NBZ
Phone: 020-572 01 01
Fax: 020-572 01 02
E-Mail: office@nbzfonds.nl
Website: www.nbzfonds.nl
Annual Report 2022
NBZ Annual Report 2021 Page | 1
Table of contents
Report of the Supervisory Board 2
Management Report 2022 9
Corporate Governance report 20
Renumeration report 29
Mitigating risks 31
CONSOLIDATED FINANCIAL STATEMENTS 2022 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 40
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 45
Portfolio Turnover Rate 46
Notes to the consolidated balance sheet and profit and loss account 48
COMPANY FINANCIAL STATEMENTS 63
Company balance sheet as at 31 December (before profit appropriation) 63
General notes 65
Accounting policies for the valuation of assets and liabilities and determination of the result 65
Notes to the company balance sheet 65
OTHER INFORMATION 70
Profit appropriation 70
Independent auditor's report 71
Annex 1: Results per ship 80
Annex 2: Structure NBZ (2022) 81
NBZ Annual Report 2022 Page | 2
Report of the Supervisory Board
During 2022, the Supervisory Board (‘Board’) consisted of three members: Mr B. de Vries
(chairman), Mr R. G. Verburgt and Ms M. F. M. van den Berg. The chairman of the Board holds
informal monthly consultations with Annexum Beheer B.V. (“Manager”). During the reporting
period, the Board met six times in the presence of the Manager.
The Board is guided by the interests of the company, whilst taking the relevant interests of the
stakeholders into account. It also considers 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, the
proper execution of risk management, and the reporting process of the investments.
Until December of 2022, NBZ’s business strategy was to make long-term investments in seagoing
vessels and to regularly pay dividends in cash or in newly issued shares.
At the Annual General Meeting of Shareholders held on 9 June 2022, the evaluation of a three-year
business plan as established at the Extraordinary General Shareholders Meeting on 15 October
2019 was on the agenda. This three-year plan focused on clear growth objectives leading to a more
sizable fund in 2022 (total assets USD 18-20 million) and thus a lower cost ratio plus a sustainable
improved profit per share. At a later stage, further growth acceleration was targeted with a second
listing on the Norwegian stock exchange
Although the total assets of NBZ increased to approximately USD 10 million during the above-
mentioned three-year period, resulting in a slightly lower cost ratio, the targets set three years
previously were not achieved. Despite this observation, it was approved during the Shareholders
Meeting in June 2022, to make one last attempt to move towards the desired growth. Zuyderzee
Capital B.V. (“Zuyderzee”) was therefore contracted as a consultant, initially for a period of 6
months, after which an evaluation would take place.
After these six months, at the end of 2022, the Supervisory Board and the Management re-
evaluated the situation. Together with Zuyderzee, various business models were discussed with
shipowners, investors and other possible partners. These attempts did not provide sufficient
grounds for further growth opportunities and they decided to discuss their findings in an informal
meeting with the shareholders.
At this informal shareholders meeting, the following conclusions were drawn:
- The strong performance of the fund, together with approximately USD 4 million new
capital, had resulted in a 120% increase of investment capacity to a fund size of
approximately USD 10 million.
- During these three years, NBZ benefitted from its positioning in the main shipping
markets, initially during the Covid pandemic when container and dry cargo markets
improved substantially, followed by the upturn in the tanker market soon after the Russian
invasion of Ukraine.
NBZ Annual Report 2022 Page | 3
- At the same time, NBZ was unable to successfully put NBZ in the spotlight for investors
(equity and bond market), shipowners (asset-for-shares structures) and other possible
partners. One of the difficulties in this respect was the fact that, as the only shipping-
related share in the Amsterdam Stock Exchange, NBZ is unique in its type. Being one of
the smallest funds makes it very difficult to attract the interest of the capital markets
community.
- Last but not least, because of NBZ’s small size, all the main banks removed NBZ from the
trading list.
The above led to the conclusion that a further growth path to a total asset base of at least USD 18-
20 million would not be impossible but would realistically take at least three to five years to
achieve.
In view of the expected return on portfolio within a normalised market (12-14% return scenario) on
the income side, and on the expenses side, increased management costs at competitive terms plus
increased operating costs (accountants, administration etc.), the Manager and the Supervisory
Board jointly decided to change the fund strategy from a growth objective into a winding up
scenario.
The main goal for the coming period is to generate the highest sales price for the participations.
Taking a balanced time schedule into account with a focus on adequate sales at the right time, a
maximum sales period of 12-18 months was agreed for the total portfolio sale, ending in the third
quarter of 2024. In this way, the importance of shareholders is optimally guaranteed. Shareholders
were informed about this plan at an informal shareholders meeting (informative meeting) on 14
February 2023.
On the one hand, the Management Board and the Supervisory Board regret having to explain that,
despite all the efforts, this ending scenario will now become reality. On the other hand, this
scenario has been frequently discussed with shareholders and is considered a logical consequence
of intensive discussions, analyses, and agreements on clear objectives in the past. In addition, we
are experiencing the difficulties of growing a small shipping fund listed in the Netherlands, and we
feel that we cannot ignore these lessons learned.
In view of the above, we can conclude that the decision in 2019 to give the fund 3 years to grow
was very beneficial for the shareholders. The intrinsic value per share at 31 December 2019 was
USD 8.79 and at 31 December 2022 USD 9.40. The profit per share over 2022 was USD 2.38 and
the return on average investment portfolio over 2023 amounted to 33%. During these three years
USD 2.6 million was distributed in cash and stock to the shareholders.
Liquidation process
Following the strategic decision to wind up the company, the participations in the vessel-owning
entities will be sold. Once all the assets have been sold, the shareholders will be formally requested
to vote to dissolve the company.
NBZ Annual Report 2022 Page | 4
The process of selling the participations will be executed by the manager, under the supervision of
the Supervisory Board. This will ensure that the interests of the shareholders are optimally served.
The objective of the manager is to generate the highest possible return per share. In order to
achieve this objective, the management has opted for a gradual sale scenario, which must in
principle be completed no later than 2024. During the liquidation process, regular cash distribution
to shareholders will be executed based on cashflow statements.
Investment portfolio
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 2022. 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 regarding the sale of investments is also discussed.
New investments in 2022
- On 28 April 2022, NBZ increased its shareholding in Brasgas IS from 18% to 33% for an
acquisition price of USD 418,000. Brasgas is the owner of the gas carrier, the MT
Kempton, which is on a bareboat charter to Transgas Shipping Lines SAC, Peru.
- On 13 October 2022, NBZ bought a 2.5% interest in United Overseas Products AS, for an
acquisition price of USD 600,000. This company is the owner of two medium range
product tankers the MT UOG Oslo (46,100 dwt) and the MT UOS Sparta (50,000 dwt).
The MT UOG Oslo is time chartered out for 2 years and the MT UOG Sparta is operated
by United Overseas Group in the spot market.
Divestments in 2022
- The bulk carrier MS AS Elbia (owned by Nordic Handysize III AS, in which NBZ holds
3%) and the MPP vessel, the MS Vectis Falcon, were sold.
- Forest Wave Group related companies exercised their call option on 50% of NBZ’s 11.8%
participation in the MS FWN Bonafide, the MS FWN Splendide, the MS FWN Rapide and
the MS FWN Solide. NBZ generated a 13% annual return (IR) on this investment.
B-Gas NGC Ltd
- 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 1.75% share in the new company.
The above movements in the NBZ portfolio are in line with NBZ’s objective in 2022 to invest in
various shipping markets. With eleven investments in twenty-four ships (seven investments
concern multiple ships), NBZ was active in seven market segments as at 31 December 2022.
NBZ Annual Report 2022 Page | 5
Dry cargo market and the container market
The main index in the bulk market (Baltic Dry Index – BDI) fell from 2,217 at the beginning of the
year to 1,515 at the end of December 2022. Until the summer, the index was in line with the
previous year, after which the situation changed completely. A changing economic climate in
general and particularly in China, the main factor in the bulk market, was the key reason for a
downturn in the dry cargo market. The total volume of dry bulk cargo transported fell 2.2% in 2022
compared to 2021.
The multipurpose market (MPP) did very well during 2022. As this vessel type can also carry
containers, some decrease might be expected during 2023 due to the sharp decline in the container
market. The first quarter of 2023 showed a modest decline but considering the low orderbook plus
the fast-growing offshore wind market, we expect a relatively good market for this vessel type for
the years to come. Maritime Strategies International, one of the leading shipping research
companies, expects new building deliveries to be broadly offset by the same capacity scrapped for
the next three years, before deliveries gather pace from 2026. NBZ has participations in seven MPP
vessels owned by three different entities: Super Greenship, Forest Wave and Momentum.
The container trade fell by 8.5% during 2022. The first half of 2022 was still very good, reaching
an all-time high level in April. After the summer, the container market struggled following the
weak economic backdrop, rising inflation and ‘cost of living crisis’ in many economies which
impacted consumer activity. Furthermore, on the supply side, lower port congestion, one of the
main drivers of the extreme market upturn, pushed the market further downwards. On the supply
side, tonnage volume increased by 4%, caused mainly by new deliveries because scrapping was
almost zero. During the first quarter of 2023, the market further decreased to a level just above the
pre-Covid period. The forecast for the years to come is not positive, with overcapacity being
inevitable with an orderbook above 25%.
At the end of 2022, the NBZ investments in the dry cargo and container market can be divided into:
- One handysize bulk carrier, 35,000 dwt, owned by Nordic Handysize III AS (MS AS
Elenia). Ownership NBZ: 3%.
- Two multipurpose vessels (each 8,690 dwt) owned by Super Greenship B.V. (MS Vectis
Harrier and MS Vectis Osprey). Ownership NBZ: 5.6%.
- 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: 5.9%.
- 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%.
- Container vessels. NBZ has a participation in the large feeder segment via a 3.5%
ownership in Thor Dahl Shipping AS (MS Thorswind and MS Thorstar). The Thorstar is
on a long-term charter. The charter contract of the Thorswind is due for renewal in March
2023. Ownership NBZ: 3.5%
NBZ Annual Report 2022 Page | 6
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 on the tanker
market is clearly different from that on the dry cargo market. The dry cargo market declined after
the Russian invasion, while the tanker market, and in particular the product and chemical tanker
market, improved strongly. The conflict in Ukraine has had a broad impact on these markets which
have benefited most from shifting trade patterns following international sanctions against Russia
and subsequent increase in the distance of oil transport (increase in ton miles). The market for gas
vessels smaller than 8,000 m3 (NBZ: Brasgas IS and B-Gas NGC Ltd) was relatively stable in
2022.
In ‘normal’ market conditions, global oil production is the main driver of the tanker market. Oil
production returned to pre-pandemic levels in 2022, around 100 million barrels per day. Further
growth in oil production is partly related to the global economy. After a setback in 2022, the
forecasts for the Chinese economy are reasonably positive, with analysts predicting that the
Chinese economy will mainly grow in the second half of 2023.
In view of the above developments, there is every reason to be cautiously optimistic about the
tanker market for the next 1-3 years, also considering the fact that the tanker orderbook is
historically low at around 4% and in particular the vessel types of NBZ's shareholdings, the
suezmax market (3% order book), the medium range tanker market (5% orderbook) and the smaller
chemical tanker market, less than 10,000 dwt (2% orderbook). The entire process from negotiating
new orders to delivery of the completed ship normally takes at least 2 years.
At the end of 2022, the NBZ investments in the tanker markets can be divided into:
- Two product tankers, the MT UOG Oslo (46,100) and the MT UOG Sparta (50,000 dwt),
owned by United Overseas Products AS. NBZ ownership: 2.5%
- 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%.
- Six LPG tankers of 3,200-5,000 dwt, the MT Gas Master, the MT Gas Mariner, the MT
Gas Margrethe, the MT Gas Neptune and the MT Gas Venus. The vessels are owned by B-
Gas NGC Ltd. NBZ ownership: 1.75%.
- One LPG tanker of 5,000 dwt, the MT Kempton, owned by Brasgas IS. NBZ ownership:
33%.
The chairman of the Board is Mr B. de Vries, and the two members of the Board are Ms M. F. M.
van den Berg 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 became chairman in 2014.
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, with 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 2022 Page | 7
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. Currently she works at Erasmus MC, Rotterdam.
Previously, she was head of operations at Argenta Bank Nederland where one of her
responsibilities involved compliance. 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.
With respect to Ms van den Berg, Mr de Vries and Mr Verburgt, they operate independently and
have no connection whatsoever with the Manager. Ms van den Berg and Mr de Vries are not
shareholders in the fund, while Mr Verburgt has (with partners) an indirect interest of 24% in the
fund (see previous paragraph). Mr de Vries, Mr Verburgt and Ms van den Berg attended all the
meetings of the Board. 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 one year at the General Meeting of Shareholders on
2022. At this meeting, an evaluation took place based on a properly substantiated proposal, which
was also discussed in the Board. In order to ensure continuity during liquidation phase, it is
proposed to re-elect Mr De Vries for a term of two years.
The Supervisory Board periodically checks the composition of the Board with respect to the
available competencies.
Due to the limited size of the organisation, a separate control/audit function is not possible. To
minimise the associated risks, the administration is outsourced to a third party which independently
prepares the reports. This worked well in 2022.
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 9 June 2022. During this meeting, the 2021
annual accounts were approved, and the Board was granted discharge. The Manager plays an
important role in this process. The Supervisory Board notes that the management of NBZ N.V. by
Annexum Beheer B.V. during 2022 was conducted to its full satisfaction and the management of
NBZ N.V. looks forward to continuing the collaboration with Annexum Beheer B.V. in 2023.
The supervisory board would like to thank Annexum Beheer B.V. in the persons of Huib
Boissevain, Focko Nauta, Martijn Steenhuis and Sander Kroodsma for their contribution in 2022
and the on-going support for the company during the liquidation phase.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 2022; trading
volumes are limited.
Pursuant to the provisions of Article 27 of the Articles of Association, the Manager prepared the
2022 annual accounts and discussed them with the Supervisory Board. During the discussion of the
draft annual accounts for 2022, the Supervisory Board considered the valuation of all relevant
balance sheet positions, including the investments already discussed.
NBZ Annual Report 2022 Page | 8
We hereby present to you the annual report of the Nederlandse Beleggingsmaatschappij voor
Zeeschepen NV. The annual report includes the report of the Manager and the annual accounts for
the financial year 2022. An unqualified auditor's report was issued by Deloitte Accountants B.V.
We advise you to adopt the annual accounts in accordance with the proposal.
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, 28 April 2023
The Supervisory Board,
B. de Vries (Chairman)
R. G. Verburgt
M. F. M. van den Berg
NBZ Annual Report 2022 Page | 9
Management Report 2022
Introduction
Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. (NBZ) was incorporated on 16 March
2005. The company has its registered office in Rotterdam and has had its office at Strawinskylaan
485 in Amsterdam 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 2022, 996,671 shares or participations had been issued.
Until December of 2022, the objective of the NBZ was 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 9 June 2022, the shareholders approved
the 2021 financial statements and granted discharge from liability to the Management Board (the
Manager) and the Supervisory Board.
Summary 2022
The year 2022 can be summarised as follows:
- The tanker market substantially improved as from the end of the second quarter 2022 due
to the ton-miles increase from sanctioning (Russian invasion) plus demand growth in the
US and Europe.
- The container market and the dry cargo market decreased as a result of a changing
economic climate and lower port congestion.
- Two vessels partly owned by NBZ were sold or partly sold (one bulk carrier and one MPP
vessel) and one participation in two product tankers was purchased. Furthermore, the
shareholding in one gas carrier, the MT Kempton, was increased from 18% to 33%.
- A thorough analysis of the future perspective of NBZ was discussed at the General
Meeting of Shareholders on 9 June 2022, resulting in clear growth targets being set for
ultimo 2022 and Zuyderzee Capital being contracted as advisor.
- At the end of 2022, the management and the supervisory board jointly concluded that
despite all the efforts, the necessary growth had not materialised. In view of the expected
unwillingness of investors to invest in NBZ via the Amsterdam Stock Exchange in the
coming years, it was decided to start the liquidation process of NBZ in 2023.
- An all-time high result for NBZ, generating 22% return on net asset value and 33% on
average investment portfolio.
NBZ Annual Report 2022 Page | 10
Informative shareholders meeting on 14 February 2023:
- On 14 February 2023, the NBZ shareholders were informed of the liquidation plan at an
informal shareholders meeting.
Decision to wind up NBZ
At the Annual General Meeting of Shareholders held on 9 June 2022, the evaluation of a three-year
business plan as established at the Extraordinary General Shareholders Meeting on 15 October
2019 was on the agenda. This three-year plan focused on clear growth objectives leading to a more
sizable fund in 2022 (total assets USD 18-20 million) and thus a lower cost ratio plus a sustainable
improved profit per share. At a later stage, further growth acceleration was targeted with a second
listing on the Norwegian stock exchange
Although the total assets of NBZ increased to approximately USD 10 million during the above-
mentioned three-year period, resulting in a slightly lower cost ratio, the targets set three years
previously were not achieved. Despite this observation, it was decided during the Shareholders
Meeting in June 2022, to make one last attempt to move towards the desired growth. Zuyderzee
Capital B.V. (“Zuyderzee”) was therefore contracted as a consultant, initially for a period of 6
months, after which an evaluation would take place.
After these six months, at the beginning of 2023, the Supervisory Board and the Management re-
evaluated the situation. Together with Zuyderzee, various business models were discussed with
shipowners, investors and other possible partners. These attempts did not provide sufficient
grounds for further growth opportunities and they decided to discuss their findings in an informal
meeting with the shareholders.
At this informal shareholders meeting, the following conclusions were drawn:
- The strong performance of the fund, together with approximately USD 4 million new
capital, had resulted in a 120% increase of investment capacity to a fund size of
approximately USD 10 million.
- During these three years, NBZ benefitted from its positioning in the main shipping
markets, initially during the Covid pandemic when container and dry cargo markets
improved substantially, followed by the upturn in the tanker market soon after the Russian
invasion of Ukraine.
- At the same time, NBZ was unable to successfully put NBZ in the spotlight for investors
(equity and bond market), shipowners (asset-for-shares structures) and other possible
partners. One of the difficulties in this respect was the fact that, as the only shipping-
related share in the Amsterdam Stock Exchange, NBZ is unique in its type. Being one of
the smallest funds makes it very difficult to attract the interest of the capital markets
community.
- Last but not least, because of NBZ’s small size, all the main banks removed NBZ from the
trading list.
The above led to the conclusion that a further growth path to a total asset base of at least USD 18-
20 million would not be impossible but would realistically take at least three to five years to
achieve.
NBZ Annual Report 2022 Page | 11
In view of the expected return on portfolio within a normalised market (12-14% return scenario) on
the income side, and on the expenses side, increased management costs at competitive terms plus
increased operating costs (accountants, administration etc.), the Manager and the Supervisory
Board jointly decided to change the fund strategy from a growth objective into a winding up
scenario.
The main goal for the coming period is to generate the highest sales price for the participations.
Taking a balanced time schedule into account with a focus on adequate sales at the right time, a
maximum sales period of 12-18 months was agreed for the total portfolio sale, ending in the third
quarter of 2024. In this way, the importance of shareholders is optimally guaranteed. Shareholders
were informed about this plan at an informal shareholders meeting (informative meeting) on 14
February 2023.
On the one hand, the Management Board and the Supervisory Board regret having to explain that,
despite all the efforts, this ending scenario will now become reality. On the other hand, this
scenario has been frequently discussed with shareholders and is considered a logical consequence
of intensive discussions, analyses and agreements on clear objectives in the past. In addition, we
are experiencing the difficulties of growing a small shipping fund listed in the Netherlands, and we
feel that we cannot ignore these lessons learned.
In view of the above, we can conclude that the decision in 2019 to give the fund 3 years to grow
was very beneficial for the shareholders. The intrinsic value per share at 31 December 2019 was
USD 8.79 and at 31 December 2022 USD 9.40. The profit per share over 2022 was USD 2.38 and
the return on average investment portfolio over 2023 amounted to 33%. During these three years
USD 2.6 million was distributed in cash and stock to the shareholders.
Liquidation process
Following the strategic decision to wind up the company, the participations in the vessel-owning
entities will be sold. Once all the assets have been sold, the shareholders will be formally requested
to vote to dissolve the company.
The process of selling the participations will be executed by the manager, under the supervision of
the Supervisory Board. This will ensure that the interests of the shareholders are optimally served.
The objective of the manager is to generate the highest possible return per share. In order to
achieve this objective, the management has opted for a gradual sale scenario, which must in
principle be completed no later than 2024. During the liquidation process, regular cash distribution
to shareholders will be executed based on cashflow statements.
NBZ Annual Report 2022 Page | 12
Investment result per share
The net result per share after tax, broken down into income, value adjustments and costs for the
period 1 January 2017 up to and including 31 December 2022, is shown in the table below:
NBZ’s net result for 2022 amounted to USD 2.2 million, the highest result ever. The majority of
the good result came from the strong MPP market.
The operating expenses were somewhat higher due to an increase in consultancy costs.
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 has no longer been 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. The dividend paid
per share amounted to USD 1,72, generating an 18.5% yield over net asset value.
Fleet composition and performance investments
NBZ started 2022 with ten investments in twenty vessels spread over seven market segments. At
the end of 2022, NBZ participated in 24 vessels spread over the same 7 market segments as in
2021. There were the following changes in the investment portfolio during the reporting year 2022:
New investments in 2022
- On 28 April 2022, NBZ increased its shareholding in Brasgas IS from 18% to 33% for an
acquisition price of USD 418,000. Brasgas is the owner of the gas carrier, the MT
Kempton, which is on a bareboat charter to Transgas Shipping Lines SAC, Peru.
- On 13 October 2022, NBZ bought a 2.5% interest in United Overseas Products AS, for an
acquisition price of USD 600,000. This company is the owner of two medium range
product tankers, the MT UOG Oslo (46,100 dwt) and the MT UOS Sparta (50,000 dwt).
The MT UOG Oslo is time chartered out for 2 years and the MT UOG Sparta is operated
by United Overseas Group in the spot market.
x USD 1.000
2022 2021 2020 2019 2018 2017
Income (incl. changes in the value of investments) 3,031 2,289 461 542 747 577
Costs (incl. taxes) -831 -580 -539 -750 -493 -365
Result after taxes 2,200 1,709 -78 -208 254 212
Number of outstanding participations at the end of the financial year 996,641 894,071 795,658 652,055 474,426 474,426
Net asset value in USD per participation at year-end 9.40 9.17 7.96 8.79 10.73 10.68
Dividend paid in USD per participation 1.72 0.53 0.24 0.36 0.48 0.48
Return to net asset value 1 year ago 21.30% 21.82% -6.67% -14.76% 5.01% 4.17%
Dividend yield relative to average net asset value 18.53% 6.19% 2.87% 3.69% 4.48% 4.49%
Difference from net asset value 1 year ago,
taking into account dividends paid 1.95 1.74 -0.59 -1.58 0.54 0.45
NBZ Annual Report 2022 Page | 13
Divestments
- The bulk carrier MS AS Elbia (owned by Nordic Handysize III AS, in which NBZ holds
3%) and the MPP vessel, the MS Vectis Falcon, were sold.
- Forest Wave Group related companies exercised their call option on 50% of NBZ’s 11.8%
participation in the MS FWN Bonafide, the MS FWN Splendide, the MS FWN Rapide and
the MS FWN Solide. NBZ generated a 13% annual return (IR) on this investment.
B-Gas NGC Ltd
- 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 1.75% share in the new company.
Time charter contracts have been concluded for nine 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.
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).
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 5,700 vessels, 3,300 of which are feeders (100
–3,000 TEU). Worldwide there are approximately 8,200 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:
1. Seven multipurpose deep-sea vessels, divided over three ownership structures:
- Super Greenship BV; the MS Vectis Harrier 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. The Vectis Osprey is on
time charter to UAL until June 2025 and the Vectis Harrier is on time charter until June 2024.
% Market segment Dwt Trading area Vessels
47% Multipurpose (MPP) < 12.000 Worldwide Vectis vessels (2x), FWN vessels (4x), Momentum
4% Dry bulk handysize > 12.000 Worldwide AS Elenia
5% Container-feeder < 10.000 Worldwide Thorswind, Thorstar (TDS)
7% Crude tankers > 100.000 Worldwide Arctic, Antarctic
18% Producten tanker > 30.000 Worldwide Eagle, UOG Oslo, UOG Sparta
5% Chemical tankers < 10.000 Caribean Ozden, Azra
15% Gas tankers < 10.000 Europe, US 6 x B-Gas-NGC, Kempton
NBZ Annual Report 2022 Page | 14
- 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. The
four vessels have time charter contracts with World Wave Logistics B.V. (part of the Forest Wave
Group) until April–June 2023. NBZ’s interest in these limited partnerships amounts to 5.9%.
- Momentum CV: the MS Momentum (10,000 dwt, built in the Netherlands) is owned by
Momentum C.V. Both vessels are on a two-year time charter until December 2024. 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.
NBZ’s interest in this limited partnership amounts to 15%.
2. Two container feeders:
- Thor Dahl Shipping AS; MS Thorswind and the MS Thorstar. NBZ has a 3.52%,
participation in Thor Dahl Shipping AS, is indirectly owner of 25% of the MS Thorswind
(2,200 TEU) and 34% of the MS Thorstar (2,800 TEU). The MS Thorswind is on a time
charter for USD 20,000 a day until March 2023, and the MS Thorstar is on a time charter
for USD 34,500 per day until November 2024.
Sold in March 2023:
- Nordic Handysize III AS; the bulk carrier, the MS AS Elenia was sold in March 2023 for a
price of Usd 13.1 million (gross). NBZ had a 3% ownership of Nordic Handysize III AS.
Dry cargo market and the container market
The main index in the bulk market (Baltic Dry Index – BDI) fell from 2,217 at the beginning of the
year to 1,515 at the end of December 2022. Until the summer, the index was in line with the
previous year, after which the situation changed completely. A changing economic climate in
general and particularly in China, the main factor in the bulk market, was the key reason for a
downturn in the dry cargo market. The total volume of dry bulk cargo transported fell 2.2% in 2022
compared to 2021.
The multipurpose market (MPP) did very well during 2022. As this vessel type can also carry
containers, some decrease might be expected during 2023 due to the sharp decline in the container
market. The first quarter of 2023 showed a modest decline but considering the low orderbook plus
the fast-growing offshore wind market, we expect a relatively good market for this vessel type for
the years to come. Maritime Strategies International, one of the leading shipping research
companies, expects new building deliveries to be broadly offset by the same capacity scrapped for
the next three years, before deliveries gather pace from 2026. NBZ has participations in seven MPP
vessels owned by three different entities: Super Greenship, Forest Wave and Momentum.
NBZ Annual Report 2022 Page | 15
The container trade fell by 8.5% during 2022. The first half of 2022 was still very good, reaching
an all-time high level in April. After the summer, the container market struggled following the
weak economic backdrop, rising inflation and ‘cost of living crisis’ in many economies which
impacted consumer activity. Furthermore, on the supply side, lower port congestion, one of the
main drivers of the extreme market upturn, pushed the market further downwards. On the supply
side, tonnage volume increased by 4%, caused mainly by new deliveries because scrapping was
almost zero. During the first quarter of 2023, the market further decreased to a level just above the
pre-Covid period. The forecast for the years to come is not positive as overcapacity is inevitable
with an orderbook above 25%.
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.
- 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 from April-May
2022. NBZ has a 7% ownership in these two vessels.
- Brasgas IS; MT Kempton, a 5,000 dwt LPG carrier. This vessel is on a seven-year bareboat
contract to Transgas, Peru, until December 2025. The bareboat contract includes a put
option ore and a call option at the end of the bareboat contract. NBZ owns 33% of this
vessel.
- B-Gas NGC Ltd; MT Gas Master, the MT Gas Mariner, MT Gas Maud, the MT Gas
Margrethe, the MT Gas Neptune and the MT Gas Venus are all LPG carriers (3,200-5,000
dwt). These vessels are operated by B-Gas A/S, Copenhagen. As at the end of 2022, NBZ
owns 1.75% of B-Gas NGC Ltd, the owner of these vessels.
- United Overseas Products AS; MT UOG Oslo (46,100 dwt) and the MT UOS Sparta
(50,000 dwt), both vessels are MR product tankers. The MT UOG Oslo is time chartered
out for 2 years and the MT UOG Sparta is operated by United Overseas Group in the spot
market. NBZ has a 2.5% ownership in these two vessels.
Sold on 20 January 2023:
- 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 acquired by United Overseas Group (UOG).
The bareboat charterer, UOG, exercised the purchase option on 20 January 2023. NBZ
generated a 14.6% annual return (IR) on this 5-year investment.
NBZ Annual Report 2022 Page | 16
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 on the tanker
market is clearly different from that on the dry cargo market. The dry cargo market declined after
the Russian invasion, while the tanker market, and in particular the product and chemical tanker
market, improved strongly. The conflict in Ukraine has had a broad impact on these markets, which
have benefited most from shifting trade patterns due to international sanctions against Russia,
leading to an increase in the distance of oil transport (increase in ton miles). The market for smaller
gas vessels smaller than 8,000 m3 (NBZ: Brasgas IS and B-Gas NGC Ltd) was fairly stable in
2022.
In “normal” market conditions, global oil production is the main driver of the tanker market. Oil
production will have returned to pre-pandemic levels in 2022, around 100 million barrels per day.
Further growth in oil production is partly related to the global economy. After a setback in 2022,
the forecasts for the Chinese economy are reasonably positive, with analysts predicting that the
Chinese economy will mainly grow in the second half of 2023.
In view of the above developments, there is every reason to be cautiously optimistic about the
tanker market for the next 1-3 years, also since the tanker orderbook is historically low at around
4% and in particular the vessel types of NBZ's shareholdings, the suezmax market (3% order
book), the medium range tanker market (5% orderbook) and the smaller chemical tanker market,
less than 10,000 dwt (2% orderbook). The entire process from negotiating new orders to delivery of
the completed ship normally takes at least 2 years.
Newbuilding market
Shipyards have been busy finishing orders in the container market and gas (LNG) market. The
current orderbook in these markets is enormous with 28% (container vessels) and 50% (LNG
carriers). Considering the market developments, analysts expect more new building orders in the
tanker and bulk markets. Macroeconomic challenges, alternative fuel choices, price increases and
available yard capacity might delay the process of new orders. Currently, 61% of tonnage ordered
was alternative fuelled (2021: 34%).
Valuation methodology
In December 2022, an assessment of the expected future cash flows and – insofar as possible – of
the financial position of the shipping companies concerned was prepared, based on the information
available for each individual investment. Although every effort was 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 Annual Report 2022 Page | 17
NBZ investments 2005–2022
Since its inception, NBZ has invested in forty-seven different vessels:
- Investments that generated a profit were investments in the following eighteen motor vessels:
Gas Pioneer, Adnan, Halil, Venere, Tapatio, Cable Innovator, Wincanton, Lesley, Svetlana,
Michelle, Henrietta, Thorsky, Caribe Ilse, Caribe Cristina, Caribe Maria, Vectis Eagle, Vectis
Falcon and AS Elbia
- 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 2022 are in the following twenty-four motor vessels:
Eagle, AS Elenia, Gas Master, Gas Mariner, Gas Maud, Gas Margrethe, Gas Neptune, Gas Venus
Thorswind, Thorstar, Azra-S, Ozden-S, Vectis Harrier, Vectis Osprey, Kempton, FWN Bonafide,
FWN Splendide, FWN Rapide, FWN Solide, Arctic, Antarctic, Momentum, UOG Oslo and UOG
Sparta
All current investments are performing within the agreed margins.
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 reducing 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 International Organisations such as the European Union
(Green Deal), supporting a climate neutral policy as from 2050. It is not unlikely that the upcoming
IMO meeting (summer 2023) will set more ambitious targets to reduce greenhouse gas emissions.
Across 2022, 61% of tonnage ordered (35% by number) was alternative fuelled (source: World
fleet register and Clarksons Research). Over half of the tonnage ordered was LNG dual fuel, 7%
was methanol and 1.2% included battery hybrid. For NBZ with its focus on second-hand tonnage,
the new regulation for existing vessels, the Energy Efficient Existing Ship Index (EEXI), became
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 as 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 must calculate and report its Carbon
Intensity Indicator. The first reporting period is from I January 2023 to 31 December 2023. By
early 2024, the ship should therefore have reported their first CII rating for 2023, which will be
verified and reported to the ship’s administration. This will be compared to the required annual
operational CII and each ship will then be given a rating from A to E. The reporting will be
recorded in the Ship’s Energy Efficiency Management Plan (SEEMP). Each ship must achieve a C
rating or above. If a ship gets a D rating for three consecutive years, or if the ship gets an E rating,
it will need 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 receiving its Annual Statement of
Compliance. This will need to be kept on board along with the other certificates.
NBZ Annual Report 2022 Page | 18
One of the ways to apply the above regulation is to reduce the speed of the vessel. This will have
some impact on the total fleet capacity and may accelerate the scrapping of old tonnage in the long
term.
NBZ does not have a specific sustainability objective and therefore reports in accordance with
Article 6 SFDR.
Events after the balance sheet date
The Charterer of the MT Eagle (owned by UACC Bergshav II DIS) exercised his purchase option
and the vessel was sold and delivered in January 2023, for a sales price of USD 20 million
(acquisition price in 2019 was USD 25.5 million). NBZ generated a 14.6% annual return (IR) on
this 5 years investment.
The MS AS Elenia (owned by Nordic Handysize III AS) was sold in March 2023 for a price of
USD 13.1 million (gross). Nordic Handysize III AS acquired the vessel in 2017 for USD 10.6
million. NBZ had an ownership of 3% Nordic Handysize III AS. NBZ generated an annual return
of 19% (IR) on this 5 years investment.
Dividend
The manager proposes to the shareholders' meeting the balance of the profit for the financial year in
the amount of USD 2,200,000 and the dividend paid in the amount of USD 1.11 to add to the
equity per 31 December 2022 plus an amount of USD 2.35 to be distributed to the shareholders in
February 2023.
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), as Manager of
Nederlandse Beleggingsmaatschappij voor Zeeschepen NV (NBZ), it is our responsibility to
declare that NBZ has a description of the structure of its business operations pursuant to the Act on
the financial supervision and the related requirements, and that this operational management
operated effectively and in accordance with the description during the 2022 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 concerning 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 2022
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, which 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 several ways. We are periodically informed by means of recordings of activities
performed based on work instructions. These work instructions are based on the process
descriptions and the control measures contained therein. Because the members of the Manager’s
NBZ Annual Report 2022 Page | 19
management board frequently participate in the business operations themselves, we also rely on our
own experience. In 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 2022 financial year, we assessed the various aspects of the operational structure. During
our work, we did not make any observations on which basis it should be concluded that the
description of the business structure as referred to in Article 115y of the Bgfo did not meet the
requirements described in the Bgfo and related regulations. Nor was it noticed that the internal
control measures did not function effectively and in accordance with the description.
Based on the above, as Manager for NBZ, we declare 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 2022
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 2022 annual accounts give a true and fair view of the assets, liabilities, financial position as at
31 December 2022 and the result for the period 1 January 2022 to 31 December 2022.
- The Manager’s report gives a true and fair view of the situation as at 31 December 2022, the state
of affairs during the reporting period 1 January to 31 December 2022 and that the report describes
the material risks that the company is exposed to.
Amsterdam, 28 April 2023
The Manager
NBZ Annual Report 2022 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 2022 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. 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 fee to cover personnel-related
costs of 34,050 EUR. At the General Meeting of Shareholders, 9 June 2022 it was decided to as
from 1 January 2022 increase the minimum amount to be paid to Annexum Beheer B.V. from EUR
34,050 to EUR 52,500. A performance fee may be paid to the manager if the dividend yield in the
financial year exceeds eight percent. Key elements of the Management Agreement are posted on
the website.
The Executive Board focussed on achieving the objectives of the Company and its affiliated
enterprise 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.
NBZ Annual Report 2022 Page | 22
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 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.
Until December of 2022, 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 2022, 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 wind up 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 2022 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 2022, based on the outcome of the
discussions, no further action was required. The Supervisory Board consists of at least one member
and had three members in 2022. In 2022, 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 2023.
NBZ Annual Report 2022 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.
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 six 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 2022 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, according art.2.166 and 276
BW. Taken into account the decision to wind up the company in 2024, it is the intention to
maintain the current Supervisory Board until the final dissolvement of the company.
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.
NBZ Annual Report 2022 Page | 26
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.
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 Accountants B.V. 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 2022 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 9 June 2022. 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.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
NBZ Annual Report 2022 Page | 27
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 2022 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 2022 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 (2022).
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. At the General Meeting of Shareholders on 9
June 2022 the remuneration of Annexum Beheer B.V. and FinShip B.V. and Toutatis Tax
Management B.V. was adjusted. 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). At
the General Meeting of Shareholders, 9 June 2022 it was decided to as from 1 January 2022
increase the minimum amount to be paid to Annexum Beheer B.V. from EUR 34,050 to EUR
52,500. 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.
Pursuant to agreement between the Manager, NBZ and FinShip BV (F.H. Nauta), FinShip is
entitled to:
an annual 34,050 EUR fee (ex VAT) (USD 38,590), payable to FinShip B.V., 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;
Above two annual fees were at the General Meeting of Shareholders on 9 June 2022
replaced by one annual fee of 60,000 EUR (excluding VAT).
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 2022 Page | 30
value of these
investments.
reported value of the investments (based on audited accounts of 2022) and the realized net sales
and Toutatis Tax Management B.V.) equal to
15% of the difference between 75% of the last
NBZ N.V.,
grant a success related compensation to Annexum
Beheer B.V.
(including
FinShip B.V.
At the General Meeting of Shareholders of 9 June 2022 it was decided to, in case of a liquidation of
Special compensation in case of liquidation of the company
In 2022, remuneration and allowances to the Supervisory Board amount to 37,000 USD.
travel expenses are reimbursed.
Shareholders on 10 June 2020;
annual
result-dependent
increase
as
decided
at
the
Annual
General
Meeting
of
the
Chair:
15,000
USD
per
year;
and
the
members:
11,000
USD
per
year,
excluding
the
Board members receive the following remuneration:
The
meeting
sets
the
remuneration
of
the
members
of
the
Supervisory
Board.
The
Supervisory
Remuneration of the Supervisory Board
-
M. Steenhuis: 5.000 shares
-
F.H. Nauta: 12.500 shares
-
H.W. Boissevain 5.000 shares
to
the issuance of new NBZ shares to key personnel, as follows:
In 2022, the above management fees amounts to USD 264,000. An extra 132.000 USD was related
VAT).
of
Shareholders
on
9
June
2022
replaced
by
one
annual
fee
of
18,000
EUR
(excluding
October 2019. The annual fee 0f 11,350 EUR
(excluding VAT)
was at the General Meeting
dependent increase as decided at the Special General Meeting of Shareholders held on 15
an annual 11,350 EUR fee (ex VAT), payable by
NBZ N.V., excluding the annual result-
Steenhuis), Toutatis is entitled to:
Pursuant
to
the
agreement
between
the
Manager
and
Toutatis
Tax
Management
B.V.
(M.
T.
NBZ Annual Report 2022 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 2022 is USD 1,539,000, 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 private notes were fully repaid in 2022. The solvency and liquidity as at 31
December 2022 is a solid basis and liquidity risks are considered to be limited.
NBZ Annual Report 2022 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. The private notes were fully repaid in 2022.
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 2,5% share in United
Overseas Products II AS (owner of MT UOG Oslo and MT UOG Sparta), NBZ purchased 15% of
Brasgas IS. These two transactions are considered market transactions.
Changes measurement level
As at 31 December 2022, the shareholding in Brasgas IS and United Overseas Products 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, B-Gas NGC Ltd,
Nordic Handysize III AS, Thor Dahl Shipping AS, RF Tankers AS, Super Greenship BV,
Partankers XVII IS, Momentum CV 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
2022. 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 2022 Page | 33
Measurement method
Income approach, present value method
Cash flow horizon
2022 through 2027
Risk-free interest rate
2% - 4%
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 2022.
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 2022 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 31/12/2022 on total value of assets
Change in estimated
sales price
deviation
measurement of
% change in value of
assets
-30% -1,365 -16%
-15% -689 -8%
15% 1,070 13%
30% 1,788 21%
NBZ Annual Report 2022 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% 512 7%
-2% 249 4%
2% -237 -3%
4% -448 -6%
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 2022 Page | 35
CONSOLIDATED FINANCIAL STATEMENTS
2022
Consolidated balance sheet as at 31 December (before profit appropriation)
The notes on pages 39 to 70 are an integral part of the financial statements.
(x USD 1.000)
31 Dec 2022 31 Dec 2021
Assets
Non-current assets
Participations in ships (1) - 6, 0 4 6
Current assets
Participations in ships (1) 8 , 3 3 6 2 , 7 5 6
Other receivables (2) 4 4 5 4
Cash and cash equivalents (3) 1 , 5 3 9 3 2 7
Equity and liabilities
Group equity
(4)
Paid-up and called-up capital 1 , 0 6 4 1 , 0 1 3
Share premium general 1 5 , 5 3 3 1 5 , 5 0 8
Share premium shares A - -
Revaluation reserve 9 2 1 3 , 3 2 0
Currency translation reserve - -
General reserve -1 0, 3 5 0 -1 3 ,3 5 4
Profit for the year 2 ,2 0 0 1 , 7 0 9
Long-term liabilities
Bond loan (5) - 7 2 5
Short-term liabilities
Other liabilities (6) 5 51 2 62
NBZ Annual Report 2022 Page | 36
Consolidated statement of profit or loss and of comprehensive income
No statement of comprehensive income is presented as there were no OCI items in the current and prior
years.
The notes on pages 39 to 70 are an integral part of the financial statements.
January 1 to December 31
(x USD 1.000)
2022 2021
Income
Other income 1 1 6
Alteration in valuations on participations in ships (1) 3 ,0 20 2 ,2 90
Results from investments in joint ventures - -7
Other results
Transaction and investment costs -68 -84
Interest -49 -25
Currency results 5 -8
-11 2 -11 7
Operating expenses
Management fees (11) -39 6 -99
Expenses feeder funds - 1
Other operating expenses (12) -32 3 -36 5
-71 9 -46 3
Result before taxes
Corporate income tax (13) - -
Result of the year
Attributable to shareholders 2 ,2 00 1 ,7 09
Basic Earnings per share (x USD 1) (14) 2 .3 8 2 .1 2
Dividend per share (x USD 1) 1 .7 2 0 .5 3
NBZ Annual Report 2022 Page | 37
Consolidated statement of changes in equity
The notes on pages 39 to 70 are an integral part of the financial statements.
(x USD 1.000)
Shares A
Paid-up
and called-
up capital
Share
premium
general
Share
premium
shares A
Revaluatio
n reserve
Currency
translation
reserve
General
reserve
Profit for
the year
Total
Amount
Position as of 1 January 2021 795,658 9 7 8 8 ,95 2 6 ,24 0 1 ,34 6 -7 -11 ,09 6 -7 8 6 ,33 5
Stock dividend 35,832 42 -122 8 0 - - - - -
Share issue 99,428 1 12 - 47 8 - - - - 59 0
Repurchase of shares -36,847 -4 3 -120 - - - - - -1 63
Currency change in share capital - -7 6 - - - - 76 - -
Mutation in revaluation reserve - - - - 1, 97 4 - -1,9 74 - -
Dividend - - - - - - 2 75 - 275
Transfer - - 6 ,79 8 -6,7 98 - 7 -7 - -
Appropriation of profit prior year - - - - - - -7 8 78 -
Profit for the year - - - - - - - 1, 70 9 1, 70 9
Position as of 31 December 2021 894,071 1 ,01 3 1 5 ,50 8 - 3,3 2 0 - -1 3 ,35 4 1 ,70 9 8 ,19 6
(x USD 1.000)
Shares A
Paid-up
and called-
up capital
Share
premium
general
Share
premium
shares A
Revaluatio
n reserve
Currency
translation
reserve
General
reserve
Profit for
the year
Total
Amount
Position as of 1 January 2022 894,071 1 ,0 1 3 15 ,5 0 8 - 3,3 20 - -1 3,35 4 1,70 9 8 ,19 6
Stock dividend 80,100 83 -83 - - - - - -
Share issue 22,500 24 1 08 - - - - - 13 2
Currency change in share capital - -5 6 - - - - 56 - -
Mutation in revaluation reserve - - - - -2,3 99 - 2 ,39 9 - -
Dividend - - - - - - 1 ,16 0 - 1, 16 0
Appropriation of profit prior year - - - - - - 1, 70 9 -1 ,7 09 -
Profit for the year - - - - - - - 2, 20 0 2, 20 0
Position as of 31 December 2022 996,671 1 ,06 4 1 5 ,53 3 - 9 2 1 - -1 0,3 5 0 2,2 0 0 9 ,3 6 8
NBZ Annual Report 2022 Page | 38
Consolidated statement of cash flows
The notes on pages 39 to 70 are an integral part of the financial statements.
January 1 to December 31
(x USD 1.000)
2022 2021
Result from ordinary activities before taxes 2,2 0 0 1,70 9
Adjustments for:
Alterations in valuation on participations in ships (1) -3,0 2 0 -2 ,2 9 0
Interest costs 4 9 2 5
Change in working capital and others 42 6 1 3 9
Cashflow from operating activities
-3 4 5 -4 1 7
Refunds from participations in ships (1) 4,5 0 4 1 ,26 3
Investments in participations in ships (1) -1,0 1 8 -1 ,7 6 5
Cashflow from investment activities
Repurchase shares - -1 6 3
Receipts from issues of shares - 5 9 0
Dividends paid out (4) -1,1 6 0 -2 7 5
Receipts from bond loans - 7 2 5
Repayment of bond loans -7 2 5 -
Interest paid -4 9 -2 5
Cashflow from financing activities
-1 ,9 3 4 8 5 2
Foreign exchange result and translation differences on
cash and cash equivalents 5 -8
Connection to cash and cash equivalents
Increase/(decrease) cash and cash equivalents 1,2 1 2 -7 5
Balance cash and cash equivalents as at 1 January 32 7 4 0 2
Balance cash and cash equivalents as at 31 December 1,5 3 9 3 2 7
NBZ Annual Report 2022 Page | 39
NBZ Annual Report 2022 Page | 40
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.
NBZ Annual Report 2022 Page | 41
Accounting policies for the valuation of assets and liabilities in the consolidated
balance sheet
NBZ Annual Report 2022 Page | 42
NBZ Annual Report 2022 Page | 43
Accounting policies for the consolidated statement of profit or loss and of
comprehensive income
NBZ Annual Report 2022 Page | 44
NBZ Annual Report 2022 Page | 45
NBZ Annual Report 2022 Page | 46
Portfolio Turnover Rate (Non-IFRS Financial Measures)
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.
NBZ Annual Report 2022 Page | 47
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 60% in 2022 (2021: 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 2022 Page | 48
Notes to the consolidated balance sheet and profit and loss account
Super Greenship
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Total expense ratio (Non-IFRS Financial Measures)
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 7.42% (2021: 7.91%)
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 2021, 31
March 2022, 30 June 2022, 30 September 2022 and 31 December 2022 is weighted in the ratio
0.5: 1: 1: 1: 0.5 . The average of the net asset value of the company for the 2022 financial year
is USD 9,164,250 (2021: USD 6,917,625).
NBZ Annual Report 2022 Page | 61
NBZ Annual Report 2022 Page | 62
15. 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:
16. Remuneration Supervisory Board
x USD 1,-
2022
2021
Mr. B. de Vries
14,950
15,665
R. Verburgt
11,048
10,205
M.F.M. van den Berg
11,002
10,366
37,000
36,236
Travel expenses
-
-
Total
37,000
36,236
No loans, advances, guarantees or options have been granted to members of the Supervisory Board.
Mr R. G. Verburgt is also a director and indirect shareholder of Perseverance Bulk Carriers B.V.
owner of an interest in NBZ of 19.6% as at 31 December 2021. The members do not hold any
shares or participations in NBZ.
NBZ Annual Report 2022 Page | 63
COMPANY FINANCIAL STATEMENTS
Company balance sheet as at 31 December (before profit appropriation)
(x USD 1.000)
31 Dec 2022 31 Dec 2021
Assets
Non-current assets
Investments in group companies 2,164 1,104
Other financial investements - 3,832
(17) 2,164 4,936
Current Assets
Other financial investements (17) 6,597 2,756
Other receivables (18) 43 1,165
Cash and cash equivalents (19) 1,539 326
8,179 4,247
10,343 9,183
Equity and liabilities
Group equity
(20)
Paid-up and called-up capital 1,064 1,013
Share premium general 15,533 15,508
Share premium shares A - -
Revaluation reserve 921 3,320
Currency translation reserve - -
General reserve -10,350 -13,354
Profit for the year 2,200 1,709
9,368 8,196
Long-term liabilities
Bond loan - 725
- 725
Short-term liabilities
Other liabilities (21) 975 262
975 262
10,343 9,183
NBZ Annual Report 2022 Page | 64
Company statement of profit or loss
(x USD 1.000)
2022 2021
Income
Results from investments in joint ventures 1 -7
Other income 10 7
11 -
Other results
Participations in ships (17) 1,938 1,309
1,938 1,309
Operating expenses
Management fees -396 -99
Transaction and investment costs -68 -86
Interest expenses -27 -42
Currency result 5 -8
Other operating expenses -323 -344
-809 -579
Results before taxes
1,140 730
Corporate income tax - -
1,140 730
Result of group companies (17) 1,060 979
Result of the year
2,200 1,709
1 January to 31 December
NBZ Annual Report 2022 Page | 65
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.
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 2021
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
At: investment in participations Brasgas IS - - 418 418
At: acquisition participations of United Overseas - - 600 600
Off: dividend received from participations - - -2,947 -2,947
At: change in value of participations in ships - - 1,938 1,938
At: result of participations 1,060 - - 1,060
Off: disinvestments - - - -
As of 31 December 2022
2,164 - 6,597 8,761
(x USD 1.000)
2022 2021
Classification:
Long-term share of participations - 3,832
Short-term share of participations 6,597 2,756
As of 31 December
6,597 6,588
NBZ Annual Report 2022 Page | 66
18. Other receivables
The difference between the carrying amount and the fair value is nil.
19. Cash and cash equivalents
The cash and cash equivalents are at the free disposal of the company.
(x USD 1.000)
Venere R. Star NBZ CO-MAN
Scheepvaart B.V. Management B.V. COMP.1 B.V.
As of 1 January 2021 189 62 -
Disinvestments - -65 -
Result of participations 915 3 -
As of 31 December 2021
1,104 - -
Disinvestments - - -
Result of participations 1,060 - -
As of 31 December 2022
2,164 - -
SPV
NBZ Svetlana B.V.
Nautilus B.V.
Noway AS
As of 1 January 2021 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
- - -
Disinvestments - - -
Results from investments in joint ventures - - -
Result of participations - - -
As of 31 December 2022
- - -
(x USD 1.000)
2022 2021
Receivables from related parties 37 1,152
VAT receivable 6 8
Other receivables - 5
As of 31 December
43 1,165
(x USD 1.000)
2022 2021
Current account Banks (USD) 1,373 105
Current account Banks (EUR) 166 221
As of 31 December
1,539 326
NBZ Annual Report 2022 Page | 67
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 in 2021 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
Paid-up
and called-
up capital
Share
premium
general
Share
premium
shares A
Revaluatio
n reserve
Currency
translation
reserve
General
reserve
Profit for
the year
Total
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
(x USD 1.000)
Shares A
Paid-up
and called-
up capital
Share
premium
general
Share
premium
shares A
Revaluatio
n reserve
Currency
translation
reserve
General
reserve
Profit for
the year
Total
Amount
Position as of 1 January 2022 894,071 1,013 15,508 - 3,320 - -13,354 1,709 8,196
Stock dividend 80,100 83 -83 - - - - - -
Share issue 22,500 24 108 - - - - - 132
Currency change in share capital - -56 - - - - 56 - -
Mutation in revaluation reserve - - - - -2,399 - 2,399 - -
Dividend - - - - - - 1,160 - 1,160
Appropriation of profit prior year - - - - - - 1,709 -1,709 -
Profit for the year - - - - - - - 2,200 2,200
Position as of 31 December 2022 996,671 1,064 15,533 - 921 - -10,350 2,200 9,368
NBZ Annual Report 2022 Page | 68
Dividend
During the year under review, based on the results for the first three quarters of the year, a dividend
of USD 1.72 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 2022 and 2021. The work was performed by the manager
Annexum Beheer B.V.
(x USD 1.000)
31 December 2022 31 December 2021 31 December 2020
Equity 9,367,658 8,195,717 6,335,495
Net asset value per p articipation 9.40 9.17 7.96
Number of participations 996,641 894,071 795,658
(x USD 1.000) 2022 2021
Accounting costs 146 108
Liabilities to related parties 424 1
Other 404 153
As of 31 December
974 262
NBZ Annual Report 2022 Page | 69
25. Management Board and Supervisory Board Remuneration
Remuneration Management Board (
The remuneration of the board in accordance with article 2:383 of the Dutch Civil Code amount to
USD 215,000 (2021: USD 40,000).
Remuneration Supervisory Board
We refer to the section remuneration supervisory board in the consolidated financial statements.
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 2022
2,200
Off: Interim dividend paid in relation to financial year 2022
-747
Added to the general reserve
1,453
27. Subsequent events
Reference is made to the note “Subsequent events” in the consolidated financial statements.
Amsterdam, 28 April 2023
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 2022 Page | 70
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
/1
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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 2022 included in the annual
accounts
Our opinion
We have audited the financial statements 2022 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 2022, and of its result
and its cash flows for 2022 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 2022, and of its result
for 2022 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 2022.
2. The following statements for 2022: 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 material policy information.
The company financial statements comprise:
1. The company balance sheet as at 31 December 2022.
2. The company profit and loss account for 2022.
3. The notes comprising a summary of the accounting policies and other explanatory information.
/2
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 USD 145.000. 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 USD 7.250 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 the Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. and the
significant group entity Venere Scheepvaart B.V..
By performing the procedures mentioned above at group entities, together with additional procedures at
group level, we have been able to obtain sufficient and appropriate audit evidence about the group's
financial information to provide an opinion on 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
/3
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 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. We evaluated whether these factors
indicate that a risk of material misstatement due fraud is present.
We identified the following fraud risk 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 non-compliance.
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 as included in the
financial statements, 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 paragraph “Use of estimates and assumptions” 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. Valuation of the
participations (including management bias to push the valuation downwards to have higher sales proceeds
which could lead to higher management remuneration) is a significant area to our audit as the valuation is
inherently judgmental in nature, due to the use of assumptions that are highly sensitive, any change in
assumptions may have a significant effect on the outcome given the relative size of the participation
balance. Reference is made to the section 'Our key audit matters'.
For significant transactions such as disposals and investments 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.
This did not lead to indication for fraud potentially resulting in material misstatements.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the Company through discussion with management,
reading minutes. As 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
/4
(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 procedures are more limited with respect to these laws and regulations that do not have a direct effect
on the determination of the amounts and disclosures in the financial statements. Compliance with these laws
and regulations may be fundamental to the operating aspects of the business, to Nederlandse
Beleggingsmaatschappij voor Zeeschepen N.V.'s ability to continue its business, or to avoid material
penalties (e.g., compliance with the terms of operating licenses and permits or compliance with
environmental regulations) and therefore non-compliance with such laws and regulations may have a
material effect on the financial statements. Our responsibility is limited to undertaking specified audit
procedures to help identify non-compliance with those laws and regulations that may have a material effect
on the financial statements. Our procedures are limited to (i) inquiry of management, the Supervisory
Board, the Executive Board and others within Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V.'s
as to whether the Nederlandse Beleggingsmaatschappij voor Zeeschepen N.V. is in compliance with such
laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or regulatory
authorities to help identify non-compliance with those laws and regulations that may have a material effect
on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-compliance
with laws and regulations have been disclosed to us.
Audit approach going concern
Management made a specific assessment of the company’s ability to continue as a going concern and to
continue its operations for at least the next 12 months as disclosed in paragraph ‘going concern’ in the
financial statements. This assessment includes the decision of management to voluntary sell the assets of
the company in principle before the end of 2024.
We discussed and evaluated the assessment with management exercising professional judgment and
maintaining professional skepticism. We considered whether management’s going concern assessment,
based on our knowledge and understanding obtained through our audit of the financial statements or
otherwise, contains all 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.
Based on our procedures performed, we did not identify any reportable findings related to the entity’s ability
to continue as a going concern. Our conclusions are based on the audit evidence obtained up to the date of
our independent audito’s report. However, future events or conditions may cause a company to cease to
continue as a going concern.
/5
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 1 in the consolidated financial statements):
The valuation of the participations and ships 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 for 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.
How the key audit matter was addressed in the audit:
Our audit procedures included, among others, the following:
• We have used 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 internal valuation experts to challenge if the external appraised values used 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 in determining the sensitivity analysis,
applying professional skepticism, to gain insight in the impact of changes to the significant assumptions
used in the discounted cashflow model.
• We have performed a retrospective analyses on the expected cash flows used in the discounted cash flow
model last year.
• 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 (including sensitivity analysis) is in line with the
applicable financial reporting standards;
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
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participations is in line with the applicable financial reporting standards as also set out in paragraph “Going
concern”.
Report on the other information included in the annual accounts
the annual accounts contains other information, in addition to the financial statements and our auditor's
report thereon.
The other information consists of:
• Management Report 2022
• Report of the Supervisory Board
• 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 all the information regarding the management report and the other 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.
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European Single Electronic 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 format, including the (partly) 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.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance with criteria for digital reporting).
Our examination included amongst others:
• Obtaining an understanding of the company's financial reporting process, including the preparation of
the reporting package.
• Identifying and assessing the risks that the annual report does not comply in all material respects with
the RTS on ESEF and designing and performing further assurance procedures responsive to those risks
to provide a basis for our opinion, including:
o 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;
o 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
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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.
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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 28, 2023
2023-04-28 28.04.2023
Deloitte Accountants B.V.
Signed on the original: J. Holland
NBZ Annual Report 2022 Page | 80
Annex 1: Results per ship
(x USD 1.000) 2022 2021
Income
Michelle - -7
Henrietta - 11
North Sea Gas 1 -62
Nordic Handysize 166 302
Eagle II 292 72
Parchem III 1 43
Thor Dahl Container -46 631
RF Ocean 49 -52
BrasGas 112 133
Super Greenship 306 228
Forest Wave 1,083 934
Partankers 163 41
Momentum 878 9
United Overseas 15 -
Other income 11 6
3,031 2,289
Other results
Transaction and investment costs -68 -84
Exchange result 5 -8
Interest -49 -25
-112 -117
Operating expenses and taxes
Management fee -396 -99
Overhead costs -323 -364
Corporate income tax NBZ N.V. - -
-719 -463
Total consolidated result after tax
2,200 1,709
NBZ Annual Report 2022 Page | 81
Annex 2: Structure NBZ (2022)
NBZ Annual Report 2022 Page | 82
Strawinskylaan 485
1077 XX Amsterdam
Phone: 020-5720101
E-Mail: office@nbzfonds.nl
Website: www.nbzfonds.nl