10
Corporate tax expense/(income) - -39
Effective tax burden NBZ 0.0% 99.2%
NBZ Annual Report 2021 Page | 63
Deferred tax assets
NBZ has a deferred tax asset which relates to tax-deductible losses to be set off in the future with
positive fiscal results. Future realization depends on raising new capital and making new investments.
The manager periodically reassesses the valuation of the losses that can be carried forward. The
valuation of tax-deductible losses is not yet under consideration. First the company must provide
proof that it is able to realize positive fiscal results for several years. Non-recurring taxable profits
were realized in the financial years 2016, 2017, 2018 and 2021.
The following tax deductible losses are not valued in the balance sheet:
The specification of the tax deductible losses is based on the 2019 corporate income tax return. The
2020 corporate income tax return is still being prepared when the annual accounts are drawn up. The
effect of the 2020 and 2021 taxable results on these carry-forward losses has been incorporated herein
based on estimates.
15. Earnings per share
In 2021, the weighted average number of outstanding shares is 806,316 (2020: 754,158), this
concerns 806,316 A shares (2020: 727,806) and zero B shares (2020: 26,352). Shares A and shares
B have equal profit rights.
(x USD million)
Deadline for Deadline for
loss compensation 2021 Compensable loss loss compensation 2020 Compensable loss
31 December 2020 - 31 December 2020 2.6
31 December 2021 - 31 December 2021 0.9
Infinite 1.3 31 December 2022 1.3
Infinite - 31 December 2023 -
Infinite 0.5 31 December 2024 0.5
Infinite - 31 December 2025 0.2
Infinite - 31 December 2026 -
Infinite - 31 December 2027 -
1.8 5.5
NBZ Annual Report 2021 Page | 64
16. Capital Risk Management
NBZ defines its capital as its group equity. NBZ manages its capital to achieve an optimal return on
its invested capital within the defined objective of the fund, which is to invest in seagoing vessels in
various market segments. NBZ aims for a dividend yield of 7% to 10%. To achieve this return, NBZ
invests in financing for and participations in existing seagoing vessels. In addition, NBZ aims to
obtain collateral for these investments. By investing in existing ships, the construction risk of ships
is avoided. NBZ invests in ships if they meet the defined investment strategy of the fund.
Depending on the investment options, NBZ finances its investments exclusively through equity or
through a combination of debt and equity. The composition of this can change periodically, making
it difficult to compare capital ratios for equity and debt for different years. NBZ does not strive for a
standard for financing with loan capital. Due to the limited comparability of these ratios, they are not
disclosed.
The capital structure as at 31 December is shown in the table below:
(x USD 1.000)
2021 2020
Group equity 8,196 6,335
Total equity 8,196 6,335
NBZ Annual Report 2021 Page | 65
COMPANY FINANCIAL STATEMENTS
Company balance sheet as at 31 December (before profit appropriation)
(x USD 1.000)
31 Dec 2021 31 Dec 2020
Assets
Non-current assets
Investments in group companies 1,104 3,268
Other financial investements 3,832 2,955
(17) 4,936 6,223
Current Assets
Other financial investements (17) 2,756 512
Other receivables (18) 1,165 1,336
Cash and cash equivalents (19) 326 369
4,247 2,217
9,183 8,440
Equity and liabilities
Group equity
(20)
Paid-up and called-up capital 1,013 978
Share premium general 15,508 8,952
Share premium shares A - 6,240
Revaluation reserve 3,320 1,346
Currency translation reserve - -7
General reserve -13,354 -11,096
Profit for the year 1,709 -78
8,196 6,335
Long-term liabilities
Bond loan 725 -
725 -
Short-term liabilities
Other liabilities (21) 262 2,105
262 2,105
9,183 8,440
NBZ Annual Report 2021 Page | 66
Company statement of profit or loss
(x USD 1.000)
2021 2020
Income
Loans (17) - -
Results from investments in joint ventures -7 -
Other income 7 16
- 16
Other results
Participations in ships (17) 1,309 261
1,309 261
Operating expenses
Management fees -254 -191
Transaction and investment costs -86 -71
Interest expenses -42 -19
Currency result -8 25
Other operating expenses -189 -227
-579 -483
Results before taxes
730 -206
Corporate income tax - -
730 -206
Result of group companies (17) 979 128
Result of the year
1,709 -78
1 January to 31 December
NBZ Annual Report 2021 Page | 67
General notes
Accounting policies for the valuation of assets and liabilities and determination
of the result
The company financial statements have been prepared in accordance with Part 9 of Book 2 of the
Dutch Civil Code, whereby use is made of the option under Article 2:362 paragraph 8 of the Dutch
Civil Code to apply the IFRS principles as applied in the consolidated financial statements.
The principles for the valuation of assets and liabilities and the method for determining the result are
the same as those included in the notes to the consolidated balance sheet and profit and loss account,
with the exception of participating interests. Participations are valued according to the net asset value
method.
Correction of error
In the company financial statements of 2020, the recognition of the purchase of a participation has
not been accounted for correctly. The participation was accounted for as a direct purchase of NBZ.
In accordance with the purchase agreement, the participation was purchased by the group company
Venere Scheepvaart B.V.
In the company financial statements of 2021, the comparative figures have been adjusted
accordingly. The equity and the result have not been impacted by the adjustment of the comparative
figures. The following lines have been adjusted:
(x USD 1.000)
Annual report 2021 Annual report 2020 Difference
Balance sheet
Investment in group companies 3,268 3,207 61
Other financial investments 2,955 4,234 -1,279
Other receivables 1,336 118 1,218
Profit or loss
Participations in ships 261 322 -61
Result of group companies 128 67 61
NBZ Annual Report 2021 Page | 68
Notes to the company balance sheet
17. Participating interest, investments and loans
A specification of the group companies is shown below:
(x USD 1.000)
Group companies Loans
Participation in
ships Total
As of 1 January 2020
3,140 396 3,550 7,086
Off: repayment on MT M ichelle refinancing - -396 - -396
Off: dividend received from participations - - -344 -344
At: change in value of participations in ships - - 261 261
At: result of participations 128 - - 128
As of 31 December 2020
3,268 - 3,467 6,735
At: investment in participations Partankers - - 546 546
At: investment in participations M omentum - - 1,194 1,194
At: acquisition participations of NBZ Norway - - 1,336 1,336
Off: dividend received from participations - - -1,265 -1,265
At: change in value of participations in ships - - 1,310 1,310
Off: result form investment in joint ventures -7 - - -7
At: result of participations 979 - - 979
Off: disinvestments -3,136 - - -3,136
As of 31 December 2021
1,104 - 6,588 7,692
(x USD 1.000)
2021 2020
Classification:
Long-term share of participations 3,832 2,955
Short-term share of participations 2,756 512
As of 31 December
6,588 3,467
(x USD 1.000)
Venere R. Star NBZ CO-MAN
Scheepvaart B.V. Management B.V. COMP.1 B.V.
As of 1 January 2020 124 62 -
Result of participations 65 - -
As of 31 December 2020
189 62 -
Disinvestments - -65 -
Result of participations 915 3 -
As of 31 December 2021
1,104 - -
SPV
NBZ Svetlana B.V.
Nautilus B.V.
Noway AS
As of 1 January 2020 933 2,014 7
Result of participations 20 43 -
As of 31 December 2020
953 2,057 7
Disinvestments -965 -2,106 -
Results from investments in joint ventures - - -7
Result of participations 12 49 -
As of 31 December 2021
- - -
NBZ Annual Report 2021 Page | 69
18. Other receivables
In 2020 on a provision of USD 808,000 was deducted on the receivable on related party NBZ CO-
MAN COMP.1 B.V. The participating interest is valued at nil. NBZ CO-MAN COMP.1 B.V. was
liquidated on 28 September 2021.
19. Cash and cash equivalents
The cash and cash equivalents are at the free disposal of the company.
(x USD 1.000)
2021 2020
Receivables from related parties 1,152 1,272
VAT receivable 8 -
Other receivables 5 64
As of 31 December
1,165 1,336
(x USD 1.000)
2021 2020
Current account Banks (USD) 105 326
Current account Banks (EUR) 221 43
As of 31 December
326 369
NBZ Annual Report 2021 Page | 70
20. Equity
For the explanation of shareholders' equity, reference is made to the notes on shareholders' equity
in the consolidated financial statements.
The currency translation reserve has been released as a result of the fact that there are no longer any
participations with a currency other than US dollar.
(x USD 1.000)
Shares A
Shares B
Paid-up and called-
up capital
Share premium
general
Share premium
shares A
Revaluation
reserve
Currency
translation reserve
General reserve
Profit for the year
Total
Amount Amount
Position as of 1 January 2020 624,545 27,510 315 9,037 6,368 922 -7 -10,697 -208 5,730
Exchange 27,510 -27,510 -351 - 301 - - 50 - -
Repurchase OEK shares -38,303 - -1 - -566 - - 459 - -108
Stock dividend 11,459 - 14 -37 23 - - - - -
Share issue 170,447 - 2 -48 972 - - - - 926
Amendment of the Articles of Association - - 858 - -858 - - - - -
Currency change in share capital - - 141 - - - - -141 - -
Mutation in revaluation reserve - - - - - 424 - -424 - -
Dividend - - - - - - - -135 - -135
Appropriation of profit prior year - - - - - - - -208 208 -
Profit for the year - - - - - - - - -78 -78
Position as of 31 December 2020 795,658 - 978 8,952 6,240 1,346 -7 -11,096 -78 6,335
(x USD 1.000)
Shares A
Shares B
Paid-up and called-
up capital
Share premium
general
Share premium
shares A
Revaluation
reserve
Currency
translation reserve
General reserve
Profit for the year
Total
Amount Amount
Position as of 1 January 2021 795,658 - 978 8,952 6,240 1,346 -7 -11,096 -78 6,335
Stock dividend 35,832 - 42 -122 80 - - - - -
Share issue 99,428 - 112 - 478 - - - - 590
Repurchase of shares -36,847 - -43 -120 - - - - - -163
Currency change in share capital - - -76 - - - - 76 - -
Mutation in revaluation reserve - - - - - 1,974 - -1,974 - -
Dividend - - - - - - - -275 - -275
Transfer - - - 6,798 -6,798 - 7 -7 - -
Appropriation of profit prior year - - - - - - - -78 78 -
Profit for the year - - - - - - - - 1,709 1,709
Position as of 31 December 2021 894,071 - 1,013 15,508 - 3,320 - -13,354 1,709 8,196
NBZ Annual Report 2021 Page | 71
Conversion of debt NBZ-Management into shares
For the explanation of the conversion of the NBZ-Management debt into shares, reference is made
to the notes to the consolidated financial statements under note 9.
Dividend
During the year under review, based on the results for the first three quarters of the year, a dividend
of USD 0.53 per share was paid.
Comparative overview of net asset value
The development of the net asset value over the past three years (ex art. 122.1c Bgfo) is as follows:
21. Current liabilities
On the current account debt with other group companies 1.66% interest is calculated. The interest
relates to a basic rate of 1.5% plus the average three-month LIBOR rate.
22. Arrangements and commitments not shown in the balance sheet
The company heads a fiscal unity for Dutch corporate income tax and a value added tax and is
therefore jointly and severally liable for the tax debt of the fiscal units as a whole.
Reference is made to the notes to the consolidated balance sheet for the arrangements and
commitments not shown in the balance sheet.
23. Personnel
NBZ did not employ any staff in 2021 and 2020. The work was performed by the manager Annexum
Beheer B.V.
(x USD 1.000)
31 December 2021 31 December 2020 31 December 2019
Equity 8,195,717 6,335,495 5,730,488
Net asset value per participation 9.17 7.96 8.79
Number of participations 894,071 795,658 652,055
(x USD 1.000) 2021 2020
SPVNautilus B.V. - 927
NBZ Norway AS - 790
Venere Scheepvaart B.V.
- 126
R. Star Management B.V. - 65
Accountingcosts 108 110
VAT - 13
Liabilities to related parties 1 1
Other 153 73
As of 31 December
262 2.105
NBZ Annual Report 2021 Page | 72
24. Auditor fees
The fees charged to the results of NBZ and its subsidiaries in 2021 for audit costs of the external
auditor Deloitte (2020: Deloitte), as defined in Article 1.1 of the1.1 van de ‘Wet toezicht
accountantsorganisaties’ (Wta).
Deloitte
25. Management Board and Supervisory Board Remuneration
Remuneration Management Board
The management of the company Annexum Beheer B.V. receives a management fee (see note
“Management fee”).
Remuneration Supervisory Board
x USD 1,-
2021
2020
Mr. B. de Vries
15,665.
18,089
Prof. dr. J. Koelewijn
-
7,611
R. Verburgt
10,205
6,468
M.F.M. van den Berg
10,366
-
32,168
Travel expenses
-
51
Total
36,236
32,219
No loans, advances, guarantees or options have been granted to members of the Supervisory Board.
Mr R. Verburgt is also a director and indirect shareholder of Perseverance Bulk Carriers B.V.
owner of an interest in NBZ of 24% as at 31 December 2021. The members do not hold any shares
or participations in NBZ.
(x USD 1.000)
2021 2020
Annual report audit 79 89
Tax consultancy and other services - -
Total 79 89
NBZ Annual Report 2021 Page | 73
Information on voting rights and conduct policies
The voting rights on the shares held by NBZ will be exercised, if necessary, in the interest of
achieving the objective of NBZ, in accordance with its Articles of Association and the investment
decision guidelines as stated in the Prospectus 2020, dated January 22, 2020.
Total Personal Interest Manager
During the financial year, NBZ was managed by Annexum Beheer B.V.
26. Profit appropriation
Proposal of profit apportion
x USD 1.000
Result 2021
1,709
Off: Interim dividend paid in relation to financial year 2021
-275
Off: Dividend to be paid in relation to financial year 2021
-330
Added to the general reserve
1,104
27. Subsequent events
Reference is made to the note “Subsequent events” in the consolidated financial statements.
Amsterdam, 26 April 2022
Manager
Annexum Beheer B.V. - drs. H.W. Boissevain
Supervisory Board
mr. B. de Vries
R. Verburgt
M.F.M. van den Berg
NBZ Annual Report 2021 Page | 74
OTHER INFORMATION
Profit appropriation
Statutory provisions on profit distribution
In accordance with article 29 of the articles of association, the management board determines, subject
to the approval of the supervisory board, which part of the profit is reserved. The remaining profit is at
the disposal of the general meeting of shareholders
Deloitte Accountants B.V.
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24362853. Deloitte Accountants B.V. is a Netherlands affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited.
INDEPENDENT AUDITOR’S REPORT
To the shareholders and the supervisory board of Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V.
Report on the audit of the financial statements 2021 included in THE ANNUAL
ACCOUNTS
Our opinion
We have audited the financial statements 2021 of Nederlandse Beleggingsmaatschappij voor Zeeschepen
N.V., based in Rotterdam. The financial statements comprise the consolidated financial statements and the
company financial statements.
In our opinion:
The accompanying consolidated financial statements give a true and fair view of the financial position of
Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. as at 31 December 2021, and of its result
and its cash flows for 2021 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 accompanying company financial statements give a true and fair view of the financial position of
Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. as at 31 December 2021, and of its result
for 2021 in accordance with Part 9 of Book 2 of the Dutch Civil Code. .
The consolidated financial statements comprise:
1. The consolidated statement of financial position as at 31 December 2021.
2. The following statements for 2021: the consolidated income statement, the consolidated statements of
comprehensive income, changes in equity and cash flows.
3. The notes comprising a summary of the significant accounting policies and other explanatory
information.
The company financial statements comprise:
1. The company balance sheet as at 31 December 2021.
2. The company profit and loss account for 2021.
3. The notes comprising a summary of the accounting policies 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 Nederlandse Beleggingsmaatschappij voor Zeeschepen 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).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Information in support of our opinion
We 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.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole at
$ 132.000. The materiality is based on 1,5% of total assets. We have also taken into account misstatements
and/or possible misstatements that in our opinion are material for the users of the financial statements for
qualitative reasons.
We agreed with the supervisory board that misstatements in excess of $ 6.600, which are identified during
the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on
qualitative grounds.
Scope of the group audit
Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. is at the head of a group of entities. The
financial information of this group is included in the consolidated financial statements of Nederlandse
Beleggingsmaatschappij voor Zeeschepen N.V..
Our group audit mainly focused on significant group entities NBZ N.V. and Venere Scheepvaart.
By performing the procedures mentioned above at group entities, we have been able to obtain sufficient and
appropriate audit evidence about the group’s financial information to provide an opinion about the
consolidated financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud.
During our audit we obtained an understanding of the entity and its environment and the components of the
system of internal control, including the risk assessment process and management’s process for responding
to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises
oversight, as well as the outcomes.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud
risk assessment, as well as among others the code of conduct, whistle blower procedures and incident
registration. We evaluated the design and the implementation and, where considered appropriate, tested the
operating effectiveness, of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial
reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our
forensic specialists. We evaluated whether these factors indicate that a risk of material misstatement due
fraud is present.
We identified the following fraud risks and performed the following specific procedures:
Management override of controls
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other
audit procedures and evaluated whether any findings were indicative of fraud or noncompliance.
We considered available information and made enquiries of relevant executives and the supervisory board.
We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made
in the preparation of the financial statements.
We evaluated whether the selection and application of accounting policies by the group, particularly those
related to subjective measurements and complex transactions, may be indicative of fraudulent financial
reporting.
We evaluated whether the judgments and decisions made by management in making the accounting
estimates included in the financial statements indicate a possible bias that may represent a risk of material
misstatement due to fraud. Management insights, estimates and assumptions that might have a major
impact on the financial statements are disclosed in note 2 of the financial statements. We performed a
retrospective review of management judgments and assumptions related to significant accounting estimates
reflected in prior year financial statements. Impairment testing of intangible and fixed assets is a significant
area to our audit as the determination whether these assets are not carried at more than their recoverable
amounts is subject to significant management judgment. Reference is made to the section ‘Our key audit
matters’.
For significant transactions such as disposals and investments in participations we evaluated whether the
business rationale of the transactions suggests that they may have been entered into to engage in
fraudulent financial reporting or to conceal misappropriation of assets.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the Company through discussion with management,
reading minutesAs a result of our risk assessment procedures, and while realizing that the effects from non-
compliance could considerably vary, we considered the following laws and regulations: adherence to
(corporate) tax law and financial reporting regulations, the requirements under the International Financial
Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil
Code with a direct effect on the financial statements as an integrated part of our audit procedures, to the
extent material for the related financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations
generally recognized to have a direct effect on the financial statements.
Apart from these, the Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. is subject to other laws
and regulations where the consequences of non-compliance could have a material effect on amounts and/or
disclosures in the financial statements, for instance, through imposing fines or litigation.
Our 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. We have communicated the key audit matters to the supervisory board.
The key audit matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of participations
Key audit matter (note 2 in the consolidated financial statements):
The valuation of the participations and ships and the accompanying value mutation are the most important
components of the financial statements. These participations are recorded at fair value, with fair value
mutations being charged to the result of the year. There is no active market applicable. The fair value is
determined based on significant estimates with subjective elements.
Management uses a ‘discounted cashflow model’, in which significant assumptions are key in determining
the fair value valuation. The most important assumptions are the used discount rate and the appraisal
value. Changes to these assumptions have a significant impact on the fair value. The Company uses
external valuation reports issued by external independent professionally qualified valuers to determine the
value of the ships.
How the key audit matter was addressed in the audit:
Our audit procedures included, among others, the following:
• We have used the services from internal valuation experts to challenge the used discount rate. Our
procedures include evaluating if the used discount rate is reasonable within the branch in which Nederlandse
Beleggingsmaatschappij voor Zeeschepen N.V. operates;
• We have used the services from internal valuation experts to challenge if the appraisal values in the
discounted cashflow model are within the thresholds based on relevant market data (such as recent market
transactions of similar ships);
• We have assessed and challenged the used data and assumptions (such as the used WACC) in
determining the sensitivity analysis to gain insight in the impact of changes to the significant assumptions
used in the discounted cashflow model.
• We have agreed the purchases and disposals of participations during the year with underlying supporting
evidence.
• We have assessed if the presentation of the participations is in line with the applicable financial reporting
standards;
• We have assessed the appropriateness of the disclosures relating to the assumptions used in the
valuations and sensitivity analysis in the notes to the consolidated financial statements.
Conclusions
Based on above procedures we have concluded that the assumptions and estimates used by management to
determine the valuation of the participations are within the acceptable thresholds. The presentation of the
participations is in line with the applicable financial reporting standards.
Report on the other information included in the annual accounts
In addition to the financial statements and our auditor’s report thereon, the annual accounts contain other
information.
The other information consists of:
Report of the Supervisory Board.
Management Report.
Corporate Governance report
Remuneration report
Mitigating risks
Based on the following procedures performed, we conclude that the other information:
Is consistent with the financial statements and does not contain material misstatements.
Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our audit
of the financial statements or otherwise, we have considered whether the other information contains
material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil
Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the
scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Management Board's
Report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by
Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the supervisory board as auditor of Nederlandse Beleggingsmaatschappij voor
Zeeschepen N.V. on December 11, 2019, as of the audit for the year 2019 and have operated as statutory
auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
European Single Electronic reporting Format (ESEF)
Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. has prepared its annual report in ESEF. The
requirements for this are set out in the Commission Delegated Regulation (EU) 2019/815 with regard to
regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the
RTS on ESEF).
In our opinion, the annual report, prepared in XHTML-formaat, including the partially marked-up
consolidated financial statements, as included in the reporting package by Nederlandse
Beleggingsmaatschappij voor Zeeschepen N.V. complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance
with the RTS on ESEF, whereby management combines the various components into a single reporting
package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
Our procedures, taking into account Alert 43 of the NBA (Koninklijke Nederlandse Beroepsorganisatie van
Accountants, the Dutch Institute of Chartered Accountants), included amongst others:
Obtaining an understanding of the company’s financial reporting process, including the preparation of
the reporting package.
Obtaining the reporting package and performing validations to determine whether the reporting package
containing the Inline XBRL instance and the XBRL extension taxonomy files has been prepared in
accordance with the technical specifications as included in the RTS on ESEF.
Examining the information related to the consolidated financial statements in the reporting package to
determine whether all required mark-ups have been applied and whether these are in accordance with
the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the supervisory board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control as management determines is necessary to enable the preparation of
the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the
company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned,
management should prepare the financial statements using the going concern basis of accounting unless
management either intends to liquidate the company or to cease operations, or has no realistic alternative
but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company’s
ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not
detect all material errors and fraud during our audit.
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. The materiality affects the nature, timing and extent of our audit procedures and the
evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism throughout the
audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
Identifying and assessing the risks of material misstatement of the financial statements, whether due to
fraud or error, designing and performing audit procedures responsive to those risks, and obtaining 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 error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtaining 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 company's internal control.
Evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Concluding on the appropriateness of management’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 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 company to cease to continue as a going concern.
Evaluating the overall presentation, structure and content of the financial statements, including the
disclosures.
Evaluating whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and
performing the group audit. In this respect we have determined the nature and extent of the audit
procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group
entities or operations. On this basis, we selected group entities for which an audit or review had to be
carried out on the complete set of financial information or specific items.
We communicate with the supervisory board regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant findings in internal control that we
identified during our audit. In this respect we also submit an additional report to the audit committee in
accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-
interest entities. The information included in this additional report is consistent with our audit opinion in this
auditor’s report.
We provide the supervisory board 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, related safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.
Amsterdam, April 26, 2022
2022
-
04
-
26
26.04.2022
Deloitte Accountants B.V.
Initials for identification purposes:
Signed on the original: J. Holland
NBZ Annual Report 2021 Page | 83
Annex 1: Results per ship
(x USD 1.000) 2021 2020
Income
Michelle -7 15
Svetlana - -
Henrietta 11 23
Lesley - 15
North Sea Gas -62 61
Nordic Handysize 302 -167
Eagle II 72 55
Parchem III 43 -9
Thor Dahl Container 631 104
RF Ocean -52 165
BrasGas 133 46
Super Greenship 228 85
Forest Wave 934 61
Partankers 41 -
Momentum 9 -
Other income 6 7
2,289 461
Other results
Transaction and investment costs -84 -78
Exchange result -8 14
Interest -25 -
-117 -64
Operating expenses and taxes
Management fee -254 -191
Overhead costs -209 -245
Corporate income tax NBZ N.V. - -39
-463 -475
Total consolidated result after tax
1,709 -78
NBZ Annual Report 2021 Page | 84
Annex 2: Structure NBZ (2021)
NBZ Annual Report 2021 Page | 85
Strawinskylaan 485
1077 XX Amsterdam
Phone: 020-5720101
E-Mail: office@nbzfonds.nl
Website: www.nbzfonds.nl