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Dutch Star Companies TWO B.V., after
acquiring Cabka Group GmbH
converted into Cabka N.V.
Annual Report 2021
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Contents
Letter from the Chairman of the Board .................................................................................................. 4
Directors’ Report ..................................................................................................................................... 5
Members of the Executive Board ....................................................................................................... 5
Relevant experience and curricula vitae of the Executive Directors of the Board ............................. 5
Structure of the Company ................................................................................................................... 7
Special Shares, High Nominal Value and Ordinary Shares held by Board members………………………. 8
Background and Strategy .................................................................................................................... 9
Financial developments 2021 – investments and financing ............................................................. 10
Corporate Social Responsibility ........................................................................................................ 10
Risk Management and Internal Control ............................................................................................ 11
Internal control system and in control statement ............................................................................ 11
Outlook ............................................................................................................................................. 20
Non-Executive Directors’ report ........................................................................................................... 21
Composition of the Non-Executive Board ........................................................................................ 21
Evaluation ......................................................................................................................................... 23
Meetings and Attendance in 2021 .................................................................................................... 23
Audit Committee ............................................................................................................................... 23
Audit Committee activities ............................................................................................................... 25
External Auditor ................................................................................................................................ 25
2021 Financial Statements ................................................................................................................ 26
Corporate Governance .......................................................................................................................... 27
Takeover Directive ............................................................................................................................ 27
Powers, Responsibilities and Functioning ......................................................................................... 27
Amendment of Articles of Association ............................................................................................. 28
Financial Market Supervision ............................................................................................................ 28
Certain mandatory disclosures with respect to members of the Board .......................................... 28
Dutch Corporate Governance Code .................................................................................................. 28
Remuneration ................................................................................................................................... 30
Committees of the Board .................................................................................................................. 30
Liability and Insurance ...................................................................................................................... 30
Indemnification ................................................................................................................................. 30
Diversity ............................................................................................................................................ 30
Limitation of supervisory positions ................................................................................................... 31
Conflicts of interest, other information ............................................................................................ 31
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Employees and SPAC-team ............................................................................................................... 33
Statement of Directors’ responsibilities ............................................................................................... 34
Consolidated Financial Statements 2021 .............................................................................................. 36
Consolidated Statement of profit and loss and other comprehensive income ................................ 36
Consolidated Statement of financial position as per 31 December 2021 ........................................ 37
Consolidated Statement of changes in equity…………………………………………………………………………….. 38
Consolidated Statement of cash flow ............................................................................................... 39
Notes to the consolidated financial statements ............................................................................... 40
Company Financial Statements 2021.................................................................................................... 57
General information ......................................................................................................................... 59
Basis of preparation .......................................................................................................................... 59
External Auditor’s remuneration ...................................................................................................... 60
Authorization of the financial statements ........................................................................................ 61
Other Information ............................................................................................................................. 62
Provisions of Article of Association concerning profit appropriation ............................................... 62
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Letter from the Chairman of the Board
The purpose of Dutch Star Companies TWO B.V. is to find a Dutch ‘star company’ with principal
operations in Europe to realize a Business Combination. Since the listing, Dutch Star Companies TWO
B.V. focuses on the selection of a potential target company to bring to the extraordinary general
meeting as a proposed Business Combination. As disclosed on 14 December 2021 Dutch Star
Companies TWO B.V. was in exclusive discussions and signed a heads of agreement with Cabka. On 22
December 2021 Dutch Star Companies TWO B.V. entered into a Business Combination Agreement
with Cabka. This Business Combination Agreement was subject to final approval of the EGM on 28
February 2022. On the EGM of Dutch Star Companies TWO B.V. all resolutions were duly passed
backed by 100% of shareholders while none of the DSC2-shareholders dissented, resulting in the
acquisition of Cabka Group GmbH and the change in legal entity towards Cabka N .V. .
Ms. Tova Posner Henkin, Interim Chairwoman of the Board
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Directors’ Report
Dutch Star Companies TWO B.V. (“the Company” or “DSC2”) has been focusing on the selection of a
potential target company to bring to the DSC2 extraordinary general meeting (“EGM”) as a proposed
Business Combination.
DSC2 is a special purpose acquisition company (“SPAC”) for the purpose of acquiring a significant
minority stake in a business with principal business operation in Europe, preferably in the Netherlands .
As from listing, DSC2 had up to 24 months, subject to a one-off 6-month extension, to complete a
Business Combination. On 22 December 2021 DSC2 entered into a Business Combination Agreement
with Cabka Group GmbH. On 28 February 2022 the Business Combination materialized resulting in the
conversion of Dutch Star Companies TWO B.V. into Cabka N.V. on 1 March 2022.
DSC2 has suffered an after-tax loss of € 3,215,788 over the period of 1 October 2020 through 31
December 2021. DSC2 has not recorded any operational revenues. The result is primarily attributable
to the negative interest rates for large commercial deposits and for a large portion to the fair value
recognition of the warrants on DSC2’s balance sheet, which is expensed through the profit and loss.
This Warrant expense is a non-cash item. Due to the negative interest, the money held in escrow
marginally decreased towards € 108,312,183 on 31 December 2021.
Members of the Executive Board
As per the reporting date of this annual report, December 31, 2021, DSC2 has a one-tier board
consisting of the three Sponsors as Executive Directors and four Non-Executive Directors. The
Executive Board is composed of the following members:
Name
Age
Position
Member since
Nationality
Mr. Niek Hoek
65
Executive Director
Incorporation
NL
Mr. Stephan Nanninga
64
Executive Director
Incorporation
NL
Mr. Gerbrand ter Brugge
56
Executive Director
Incorporation
NL
Relevant experience and curricula vitae of the Executive Directors of the Board
The relevant experience and curricula vitae of the Sponsors of the Board are presented below:
Mr Niek Hoek was a promotor and an Executive Director of Dutch Star Companies ONE as from the
incorporation until the successful business combination with CM.com and he held executive functions
at various companies, including Royal Dutch Shell, in the Netherlands and abroad. Mr Niek Hoek
served on the executive board of Dutch insurance company Delta Lloyd for over a decade, between
1997 and 2001 as Chief Financial Officer and between 2001 and 2014 as Chief Executive Officer. Under
his leadership, the shares in Delta Lloyd were introduced to listing and trading on Euronext
Amsterdam. He is the Chairman of the supervisory board of Arcadis and Van Oord, and member of the
supervisory board of BE Semiconductor Industries and Anthony Veder. He is a member of the
foundation Pref. shares NEDAP. Hence, Mr Niek Hoek is a seasoned executive with extensive
experience in managing a company in a listed – and highly regulated – environment.
Mr Stephan Nanninga was a promotor and an Executive Director of Dutch Star Companies ONE as
from the incorporation until the successful business combination with CM.com and he held executive
functions at various companies, Technische Unie, CRH and Royal Dutch Shell in the Netherlands and
abroad. In 2007 Mr Stephan Nanninga joined the Board SHV Holdings and was Chief Executive Officer
from 2014 to 2016. He is a member of the supervisory board of CM.com, Bunzl Plc and IMCD. Hence,
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Mr Stephan Nanninga is a seasoned executive with extensive experience in managing a family-owned
company with an industrial focus, which fits perfectly into the profile of the Target Business Profile.
Mr Gerbrand ter Brugge was a promotor and a Non-Executive Director of Dutch Star Companies ONE
as from the incorporation until the successful business combination with CM.com and he is the
managing partner of Oaklins Equity & ECM Advisory, which he co-founded in 2015. Prior to co-
founding Oaklins Equity & ECM Advisory, Mr Gerbrand ter Brugge was responsible for the corporate
finance services activities as managing partner at bank Oyens & Van Eeghen between 2010 and 2014.
Between 2004 and 2010 Mr Gerbrand ter Brugge held executive functions at the respective equity and
equity capital markets departments of ABN AMRO and ING, which allows him to leverage rich
experience in equity capital markets transactions in structuring, progressing and completing the
Offering as well as an extensive network. Mr Gerbrand ter Brugge was also Executive Director at
Morgan Stanley and the joint venture between ABN AMRO Bank & ABN Amro Rothschild between
1998 and 2004.
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Structure of the Company
The structure of the Company is presented in the chart below. The Company maintains a one-tier
board structure (the “Board”) consisting of Sponsors and Non-Sponsors (as defined in the prospectus
that can be downloaded on the Company’s website: https://www.dutchstarcompanies.com/. The
Sponsors are responsible for DSC2’s day-to-day management, which includes formulating strategies
and policies and setting and achieving objectives. The Non-Sponsors supervise and advise the
Sponsors. Each member of the Board has a responsibility to the Company to properly perform the
duties assigned by each member and to act in the Company’s corporate interest. Under Dutch law,
corporate interest extends to the interests of all DSC2’s stakeholders, including shareholders and
holders of Warrants. In addition to the Board, the Company has an audit committee, which exercises
the duties as prescribed in the Decree establishment audit committee in organisations of public
interest (Besluit instelling auditcommissie bij organisaties van openbaar belang).
DSC Executive Directors Holding B.V. has founded the Company and Mr. Niek Hoek, Mr. Stephan
Nanninga and Mr. Gerbrand ter Brugge are Executive Directors of the Board as of incorporation.
Pursuant to resolution of the general meeting Mr. Aat Schouwenaar, Mr. Joop van Caldenborgh
(chairman), Mr. Pieter Maarten Feenstra and Mr. Rob ten Heggeler have been appointed as Non-
Executive Directors of the Board with effect as of settlement of the initial public offering (“IPO”) on 19
November 2020. Mr. Niek Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter Brugge have been
appointed for an indefinite term, provided that they will in any event voluntarily step down within
four years following their appointment. All other members of the Board are appointed for a period of
four years. The Company deviates from provision 2.2.1. of the Dutch Corporate Governance Code,
because Mr. Niek Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter Brugge were appointed as
Sponsors of DSC2 at the incorporation of the company for an indefinite term. The nature of DSC2 is
fundamentally different from other Dutch listed companies, for which the Dutch Corporate
Governance Code was written. We seek to enter into a business combination (“Business
Combination”) within two years following our listing on Euronext Amsterdam, and the appointments
are expected to end around this time, following either termination of DSC2 or as a result of
consolidation with a target. For that reason, it was not deemed necessary to limit the appointment
term to four years.
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Special Shares, High Nominal Value Ordinary Shares and Ordinary Shares held by Board
members
As of listing, the Company’s shareholder structure consists of 10,992,198 ordinary shares (“Ordinary
Shares”), 9,108 High Nominal Value Ordinary shares (“HNV Shares”) and 293,333 special shares
(“Special Shares”). Ordinary Shares are held by shareholders, HNV Shares by both large shareholders
and indirectly by the Sponsors of the Company and Special Shares are only indirectly held by the
Sponsors of the Company, via DSC Executive Directors Holding BV (Ordinary Shares, HNV Shares and
Special Shares together referred as “Shares”.) Special Shares may be converted into Ordinary
Shares. Such conversion right provides for a right to shares which deviates from the mentioned best
practice provision 3.3.3 as mentioned in the Dutch Corporate Governance Code as it does not serve
necessarily as a long-term investment but is envisaged to be a short- or medium- term investment. The
Company believes the Company's capital structure is designed to align the interest of the Sponsors
and the Ordinary Shareholders. The Sponsors are defined as each of the following persons: Mr. Niek
Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter Brugge (all indirectly own Special Shares). The
Ordinary Shareholders are defined as the holders of one or more class A ordinary share(s). This
alignment of interests is an important part of the proposition to Ordinary Shareholders as represented
by special purpose acquisition companies such as DSC2 and emphasises that the Sponsors are subject
to a lock-up undertaking that applies following conversion of their Special Shares into Ordinary Shares
(See note 12 Current Shareholders and Related Party Transactions – Sponsors' lock-up undertakings
in the Company’s listing prospectus). Furthermore, the Ordinary Shares indirectly held by the Non-
Executive Directors Mr. Aat Schouwenaar, Mr. Joop van Caldenborgh (chairman), Mr. Pieter Maarten
Feenstra and Mr. Rob ten Heggeler, each Non-Executive Directors, are not necessarily held as long-
term investments as their investment horizon shall be determined following completion of the
Business Combination. With a view to the respective shareholdings held by the Non-Executive
Directors, which in each case is below 10%, the Non-Executive Directors do qualify as ‘independent’
within the meaning of the Dutch Corporate Governance Code.
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Background and Strategy
DSC2 is a special purpose acquisition company (“SPAC”) for the purpose of acquiring a significant
minority stake in a business with principal business operation in Europe, preferably in the Netherlands.
As from listing, DSC2 has up to 24 months, subject to a one-off 6 month extension, to complete a
Business Combination. Once a target business has been identified, DSC2 will enter into negotiations
with the target business' current owners for the purpose of agreeing a transaction. The board of DSC2
will then convene an Extraordinary General Meeting (‘EGM’) and propose the Business Combination
to the ordinary shareholders. This means that shareholders of DSC2, will have a say in respect of the
Business Combination proposed by the Board, as the affirmative vote of the general meeting is subject
to a required majority of at least 70% of the votes cast. In the context of the EGM, DSC2 shall prepare
and publish a shareholder circular which will include the information required to facilitate a proper
investment decision on the Business Combination. On 22 December 2021 DSC2 entered into a
Business Combination Agreement with Cabka Group GmbH. This Business Combination Agreement
was subject to final approval of the EGM on 28 February 2022 and certain customary approvals, which
were all met resulting in a Business Combination and subsequent listing of Cabka N.V. on 1 March
2022.
The consolidation of the Company and its target business is one of the key features of the special
purpose acquisition company and considered an attractive element for the shareholders in the target
business that may be approached to form the Business Combination. DSC2 aligns returns for
shareholders, Sponsors and the target company’s shareholders aiming for a win-win-win. If a Business
Combination is not proposed within 24 months after the IPO, subject to an extension with an
additional six months upon proposal by the Executive Directors and subsequent approval by the non-
executive directors of the Company, invested funds deposited in the escrow account will be returned
to shareholders. The invested funds deposited in the escrow are subject to an interest rate equal to
the EONIA minus 5 basis points (€ OverNight Index Average minus 5 basis points, e.g. -40 bps - 5 bps
= 45 bps negative interest). Currently the EONIA rate is negative, therefore the amount, if returned,
will be lower than the invested amount. Since the listing the Sponsors’ focus on the selection of a
potential target company to bring to the DSC2 EGM as a proposed Business Combination. On 22
December 2021 DSC2 entered into a Business Combination Agreement with Cabka Group GmbH.. This
Business Combination Agreement was subject to final approval of the EGM on 28 February 2022. The
Business Combination Agreement materialized before the end of reporting period (the full year 2021)
but will not affect the financial statements of DSC2 over 2021. On the EGM of Dutch Star Companies
TWO B.V. all resolutions were duly passed backed by 100% of shareholders while none of the DSC2-
shareholders dissented.
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Process
After first assessing all companies to a pre-determined set of investment criteria matching the
guidelines for the target business, a ‘long-list’ of approximately 300 companies remained. This group
was further narrowed down based on an extensive pre-agreed set of desired qualitative and
quantitative requirements
Financial developments 2021 – investments and financing
DSC2 was successfully listed at Euronext Amsterdam on 19 November 2020 representing a total issue
value of € 110,000,040 from a broad range of initial investors. The initial offering consisted of
1,833,334 units each consisting of six Ordinary Shares and six Warrants (‘Warrants’), at a price per unit
of € 60.00 representing a total value of € 110,000,040 on Euronext Amsterdam, in November 2020.
The units themselves were not listed, but the shares and Warrants are listed under the respective
symbols of DSC2 and DSCW1, DSCW2 and DSCW3. Since the listing the Sponsors focus on the selection
of a potential target company to bring to the DSC2 EGM as a proposed Business Combination.
Financial Highlights as per 31 December 2021 close-of-business
Escrow account plus the Company’s bank account balance € 108,712,404
Shareholder’s equity - € 3,182,234
Share Price * € 11.20
EUR 11 Warrant Price * € 1.00
EUR 12 Warrant Price * € 0.37
EUR 13 Warrant Price * € 0.53
* Market prices on Euronext
DSC2 being a special purpose acquisition company for the purpose of acquiring a significant minority
stake in a business has resulted in the fact that no revenue has been recorded in the period 1 October
2020 to 31 December 2021. Expenses incurred by DSC2 in the period 1 October 2020 to 31 December
2021 include interest expense of (€ 637,704) and changes in warrant value of (€ 2,374,168) as a
consequence of the set-up of the financial instrument and corresponding accounting treatment.. The
Warrant expense is a non-cash item. Given the negative interest rates for large commercial deposits
currently charged by Dutch system banks (‘systeembanken’) the escrow amount decreased due to
negative interest on the money in escrow. The money held in escrow and on the Company’s bank
account comprises a total of € 108,712,404 on 31 December 2021. This has resulted in an overall loss
for the period 1 October 2020 to 31 December 2021 of € 3,215,788.
Corporate Social Responsibility
DSC2 seeks to acquire a minority stake in a single target business with preferably a focus on
sustainability. After first assessing all companies to a pre-determined set of investment criteria
matching the preferred characteristics for the target business, a ‘long-list’ of approximately 300
companies remained. This group was further narrowed down based on a pre-agreed set of desired
qualitative and quantitative requirements DSC2 defined for a potential target company. Amongst
these requirements are sustainability and corporate social responsibility factors. As a consequence,
DSC2 takes into account sustainability and corporate social responsibility factors when evaluating
potential target businesses. The Business Combination with Cabka Group GmbH will result in the
listing of Cabka N.V., a plastic recycling company with sustainab ility in its core . Cabka’s recycled plastic
transport products reduce carbon emissions with up to 50%+ compared to status quo products.
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Risk Management and Internal Control
A bottom-up identification and assessment process was conducted for the first time after the closing
of the IPO. The risk management and internal control activities are performed periodically by the
representatives of the DSC Executive Directors Holding BV under supervision of the Board.
The Board is aware of the central importance of a formally approved risk policy and risk appetite
specifying the nature and extent of the risks acceptable to the company. The risks as prescribed in the
prospectus are analysed and translated to the current situation of the company. In addition, adequate
internal control measures are implemented. These have been disclosed in the risk analysis table, the
future design of such a risk policy for the Company and its alignment with the corporate strategy will
be updated as soon as a proposed business combination will become effective.
Risks considered to be unacceptable because of their natures or their potential financial or qualitative
impacts are being mitigated by appropriate strategies. The implementation and effectiveness of the
defined mitigation measures are being reviewed continuously. For that purpose, the impacts of risks
are considered before and after the implementation of those mitigation measures.
The risks identified below are those the Board considers to be the principal ones, and which may have
a significant impact on the results of the Company and on its ability to achieve its strategic objectives.
They may occur independently from each other or in combination. In case they occur in combination
their impact may be reinforced. Also, the Company is facing other risks than the one mentioned here,
some of them being currently unknown or not considered to be material.
Internal control system and in control statement
The Board is ultimately responsible for maintaining effective risk management, which includes the
Company’s risk governance structure, the Company’s system of internal controls and the Company’s
internal audit approach. The Company has a risk management and internal control system in relation
to its financial reporting process and the process of preparing financial statements in place. The Board
reviews the effectiveness of the system of internal financial, operational and compliance controls and
the risk management. The Board examines whether the system of internal controls operated
effectively throughout the year and will make recommendations when appropriate. The Company
does not have an internal audit department as it considers it not necessarily due to the limited
operational activities.
In accordance with best practice 1.4.3 of the Dutch corporate governance code of December 2016 the
Board is of the opinion that, to the best of its knowledge:
• the report provides sufficient insights into any deficiencies in the effectiveness of the internal
risk and control systems; no deficiencies in the effectiveness of the internal risk and control
systems have been identified;
• the internal risk management and control systems of the company provide reasonable
assurance that the financial reporting as included in the financial statements do not contain
any material inaccuracies;
• there is a reasonable expectation that DSC2 will be able to continue its operations and meet
its liabilities as set out in the Prospectus, therefore, it is appropriate to adopt the going
concern basis in preparing the financial reporting.
As set out in the Prospectus, DSC2 is established for a period of 24 months, subject to an extension
with an additional six months upon proposal by the Executive Directors and subsequent approval by
the non-executive directors of the Company. No matter how comprehensive a risk management and
control system may be, it cannot be assumed to be exhaustive, nor can it provide certainty that it will
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prevent negative developments from occurring in the Company’s business and business environment
or that response to risk will be fully effective. The Company’s risk management framework is designed
to avoid or mitigate rather than to eliminate the risks associated with the accomplishment of the
Company’s strategic objectives. It provides reasonable assurance but not absolute assurance against
material misstatement or loss. In the period 1 October 2020 to 31 December 2021, the Company has
not identified any major failings in its internal risk management and control system.
On the following page the identified risks are disclosed in a separate table. In the table the risks have
been grouped by Strategic Risks, Operational Risks, Financial Risks and Compliance Risks. In the same
table the corresponding risk descriptions, risk appetites, risk measures and the impact of the risk with
respect to the identified risks prior to the Business Combination are also presented.
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Hondecoeterstraat 2E
1071 LR Amsterdam
The Netherlands
+31 20 760 50 60
dutchstarcompanies.com
Info@dutchstarcompanies.com
Table 1 Risk
Analysis table
Type of Risks
Risk Description
Risk Appetite
(low; medium;
high)
Risk Measures
Impact (low; medium; high)
Strategic Risk
1) DSC2’s
shareholder return is
dependent on the
performance of a
single target business
2) Business
Combination is likely
to be formed via an
acquisition of a
minority stake, which
could impact the
Company's decision-
making authority
1) Medium
2) Low
1) As DSC2 aims to complete the
Business Combination with a single
target business rather than with multiple
target businesses. The prospects of the
Company's success after the Business
Combination will depend solely on the
performance of a single business.
Therefore, as described DSC2 has rolled
out a structured approach to seek the
best possible Business Combination with
a target company to realize long-term
shareholder value creation.
2) As the remaining ownership of the
target business will likely be held by
third parties the Company will face
strategic risks as it will not obtain control
over the target business. As a
consequence, DSC2 will thoroughly
investigate and conduct due diligence on
holders of the remaining ownership of
the target business and negotiate
shareholders' agreements and/or similar
agreements if deemed necessary.
1) High, a consequence of this is that returns
for the shareholders of DSC2 may be
adversely affected if growth in the value of
the target business is not achieved or if the
value of the target business or any of its
material assets subsequently is written down.
2) Low, additional costs and time for due
diligence on third parties may be required.
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Strategic Risk
Operational Risk
3) Risk of not finding
a Business
Combination
1) Dependency of a
selective number of
individuals.
3) Low
1) Low
3) DSC2 set up a thorough process; pre-
determined set of investment criteria
matching the aforementioned guide
lines for the target business, a ‘long-list’
of approximately 300 companies
remained. This long list is continuously
updated following leads either direct
from potential targets or indirectly from
industry experts. DSC2 believes it can
pursue a sound investment for all
stakeholders involved and meet the
purpose of agreeing a transaction and
propose a Business Combination on a
dedicated DSC2 EGM. In its search DSC2
takes the COVID-19 impact and
measures into account. If no Business
Combination is completed, the exposure
of Ordinary Shareholders is limited to (i)
the negative interest incurred by the
Company over the amounts held in the
Escrow Account and (ii) a maximum of
1% Cost Cover.
This risk is mitigated by the use of a
Corporate Governance Structure and
experienced Board members. We have
chosen a (Corporate Governance) one-
tier Board with three experienced
Executive Directors (Mr. Niek Hoek, Mr.
Stephan Nanninga and Mr. Gerbrand ter
Brugge) and experienced Non-Sponsors
3) Low, due to DSC2's confidence in the
process of finding a suitable target. As
disclosed on 22 December 2021 DSC2 entered
into a Business Combination Agreement with
Cabka Group GmbH. This Business
Combination Agreement was subject to final
approval of the EGM on 28 February 2022.
The Business Combination Agreement
materialized during the reporting period (full
year 2021) but will not affect the financial
statements of DSC2.
1) Low, experienced Board consisting of
executives and non-executives with
complementary skills and a broad range of
experience in companies and sectors that will
help us to mitigate this risk.
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(Mr. Aat Schouwenaar, Mr. Joop van
Caldenborgh (chairman), Mr. Pieter
Maarten Feenstra and Mr. Rob ten
Heggeler). Next to the experienced
Board, DSC2 is supported by a team of
dedicated professionals
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Financial Risk
1) Costs exceeding
Cost Cover
1) Low
1) In order to cover for the costs related
to the Offering (the Offering Expenses)
and to cover the Running Costs, the
Company will use a maximum of 1% of
the Proceeds (i.e. the Costs Cover). In
addition to the Costs Cover, the
Sponsors have contractually committed
capital to a maximum cash amount of
€1,750,000 to cover the Offering
Expenses (for the avoidance of doubt,
excluding the Negative Interest) and the
Running Costs. The Offering Expenses as
well as the Running Costs, shall firstly be
covered by the Costs Cover and the
Committed Capital together, equally, on
a 50/50 per cent basis, up to and
including the full amount of the Costs
Cover is consummated. After the Costs
Cover has been fully consummated, the
then remaining amount of Committed
Capital will be used to cover for any
further costs related to the Offering and
to cover the Running Costs. (Parts of) the
Cost Cover can be invoiced by DSC
Holding at any time during the lifecycle
of the Company to cover for the Offering
Expenses or Running Costs
1) Low, the Company currently doesn't expect
to exceed the Costs Cover nor the committed
capital from the Sponsors. A solid budget has
been made and the Company doesn't expect
to deviate from the budget.
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Financial risk
2) Money Market risk
and concentration
risk shareholders
DSC2
3) Negative interest
rates
2) Low
3) High
2) 99% of offering proceeds are
deposited in the Escrow Account. The
Company has entered into an escrow
agreement with Intertrust B.V., a private
company with corporate seat in
Amsterdam, the Netherlands, acting
under its trade name Intertrust Escrow
Services (the Escrow Agent or Intertrust)
and Stichting Dutch Star Escrow, a
foundation with corporate seat in
Amsterdam, the Netherlands and having
its corporate address at Prins
Bernhardplein 200, 1097JB Amsterdam,
The Netherlands (the Escrow
Foundation) (The Escrow Agreement).
These amounts will be released only as
described in the Escrow Agreement.
3) Currently the escrow account is
managed by escrow agent Intertrust,
whilst the funds are deposited at Dutch
system bank ABN AMRO, where DSC2 is
charged with negative interest. Current
interest rate charged by ABN AMRO is
the EONIA (€ OverNight Index Average)
minus 5 basis points (e.g. -39 bps -5 bps
= 44 bps negative interest). DSC2
deliberately choose to deposit the
offering proceeds at a Dutch system
bank. The Company closely monitors
opportunities to deposit its money at
2) Low, Offering proceeds DSC2 are deposited
in the Escrow account, monitored and
managed by a professional escrow agent
(Intertrust). Bankruptcy of our bankaccount
provider (ABN AMRO, partly state owned and
Dutch systembank) is currently low as well.
3) High, current interest rates at Dutch system
banks are negative. The Company expects
market rates to continue to be negative.
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system banks against better interest
rates.
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Compliance Risk
1) Comply with Dutch
Financial reporting
Supervision Act
2) Comply with IFRS
standards
3) Pending litigation
1) Low
2) Low
3) Low
1&2) Working closely together with
professional and experienced advisers,
with their expertise in the field of:
- Compliance (external
compliance officer)
- Communication (external
communication adviser)
- Legal (external legal adviser)
- Tax (external tax adviser)
- Accounting (external licensed
auditor that assists the Company
with the preparation of its
annual report)
- Insider Trading Policy
- Logbook
3) Currently the Company does not have
any third-party claims nor pending
litigation. If in the future the Company
will be confronted with a third-party
claim, we will be assisted by our Legal
Advisor Allen & Overy.
1) Low, due to the mitigation of risk by
working closely together with our advisers in
their field of expertise.
2) Low, due to the mitigation of risk by
working closely together with our advisers in
their field of expertise.
3) Low, no current third-party claim nor any
pending litigation. Due to the structure and
the business of the Company (investment in
only one Target Company) we don't expect a
third-party claim to arise in the near future.
Page | 20
Outlook
DSC2 believes it will pursue a sound investment for all stakeholders involved and meet the purpose
of agreeing a transaction and propose a Business Combination on a dedicated DSC2 EGM. At such
EGM our shareholders will have a decisive vote in respect of the proposed Business Combination,
as the affirmative vote of the general meeting is subject to a required majority of at least 70% of
the votes cast. If at least the 70% majority has been met by DSC2, DSC2 will invest its funds up to
the amount that represents the percentage in favour of the proposed Business Combination. On
22 December 2021 DSC2 entered into a Business Combination Agreement with Cabka Group GmbH.
This Business Combination Agreement was subject to final approval of the EGM on 28 February
2022. The Business Combination Agreement materialized during the reporting period (the full year
2021) but will not affect the financial statements of DSC2. On the EGM of Dutch Star Companies
TWO B.V. all resolutions were duly passed backed by 100% of shareholders while none of the DSC2-
shareholders dissented., resulting in the conversion of Dutch Star Companies TWO B.V. into Cakba
N.V.. In Cabka Group GmbH’s 2021 preliminary result press release CEO Tim Litjens noted the
following: “In December 2021, we announced a business combination with Dutch Star Companies
TWO enabling Cabka to list at Euronext Amsterdam as of 1 March 2022. The listing provides
increased visibility and financial flexibility to Cabka, enhancing our growth towards a leading EUR
500 million plus revenue circular manufacturer.
The start to 2022 is characterized by high overall inflation, particularly manifesting itself through
significantly higher energy and material costs. In anticipation Cabka announced a round of price
increases in the fourth quarter of 2021, effective per January 2022. However, as these inflationary
effects came in even stronger than anticipated, there is an expected delay in the full conversion to
the market, impacting our gross margin on the shorter term. That said, supported by further
mitigating actions focused on enhancing our product mix and efficiencies, we stick to the mid-term
guidance as provided earlier.”
On the 24th of February 2022 Russia invaded Ukraine. While the situation in Ukraine remains highly
fluid and the outlook is subject to uncertainty, the global economic consequences are clearly
visible. The sanctions on Russia are expected to have a substantial impact on the global economy
and financial markets. Currently energy and utility prices have risen. Cabka has no presence in
Russia, Ukraine and Belarus and no employees in either of these countries. When the sanctions of
the international community became effective Cabka immediately implemented these in their own
business.
As Cabka has exposure to the increased energy and utility prices. We expect that the conflict will
not significantly impact our financial results. Currently it is not possible to estimate to what extent
the situation will be negatively impacting the financial results of the Company in 2022, as the
magnitude cannot be quantified at this time, because the expected duration and global impact of
the conflict are unknown.
Page | 21
Non-Executive Directors’ report
In the financial period 2021 the Non-Executive Board of DSC2 supervised and advised the Executive
Board of DSC2, being Mr. Niek Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter Brugge. The Non-
Sponsors positively assessed the pre-determined set of investment criteria set up by the Sponsors
that met the preferred characteristics for the target business. Furthermore, the detailed pre-agreed
set of the desired qualitative and quantitative requirements DSC2 defined for a potential target
company were also approved by the Non-Executive Board. Going forward the Non-Executive Board
envisages to supervise and advise the Sponsors of DSC2 in the same manner as this has been
positively assessed and approved by all Non-Sponsors of DSC2.
Composition of the Non-Executive Board
As at the date of this annual report 2021 the Non-Executive Board is composed of the following
members:
Mr. Aat Schouwenaar
Mr. Aat Schouwenaar is currently Chairman of the Supervisory Board of Brunel International, Vice-
Chairman of Asito Diensten Groep and member of the Supervisory Board of Amsterdam Arena.
Prior to his current positions, Mr Aat Schouwenaar held executive and supervisory functions at
various companies, including as member of the supervisory board of Docdata from 2009 to 2016,
Stage Entertainment from 2009 to 2014, Endemol from 2004 to 2006, Chairman of the Supervisory
Board of Talpa from 2004 to 2006 and member of the Supervisory Board of Holland Casino from
2004 to 2011 and from 2011 to 2016 as Chairman of the Supervisory Board. During his career, Mr
Aat Schouwenaar has gained extensive experience being chairman of several audit committees,
amongst others, at Brunel International (8 years), Holland Casino (7 years), Docdata (7 years), Stage
Entertainment (5 years) and at Amsterdam Arena (4 years). In addition to his positions as audit
commissioner Mr Aat Schouwenaar held respective positions as Chief Executive Officer, Chief
Operational Officer and Chief Financial Officer of Endemol between 1994 and 2008. Mr Aat
Schouwenaar holds a Master of Business Economics from the Erasmus University in Rotterdam, the
Netherlands.
Mr. Joop van Caldenborgh
Mr Joop van Caldenborgh is currently Chairman of the Museum Voorlinden. Mr Joop van
Caldenborgh is founder, former owner and former Chief Executive Officer of Caldic. Caldic is a
distributor within the industrial, health and personal care and food sector. Mr Joop van
Caldenborgh owned and managed Caldic for over forty years and under his leadership, Caldic
became a successful global player in its sector. Hence, Mr Joop van Caldenborgh is a seasoned
Name
Age
Position
Member since
Nationality
Mr. Aat Schouwenaar
74
Non-Executive Director
Settlement
NL
Mr. Joop van
Caldenborgh
81
Non-Executive Director and
Chairman
Settlement
NL
Mr. Pieter Maarten
Feenstra
64
Non-Executive Director
Settlement
NL
Mr. Rob ten Heggeler
58
Non-Executive Director
Settlement
NL
Page | 22
executive with extensive experience in managing a family-owned company with an industrial focus,
which fits perfectly into the profile of the Target Business Profile.
Mr. Pieter Maarten Feenstra
Mr. Pieter Maarten Feenstra has more than twenty years of experience as an investment banker
and is currently managing director of Aletra Capital Partners, which he co-founded in 2005. Prior
to co-founding Aletra Capital Partners, Mr Pieter Maarten Feenstra worked as an analyst and
management consultant at McKinsey & Company (1982-1986), founded Amsterdamse
Investeringsbank (AIB) where he was a managing director (1986-1990) after which he was a partner
and advisory director at Goldman Sachs International (1990-2008). Mr Pieter Maarten Feenstra is
highly experienced in mergers and acquisition and analysing potential financial or management
improvements to operational businesses.
Mr. Rob ten Heggeler
Mr. Rob ten Heggeler has more than 25 years of experience as a banker and currently is a partner
at DM Equity Partners, which he co-founded in 2017. Prior to co-founding DM Equity Partners, Mr
Rob ten Heggeler was member of the Managing Board at NIBC Bank, Chairman of the Supervisory
Boards of Beequip and NIBC AG between 2009 and 2016. Between 2006 and 2009 Mr Rob ten
Heggeler was responsible for wholesale banking Netherlands as member of the Managing Board of
Rabobank International. Mr Rob ten Heggeler also worked at Fortis Bank (Nederland) between
2001 and 2006 were his function was Global CEO Fortis Private Banking. Mr Rob ten Heggeler holds
Masters in Law-taxation from the University of Groningen and Business and Corporate Law from
the University of Amsterdam and has attended executive courses at INSEAD, Columbia, Stanford,
IMD and Northwestern
The Non-Executive Board confirms that all its members are independent as defined in best practice
provisions 2.1.7 to 2.1.9. of the Dutch Corporate Governance Code. No member of the Non-
Executive Board holds more than five directorships at Dutch ‘large companies’, in accordance with
section 2:142a of the Dutch Civil Code.
Page | 23
Evaluation
The Non-Executive Board reviewed and discussed its own functioning during the 2021 financial
period. Overall, the functioning of the Non-Executive Board was assessed positively. The
composition and functioning of the Board and the performance of its individual members were also
positively assessed and discussed.
Meetings and Attendance in 2021
The Non-Executive Board held eight meetings, respectively on 21 October 2020, 26 November
2020, 26 January 2021, 26 February 2021, 13 April 2021, 7 September 2021, 29 November 2021
and a bring down call on 13 December 2021. All Board members, except for the meeting on 7
September 2021 where two Executive Board members were unable to attend, were present at all
meetings either in person or via conference call and were held at Oaklins’ office on Beethovenstraat
500, 1082 PR in Amsterdam or via Microsoft Teams in the presence of the Board. During these
meetings the Executive Directors’ ideas were tested and challenged by the members of the Non-
Executive Board in order to ensure that decisions were reached that underpin DSC2’s strategy and
are aligned with the long-term value creation pursued by the Company. Between meetings, Non-
Executive Board chairman Mr. Joop van Caldenborgh maintained contact with the Board on a
regular basis. The main topic discussed in the various contact moments was the progress of the
target search and status of ongoing discussions with potential targets.
Furthermore, the Non-Executive Board was kept informed of DSC2’s strategic, financial,
operational, legal and compliance risks, of the internal control and management systems in place,
and of the actions taken to manage the risks.
In addition, the Non-Executive Board discussed changes in regulation and applicable IFRS
standards, the implications of Corporate Governance Code for DSC2 and the preparation,
evaluation and follow-up with respect to the Annual General Meeting of Shareholders.
Audit Committee
Under the Articles of Association, the Company shall have an Audit Committee, consisting of a
number of individuals, whether or not Non-Executive Directors. Their number is to be determined
by the Non-Executive Directors. The members of the Audit Committee shall be appointed,
suspended and dismissed by the Non-Executive Directors. Executive Directors shall not be
members of the audit committee. Separate By-Laws that govern the Audit Committee have been
adopted by the Non-Executive Directors and are available on the Company’s website
(www.dutchstarcompanies.com).
Page | 24
The responsibilities of the Audit Committee focus on supervising the activities of the Board with
respect to:
• the monitoring of the financial-accounting process and preparation of proposals to safeguard
the integrity of said process;
• the monitoring of the statutory audit of the annual accounts and consolidated accounts, and
in particular the process of such audit (taking into account the review of the Dutch Authority
for the Financial Markets (Autoriteit Financiële Markten (AFM)) in accordance with Section
26 EU-Regulation 537/2014);
• the review and monitoring of the independence of the External Auditor; and
• the adoption of a procedure for the selection of the External Auditor and the nomination for
appointment of the External Auditor with respect to the statutory audit of the annual
accounts and consolidated accounts.
Working within the Board, the Audit Committee is furthermore charged with:
• the preparatory work for the Non-Executive Directors’ decision-making regarding the
supervision of the integrity and quality of the Company’s financial reporting and the
effectiveness of the Company’s internal risk management and control systems. Among other
things, it focuses on monitoring the Executive Directors with regard to:
o relations with, and following up of comments by, the internal audit function and the
External Auditor;
o the financing of the Company;
o the application of information and communication technology (ICT), including risks
relating to cyber security; and
o the Company’s tax policy.
• the preparation of meetings of the Board where the report of the Board, the annual accounts
and the interim figures of the Company are discussed. The Audit Committee maintains regular
contact with and supervises the External Auditor.
The Audit Committee comprises two members, all of whom are Independent Non-Executive
Directors. Appointments to the Committee are made by the Board. The Board has satisfied itself
that the Committee’s membership includes directors with recent and relevant financial experience.
The members of the Committee that served were:
1. Mr. Aat Schouwenaar (chairman of the Audit Committee)
2. Mr. Pieter Maarten Feenstra
In relation to the 2021 annual report, the Audit Committee met on the following dates:
• 28 July 2021 after markets closed (bring-down call 2021 H1 press release).
• 19 November 2021
• 13 December 2021
• 21 February 2022
Page | 25
Audit Committee activities
The main activities of the Audit Committee included the following:
• The critical review of the significant financial reporting issues in connection with the
preparation of the Company’s financial and related formal statements, with the assistance of
reports received from the Board and the External Auditor;
• An assessment of the scope and effectiveness of the systems established to identify, assess,
manage and monitor financial and non-financial risks;
• Review of the external auditor, its terms of engagement, findings of its work and at the end
of the audit process reviewing its effectiveness;
• Review of the independence and objectivity of the external auditor;
• Review of treasury guidelines; and
• Review of financing options.
External Auditor
The Company’s external auditor, Deloitte Accountants B.V. (“Deloitte” or “External Auditor”), was
appointed as of incorporation of the Company. The External Auditor reports to the Committee on
the actions taken to comply with professional and regulatory requirements and with best practice
designed to ensure its independence. The performance of the external auditor is reviewed by the
Audit Committee on an annual basis through a qualitative assessment of the services provided
against the agreed audit plan and taking account of feedback received from management.
Following this review, the Audit Committee is satisfied that the external audit process operates
effectively.
Page | 26
2021 Financial Statements
The Non-Executive Board members have reviewed and discussed the 2021 annual report and
financial statements. The 2021 financial statements, as prepared by the Board, have been audited
by Deloitte, whose auditor’s report is included in this report, and were extensively discussed on 12
april 2022 by the Non-Executive Board members and the external auditor in the presence of the
Board.
The Non-Executive Board believes the 2021 financial statements of DSC2 meet all requirements for
correctness and transparency. All members of the Non-Executive Board and the Board have signed
the 2021 Financial Statements pursuant to the statuary obligations under article 2:101 (2) of the
Dutch Civil Code. The Board will present the financial statements for 2021 and its report at the
scheduled Annual General Meeting of Shareholders on 31 Mei 2021. The Non-Executive Board
recommends that the Annual General Meeting of Shareholders adopt the 2021 Financial
Statements and its charge the Board and the Non-Executive Board from liability for their
management and supervision in the year under review.
The members of the Non-Executive Board want to thank the Board and the support team of DSC2
for their dedication and commitment during the realisation of the Business Combination prior to
the Business Combination Deadline.
On behalf of the Non-Executive Board members
Amsterdam, 13 April 2022
Ms. Tova Posner Henkin
Page | 27
Corporate Governance
Mr. Niek Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter Brugge are Executive Directors of the
Board of DSC2 as of incorporation. Pursuant to resolution of the general meeting Mr. Joop van
Caldenborgh (chairman), Mr. Aat Schouwenaar, Mr. Pieter Maarten Feenstra and Mr. Rob ten
Heggeler have been appointed as Non-Executive Directors of the Board with effect as of settlement.
Mr. Niek Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter Brugge have been appointed for an
indefinite term, provided that they will in any event voluntarily step down within four years
following their appointment. All other members of the Board are appointed for a period of four
years.
Takeover Directive
Powers, Responsibilities and Functioning
The Articles of Association provide that the Board must consist of one or more Executive Directors
and one or more Non-Executive Directors. The total number of members of the Board, as well as
the number of Executive Directors and Non-Executive Directors, is determined by the general
meeting. Only individuals can be Non-Executive Directors. Directors are appointed by the general
meeting. The Board may nominate one or more candidates for each vacancy.
The general meeting can overrule a binding nomination by the Board by a majority vote of at least
two-thirds of the votes cast, provided such majority represents at least one-third of our issued
share capital.
If the general meeting with an absolute majority of the votes cast overrules the binding nomination,
but this majority does not represent at least one-third of our issued share capital, then a new
meeting may be convened in which the nomination can be overruled by an absolute majority of
the votes cast irrespective of the capital present or represented at the meeting. Each Director may
be removed by the general meeting at any time. Each Director may be suspended by the general
meeting at any time. An Executive Director may also be suspended by the Board.
Dutch law provides that resolutions of the Board involving major changes in our identity or
character are subject to the approval of the general meeting. Such changes in any event include:
• the transfer of our business or practically our whole business to a third party;
• the entry into or termination of a long-term cooperation by us or by any of our subsidiaries
with another legal entity or company or as fully liable partner in a limited partnership or a
general partnership if this joint venture or termination of such a joint venture is of major
significance to us; and
• the acquisition or disposal, by us or any of our subsidiaries, of a participating interest in the
capital of a company valued at a minimum of one-third of our assets according to our most
recently adopted consolidated annual balance sheet with explanatory notes thereto.
In accordance with our Articles of Association, our Board has adopted rules governing the Board's
principles and best practices (the Board Rules). The Board Rules describe the duties, tasks,
composition, procedures and decision making of the Board.
Page | 28
Amendment of Articles of Association
The General Meeting may pass a resolution to amend the Articles of Association, with an absolute
majority of the votes cast, but only on a proposal of or with the prior approval of the Board. Any
such proposal or approval must be stated in the notice of the General Meeting.
A resolution of the General Meeting to amend the Articles of Association which has the effect of
reducing the rights attributable to holders of Shares of a particular class, is subject to approval of
the meeting of holders of Shares of that class.
Financial Market Supervision
As Dutch Star Companies TWO is a private limited liability company there are no to notify
substantial shareholding under the Financial Market Supervision
Certain mandatory disclosures with respect to members of the Board
During the last five years, none of the members of the Board: (i) has been convicted of fraudulent
offenses; or (ii) has been subject to any official public incrimination and/or sanctions by statutory
or regulatory authorities (including designated professional bodies), or disqualification by a court
from acting as a member of the administrative, management or supervisory body of an issuer, or
from acting in the management or conduct of the affairs of any issuer.
Other than as disclosed in the paragraphs above the Company is not aware of any arrangement or
understanding with any shareholders, customers, suppliers or others, pursuant to which any
person was selected as a member of a corporate body of the Company.
Dutch Corporate Governance Code
Prior to completing the Business Combination, the Company is not involved in any other activities
than the preparation of the Business Combination. After the Business Combination has been
completed the Company intends to tailor its Dutch Corporate Governance Code compliance to the
situation after the Business Combination Completion Date and will, until such time, not comply
with a number of best practice provisions. To the extent, the Company will deviate from the Dutch
Corporate Governance Code following the Business Combination, such deviations will be disclosed
in the Company's annual report in accordance with Dutch market practice.
To the extent best practice provisions relate to the Board and its committees, deviations of the
Dutch corporate governance code are summarised below:
Best practice provision 2.1.6: diversity
Although best efforts have been made to compose the Board in accordance with 2:166 DCC, the
Board presently does not meet the prescribed ratio between male and female members. The
Company keeps striving to meet the male/female ratio of 2:166 DCC and has every intention to
again endeavour to meet the criteria when new members are selected.
Best practice provision 2.3.2: committees
With a view to the number of Non-Executive Directors, the Dutch Corporate Governance Code
prescribes that the Board installs a selection- and appointment committee and a remuneration
committee. As the Company will not conduct any business prior to a Business Combination and the
Board does not intend to hire any employees, the Board has no need for a selection- and
appointment or remuneration committee.
Best practise provision 2.3.10: secretary to the Board
Until a Business Combination is concluded, the Board has no need for a secretary to the Board.
Page | 29
Best practice provision 3.3.3: Shares held by a Non-Executive Board member in the Company
should be long-term investments
The Company believes the Company's capital structure is designed to align the interest of the
Sponsors and the Ordinary Shareholders, which is an important part of the proposition to Ordinary
Shareholders as represented by special acquisition companies such as DSC2 and emphasises that
the Sponsors are subject to a lock-up undertaking that applies following conversion of their Special
Shares into Ordinary Shares (See note 12 Current Shareholders and Related Party Transactions –
Sponsors' lock-up undertakings in the prospectus). Furthermore, the Ordinary Shares indirectly held
by the Non-Executive Directors Mr. Aat Schouwenaar, Mr. Joop van Caldenborgh (chairman), Mr.
Pieter Maarten Feenstra and Mr. Rob ten Heggeler, each Non-Executive Directors, are not
necessarily held as long-term investments as their investment horizon shall be determined
following completion of the Business Combination. With a view to the respective shareholdings
held by the Non-Executive Directors, which in each case is below 10%, the Non-Executive Directors
do qualify as ‘independent’ within the meaning of the Dutch Corporate Governance Code. DSC2
believes the board to be well-balanced Board wherein decisions are taken on the basis of sufficient
criteria and checks & balances, minimizes the risk of entering into such unfavourable Business
Combination.
Page | 30
Remuneration
The members of the Board and the Sponsors are not entitled to any remuneration or compensation
prior to completion of a Business Combination. The remuneration of the members of the Board
following a Business Combination, if any, shall be disclosed in the shareholder circular published in
connection with the DSC2 EGM and is expected to be in line with market practice for small to
medium sized companies. The members of the Board have not entered into any type of
employment or service agreement with the Company. As such, there are no severance
arrangements between the members of the Board and the Company. Since the members of the
Board will not be remunerated, there is no remuneration committee. For the same reason, we have
not prepared a remuneration plan that normally would be required under the Shareholder Rights
Directive and article 2.135b, Book 2 of the Dutch Civil Code.
Committees of the Board
The Board has not installed any standing committees, other than the Audit Committee appointed
by the Board of Non- Executive Directors.
Liability and Insurance
Under Dutch law, members of the Board may be liable to the Company for damages in the event
of improper or negligent performance of their duties. They may be jointly and severally liable for
damages to DSC2 and to third parties for infringement of the Articles of Association or of certain
provisions of the Dutch Civil Code. In certain circumstances, they may also incur additional specific
civil and criminal liabilities. Members of the Board and the Audit Committee of the Company are
insured under an insurance policy against damages resulting from their conduct when acting in
their capacities as such members or officers.
Indemnification
The Articles of Association provide for an indemnity for the members of the Board. Subject to Dutch
law and not in any case of wilful misconduct or gross negligence (opzet of grove nalatigheid), and
without prejudice to an indemnity to which he may otherwise be entitled, every person who is or
formerly was a member of the Board shall be indemnified out of the assets of the Company against
all costs, charges, losses and liabilities incurred by such member in the proper execution of his
duties or the proper exercise of his powers in any such capacities in the Company including, without
limitation, a liability incurred in defending proceedings in which judgment is given in such member's
favour or in which he is acquitted, or which are otherwise disposed of without a finding or
admission of material breach of duty on his part.
Diversity
Pursuant to Dutch law, certain large Dutch companies must pursue a policy of having at least 30%
of the seats on the board to be held by men and at least 30% of those seats to be held by women.
This allocation of seats will be taken into account in connection with the appointment, or
nomination for the appointment, of members of the Board and the drafting of the criteria for the
size and composition of the Board, as well as the designation, appointment, recommendation and
nomination for appointment of members of the Board. Currently DSC2 does not meet some of
the applicable gender diversity targets.
Page | 31
These targets together with the explanation why DSC2 does not yet meet them are listed below:
i. the seats are not allocated in a well-balanced manner:
o in the process of selecting suitable persons for DSC2s (Non-)Executive Board, DSC2
offered seats to several larger shareholders with experience of investing in and/or
having management experience with larger (listed) companies. The group of
candidates consisted of both men and women. In the end only male shareholders
showed willingness to obtain a Board seat;
ii. The allocation is not well-balanced:
o our current (Non-) Executive Directors were only appointed at IPO (19 November
2021). Since then, the (Non-)Executive Board has not changed; and
iii. the aim to achieve a well-balanced allocation in the future:
o considering the investment horizon of DSC2 (two years from IPO), we do not expect to
alter the current (Non-)Executive Board within the next year. After a successful
Business Combination, we expect DSC2 to dissolve into the Target Company, implying
that the current (Non-)Executive Board also dissolves. However, it could be the case
that one or two of DSC2s current Executive Directors will become part of the Target
Company’s governance structure as of Business Combination or shortly thereafter.
Limitation of supervisory positions
Pursuant to Dutch law, there are limitations to the number of positions persons can hold on the
boards of large Dutch Companies. Presently, we do not qualify as a large company for purposes of
these provisions, as we have not yet prepared annual accounts over two years, which is a
requirement under Dutch law.
Conflicts of interest, other information
The following circumstances may lead to a potential conflict of interest for the Members of the
Board (see Section Risk Factors – Risks related to the Members of the Board and/or the Sponsors ):
• Members of the Board may allocate their time to other businesses leading to potential
conflicts of interest in their determination as to how much time to devote to the Company's
affairs, which could have a negative impact on the Company's ability to complete the Business
Combination;
• The Sponsors may have a conflict of interest in deciding if a particular target business is a
good candidate for the Business Combination;
o The Sponsors are not obligated to provide the Company with a first review of all Business
Combination opportunities that they or their Affiliates may identify, this is relevant in
particular with a view to the investment activities some of the Sponsors conduct for their
own account, including Mr. Niek Hoek through Brandaris Capital, Mr. Stephan Nanninga
through LindeSpac and Mr. Gerbrand ter Brugge through Oaklins (or affiliates of Oaklins);
o The Company may engage in the Business Combination with a target business that has
relationships with entities that may be affiliated with the members of the Board or the
Sponsors , which may raise potential conflicts of interest;
o Each member of the Board is also an indirect shareholder in the Company. This may
cause them to focus on the financial performance of the Company rather than other
stakeholder interests;
o One or more of the members of the Board may negotiate employment or consulting
agreements with a target business in connection with a particular Business Combination.
Page | 32
These agreements may provide for them to receive compensation following the Business
Combination and as a result, may cause them to have conflicts of interest in determining
whether a particular proposed Business Combination is the most advantageous;
o The Sponsors, including Mr. Niek Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter
Brugge who are also members of the Board, indirectly hold Special Shares which they
will only be entitled to convert into Ordinary Shares if they succeed in completing a
Business Combination, which may incentivize them to initially focus on completing a
Business Combination rather than on critical selection of a feasible target business and
the negotiation of favourable terms for the transaction. Provided that, on the long-term
the Sponsors are more likely to benefit from their Special Shares and related conversion
rights if the acquired target business performs well and is integrated in the Company in
a manner that is beneficial from a commercial, legal and tax perspective to the Company
and all its shareholders. See the section Current Shareholders and Related Party
Transactions in the prospectus); and
o Following completion of the Business Combination, One or more Sponsors may have an
advisory role (potentially as a member of the supervisory board or non-executive
director of either the target business or the Company) whilst also maintaining his Special
Shares. The ownership of Special Shares, and the potential financial upside of converting
such Special Shares into Ordinary Shares may cause such Promoter / adviser of the target
business to focus on (short-term) financial results rather than the (long-term) interests
of all stakeholders.
We are not aware of any other circumstance that may lead to a potential conflict of interest
between the private interests or other duties of members of the Board and the private interests or
other duties of members of the Audit Committee vis-à-vis the interests of the Company. There is
no family relationship between any members of the Board or the Audit Committee.
With respect to each of the members of the Board and the Audit Committee, we are not aware of:
i. any convictions in relation to fraudulent offences in the last five years;
ii. any bankruptcies, receiverships or liquidations of any entities in which such members held
any office, directorships or senior management positions in the last five years; or
iii. any official public incrimination or sanctions of such person by statutory or regulatory
authorities (including designated professional bodies), or disqualification by a court from
acting as a member of the administrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of any issuer for at least the
previous five years.
Page | 33
Employees and SPAC-team
The Company currently has no employees and does not intend to hire any employees prior to the
Business Combination. Mr. David van Ass and Mr. Felix Snoeck Henkemans are employed by Oaklins
and Mr. Derk Hoek is employed by Brandaris assist the Sponsors in the ongoing process towards
the Business Combination.
Page | 34
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Company’s Annual Report. The Company’s Annual
Report comprises the Directors’ Report, the Governance Report, the Company’s Financial
Statements and some other information. The Directors are responsible for preparing the Annual
Report in accordance with applicable law and regulations. The Directors are required by law to
prepare the Annual Report for each financial year. The Directors have prepared the Annual Report
in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the
European Union and the relevant provisions of the Dutch Civil Code. The Directors must not
approve the Annual Report unless they are satisfied that it gives a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that period. In preparing the
Annual Report, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable IFRS as adopted by the European Union and the relevant
provisions of the Dutch Civil Code have been followed, subject to any material departures
disclosed and explained in the Annual Report; and
• prepare the Annual Report on the going concern basis, unless it is inappropriate to
presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and disclose, with reasonable accuracy at any time, the
financial position of the Company and enable them to ensure that the Annual Report complies with
applicable law. The Directors have assessed whether the risk assessment executed showed any
material failings in the effectiveness of the Company’s internal risk management and control
systems. Though such systems are designed to manage and control risks, they can provide
reasonable, but not absolute, assurance against material misstatements. Based on this assessment,
to the best of our knowledge and belief, no material failings of the effectiveness of the Company’s
internal risk management and control systems occurred and the internal risk and control systems
provides reasonable assurance that the 2021 financial statements do not contain any errors of
material importance.
With reference to section 5.25c paragraph 2c of the Dutch Act on Supervision, each of the Directors,
whose names and functions are listed in the Governance section, confirm that, to the best of their
knowledge:
• the Company’s financial statements and the consolidated financial statements, which
have been prepared in accordance with IFRS as adopted by the European Union and the
relevant provisions of the Dutch Civil Code, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company;
• the Directors’ Report gives a true and fair view on the situation on the balance sheet date,
the development and performance of the business and the position of the Company of
which the financial information is included in the Directors’ Report and includes a
description of the principal risks and uncertainties that the Company faces; and
Page | 35
• having taken all matters considered by the Board and brought to the attention of the
Board during the financial year into account, the Directors consider that the Annual
Report, taken as a whole is fair, balanced and understandable. The Directors believe that
the disclosures set out in the Annual Report provide the information necessary for
shareholders to assess the Company’s position, performance, business model and
strategy.
After conducting a review of management analysis, the Directors have reasonable expectation that
the Company has adequate resources to continue in operational existence for the foreseeable
future. For this reason, the Directors consider it appropriate to adopt the going-concern basis in
preparing the Annual Report.
On behalf of the Board of DSC2 (as per
the 1
st
of March 2022 Cabka N.V.)
___________________
___________________
Mr. T. Litjens
Director
Mr. N. Kupcu
Director
Page | 36
Consolidated Financial Statements 2021
Consolidated Statement of profit and loss and other comprehensive income (for the period
from 1 October 2020 to 31 December 2021)
(all amounts in €) Notes
2021
Service Fees 4 (794,444 )€
Operating expenses (794,444 )€
Operating Loss (794,444 )€
Changes in warrant value 5 (2,374,168 )€
Interest Expense 6 (637,704 )€
Effective Interest on redeemable ordinary shares 7 590,528 €
Finance costs - net (2,421,344 )€
Net loss before income tax (3,215,788 )€
Income Taxes 8 - €
Net loss for the period (3,215,788 )€
Page | 37
Consolidated Statement of financial position as per 31 December 2021
(all amounts in €) Notes 2021
Assets
Cash and cash equivalents 10 108,712,404 €
Total current assets 108,712,404 €
Total assets 108,712,404 €
Equity
Issued and paid-up share capital 11 33,553 €
Share Premium - €
Reserve Treasury Shares - €
Accumulated deficits (3,215,788 )€
Total Equity (3,182,234 )€
Liabilities
Long term liabilities
IPO warrants 12 3,474,168 €
Total non-current liabilities 3,474,168 €
Current liabilities
Redeemable ordinary shares 13 108,309,511 €
Interest liability 13 49,847 €
Service fees payable 13 61,112 €
Total current liabilities 108,420,471 €
Total Liabilities 111,894,639 €
Total Equity plus Liabilities 108,712,404 €
Page | 38
Hondecoeterstraat 2E
1071 LR Amsterdam
The Netherlands
+31 20 760 50 60
dutchstarcompanies.com
Info@dutchstarcompanies.com
Consolidated Statement of changes in equity (for the period from 1 October 2020 to 31 December 2021)
(all amounts in €)
Issued and paid-up
share capital
Share premium Accumulated deficits
Reserve Treasury
Shares
Total equity
Notes 11 11
Balance beginning of the period (as at 1 October 2020) 14,000 € - € - € 14,000 €
Profit/(loss) for the period - € - € (3,215,788 )€ (3,215,788 )€
Total comprehensive income and expense for the period - € - € (3,215,788 )€ (3,215,788 )€
Contributions by and distributions to owners -€
Shares issued 19,553 € - € - € 404,559 € 424,113 €
Shares repurchased (404,559 )€ (404,559 )€
Total contributions by and distributions to owners 19,553 € - € - € - € 19,553 €
Balance at 31 December 2021 33,553 € - € (3,215,788 )€ - € (3,182,234 )€
Page | 39
Consolidated Statement of cash flows (for the period from 1 October 2020 to 31 December
2021)
(all amounts in €) Notes
2021
Paid service Fees 4,13.3 (733,332 )€
Interest paid 6,13.2 (587,857 )€
Cash flow from operating activities (1,321,189 )€
Share Capital increase from proceeds IPO 11 19,553 €
Ordinary shares proceeds IPO 11 110,000,040 €
Cash flow from financing activities 110,019,593 €
Cash flow from investing activities - €
Net cash flow 108,698,404 €
Begin amount cash and cash equivalents 14,000 €
Ending amount cash and cash equivalents 108,712,404 €
Page | 40
Notes to the consolidated financial statements
Note 1 General Information
Dutch Star Companies TWO B.V. or ‘DSC2’ or the ‘Company’ is a private company (B.V.)
incorporated under Dutch Law. The Company is a Special Purpose Acquisition Company (SPAC)
set up by DSC Executive Directors Holding B.V., the holding entity of Sponsors Gerbrand ter
Brugge on behalf of Oaklins, Niek Hoek and Stephan Nanninga, aiming to affect a merger on the
stock exchange.
The Company is registered in the Chamber of Commerce under number 80504493 and has its
registered office at Hondecoeterstraat 2E, 1071 LR Amsterdam, The Netherlands.
The company is incorporated on October 1, 2020. The Company’s statutory financial year is the
calendar year. The first year is extended from October 1, 2020 to December 31, 2021
The Company is a SPAC for the purpose of acquiring a significant minority stake in a business with
principal business operations in Europe, preferably in the Netherlands. Further reference is made
to the Directors’ Report. As per 1 March 2022, Dutch Star Companies TWO B.V. acquired Cabka
Group GmbH and the legal entity was changed into Cabka N.V. , during the report ‘DSC2’ or the
‘Company’. The registered office of Cabka N.V. per March 1, 2022 is Johan Cruijff Boulevard 65,
Note 2 Application of new and revised International Financial Reporting Standards (IFRSs)
Note 2.1 New and amended IFRS Standards that are effective for the current year
The following Standards and Interpretations became effective for annual reporting periods
beginning on or after January 1, 2021:
Amendments to IFRS 7, IFRS 9 and IAS 39: Interest rate benchmark reform.
Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions beyond 30 June 2021: EU
effective date 1 April 2021.
IFRIC agenda decision on Configuration or Customization Costs in a Cloud Computing Arrangement
None of these new Standards and Interpretations had a material impact on our financial
statements.
Note 2.2 New and revised IFRSs in issue but not yet effective
The Company has not yet applied the following new and revised IFRSs that have been issued but
are not yet effective.
Considering the current circumstances, it is currently not possible to assess the impact of the
changes on the future Business Combination. The effect will be assessed during this transaction.
The amendments of standards have been included on the next page.
New standards, amendments to an existing standard and new interpretations with a date of initial
application of 1 January 2022 have no material impact on DSC2.
Page | 41
Note 3 Significant accounting policies
Note 3.1 Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting
Standards as endorsed by the European Union and Part 9 of Book 2 of the Dutch Civil Code.
Note 3.2. Going Concern
As set out in the Prospectus, DSC2 has 24 months from settlement date (19 November 2020) to
complete a Business Combination, subject to an extension with an additional six months upon
proposal by the Executive Directors and subsequent approval by the non-executive directors of the
Company subject to a potential one-off six-month extension approved by the Company’s general
meeting. Currently, DSC2 has entered into a Business Combination Agreement with Cabka. This
Business Combination Agreement was subject to final approval of the EGM on 28 February 2022.
The Business Combination Agreement has not materialized before the reporting period (the full
year 2021), because final closing of the transaction is subject to final approval of the EGM this will
not affect the financial statements of DSC2 over 2021.
On the February 28, 2022 EGM of Dutch Star Companies TWO B.V. all resolutions were duly passed
backed by 100% of shareholders while none of the DSC2-shareholders dissented. Therefore, the
risk for our shareholders is mitigated by the fact that the funds held in the escrow account and on
Dutch Star Companies’ bank account will be used for the transaction with Cabka.
Following the Business Combination Cabka became owner of ca. €45m growth capital from DSC2’s
shareholders.
The management has, at the time of approving the financial statements, a reasonable expectation
that the Group have adequate resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial
statements. The financial statements were approved by the management board and supervisory
board and authorised for issue on April 13, 2022.
Note 3.3 Functional and presentation currency
These consolidated financial statements are presented in euro, which is the Company’s functional
currency. All amounts have been rounded to the nearest ones, unless otherwise indicated.
New and revised IFRSs in issue but not yet effective
IAS 1
Amendments regarding Classification of Liabilities as a Current
or non-current
1 January 2023
IFRS 1, IFRS 2, IFRS 16 and
IAS 41
Annual improvements to IFRS Standards 2018-2020 Cycle 1 Jan 2022
IFRS 3 Amendments to Reference to the Conceptual Framework 1 January 2022
IAS 16
Amendment to Property, Plant and Equipment - Proceeds
before intended use
1 January 2022
IAS 1 and IFRS Practice
Statement 2
Disclosure of accounting policies 1 January 2023
IAS 8 Amendments regarding the definition of accounting estimates 1 January 2023
IAS 37
Amendments regarding Provisions, Contingent Liabilities and
Contingent Assets - Onerous Contracts- Cost of Fulfilling a
Contract
1 January 2022
Standard
Effective Date IFRS
Title
Page | 42
Note 3.4. Basis for consolidation
Subsidiaries are all entities over which the Company has control. The Company controls an entity
where the Company is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power to direct the activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Company. For purposes of the consolidated financial statements, Dutch Star Companies TWO
B.V.. forms a group together with Stichting Dutch Star Escrow Escrow, a foundation that holds the
IPO proceeds in escrow on designated bank account. The IPO proceeds may only be released from
escrow (i) upon receipt of (a) a joint and written instruction signed by the Company’s
management board, confirming that the conditions, if any, to completing of the business
combination are satisfied or waived in accordance with the transaction documentation in effect
between the Company and the target business and (b) a written confirmation of a civil law notary
or deputy civil law notary (notaris of kandidaat-notaris) that the general meeting has adopted a
resolution to approve the business combination; (ii) upon receipt of a written confirmation of a
civil law notary or deputy civil law notary (notaris of kandidaat-notaris) that (a) the deadline to
complete a business combination has passed without the Company completing a business
combination and (b) a written resolution by the general meeting to pursue a liquidation of the
Company was adopted; (iii) on the first business day 3 years after the execution date of the
escrow agreement; or (iv) upon receipt by the Intertrust Escrow Services, acting as the escrow
agent, of a final (in kracht van gewijsde) judgment from a competent court or arbitral tribunal,
confirmed to be enforceable in the Netherlands by a reputable law firm, requiring payment by
Stichting Dutch Star Escrow of all or part of the amounts held in the escrow account to the
Company or to any party that is designated in such judgment. As such, the Company can control
the date on which the Foundation needs to pay out the cash held in escrow by proposing a
Business Combination or waiting until the date the 24-months period ends and the funds need to
be repaid. Therefore, the foundation is considered a group company and included in these
consolidated financial statements.
Subsidiaries are deconsolidated from the date that control ceases. Intercompany transactions,
balances and unrealized gains on transactions between group companies are eliminated.
Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of
the transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Note 3.5 Basis of preparation
The financial statements have been prepared on the historical cost basis except for certain financial
instruments that are measured at revalued amounts or fair values at the end of each reporting
period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods
and services.
The preparation of these consolidated financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to exercise its judgment
in the process of applying the Group’s accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements are the following:
Page | 43
• Note 12.1 IPO Warrants and Note 13.1 Redeemable Ordinary Shares. The fair value of the
IPO Warrants at the issue date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date, regardless of whether
that price is directly observable or estimated using another valuation technique. In estimating the
fair value of an asset or a liability, the Company takes into account the characteristics of the asset
or liability if market participants would take those characteristics into account when pricing the
asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes
in these financial statements is determined on such a basis.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1,
2 or 3 based on the degree to which the inputs to the fair value measurements are observable and
the significance of the inputs to the fair value measurement in its entirety, which are described as
follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are
observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
The principal accounting policies are set out below.
As set out in the Prospectus, DSC2 has 24 months from settlement date (19 November 2020) to
complete a Business Combination, subject to an extension with an additional six months upon
proposal by the Executive Directors and subsequent approval by the non-executive directors of the
Company subject to a potential one-off six-month extension approved by the Company’s general
meeting. Currently, DSC2 has entered into a Business Combination Agreement with Cabka. This
Business Combination Agreement was subject to final approval of the EGM on 28 February 2022.
The Business Combination Agreement materialized before the reporting period (the full year 2021),
because final closing of the transaction is subject to final approval of the EGM this will not affect
the financial statements of DSC2 over 2021. On the EGM of Dutch Star Companies TWO B.V. all
resolutions were duly passed backed by 100% of shareholders while none of the DSC2-shareholders
dissented.
Note 3.5 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Note 3.5.1 Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit
before tax’ as reported in the statement of profit or loss and other comprehensive income, because
of items of income or expense that are taxable or deductible in other years and items that are never
taxable or deductible. The Company's current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.
Note 3.5.2 Current and deferred tax for the year
Current tax is recognised in profit or loss, except when it relates to items that are recognised in
other comprehensive income or directly in equity, in which case, the current tax is also recognised
Page | 44
in other comprehensive income or directly in equity respectively. Where current tax arises from
the initial accounting for a Business Combination, the tax effect is included in the accounting for
the Business Combination.
Note 3.6 Financial instruments
Financial assets and financial liabilities are recognised when a group entity becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities that are within
the scope of IFRS 9 are initially measured at fair value and subsequently at amortised cost or at
fair value either through profit and loss or other comprehensive income depending on the
classification of the instrument based on the purpose for which the instruments are held.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through profit or loss are recognised immediately
in profit or loss.
Note 3.6.1 Cash and cash equivalents
Cash and cash equivalents include current accounts and deposits/escrow held at call with banks
and bank overdrafts. Bank overdrafts are shown separately within current liabilities on the
statement of financial position. Bank overdrafts that are repayable on demand and form an
integral part of the Company’s cash management are included as a component of cash and cash
equivalents for the purpose of the statement of cash flows.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
This includes the cash deposited on the escrow account.
Note 3.6.2 Redeemable Ordinary Shares
The holders of Redeemable Ordinary Shares have the right to demand cash (€ 10.00 per share
minus negative interest and the Cost Cover) at the earlier of i) the date of an approved Business
Combination in case the shareholder votes against such Business Combination and ii) when no
Business Combination materializes within 24 months from IPO, the Redeemable Ordinary Shares
are classified as a financial liability in accordance with IAS 32.18 until the point when this
redemption feature lapses. These financial liabilities are classified as measured at amortized cost
using the effective interest method. Interest expense are recognised in profit or loss. Any gain or
loss on derecognition is also recognised in profit or loss.
Note 3.6.3 IPO Warrants
Debt instruments (IPO Warrants) issued by the Company entity are initially recognised at fair value.
Subsequent measurement is at fair value, with any gains or losses arising on changes in fair value
recognised in profit or loss.
Page | 45
Note 3.6.4 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity
after deducting all its liabilities. Equity instruments issued by a Company entity are recognised at
the proceeds received, net of direct issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in
equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of
the Company's own equity instruments.
Note 3.7 Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the Directors of the Company are required
to make judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods if the revision affects
both current and future periods.
Note 3.7.1 Significant judgements
The key judgement having a significant effect on the amounts recognized in the financial
statements related to the equity or debt classification of the special shares indirectly held by the
promotors. DSC2’s Directors consider the shares to be equity instruments and not debt instruments
in accordance with IAS 32. These special shares are not entitled to the dissenting shareholders
arrangement and therefore not considered as redeemable ordinary shares. Furthermore, these
special shares are obtained in the role of a shareholder of the Company and not in return for
services provided. As such, these special shares are not in scope of IFRS 2.
Note 3.7.2 Significant estimates
DSC2 directors belief that although the IPO Warrants are listed at the Euronext Amsterdam, the
aspect of an Active Market as prescribed requirement under level 1 (see earlier), has not been met.
This is due to the fact that there is no sufficient ‘liquidity’ with respect to the Warrants. In 2021 a
relatively small number of transactions took place, too small to meet the criteria of an Active
Market. As a consequence, the fair value measurement of the Warrants cannot be considered a
Fair Value measurement based on level 1, as the quoted price of the Warrants cannot be
used in this case.
However, Directors are convinced that a level 2 measurement is applicable. From the paragraph’s
introduction in this paragraph comes forward that quoted price for identical or similar assets or
liabilities in markets that are not active, can be used to derive the fair value of a particular
instruments. Directors’ belief that this is currently the case for the Warrants. As level 2 input,
directors are convinced that the Warrant Price from the Amsterdam Stock Exchange as per 31
December 2021, can be used to meet the criteria of an identical or similar assets or liability in
markets that are not active. Note that the investors have been able to factor in the nature and
valuation of the target entity in the market price as the transaction already was announced earlier.
Directors are also of the opinion that the price is based on an orderly transaction between market
participants at the measurement date and under current market conditions.
Page | 46
Note 3.8 Cash flow statement
The cash flow statement is presented using the direct method. Cash flows from interest payments
are presented as operating cash flows. Further reference is made to note 10 on page 47. The
movement in the value of the warrants are non-cash flow movements. The cash stored on the
escrow meets the definition of IAS 7.8 and is therefore included as cash and cash equivalents in
the cash flow statement.
Note 3.9 Segment information
The Company is a ‘special purpose acquisition Company’ (“SPAC”). At the period-end 31 December
2021 no acquisition has yet been completed. The activities are considered to be a single operating
segment under IFRS 8. As a consequence, no further segmental disclosures are included in the
financial statements.
Note 4 Services Fees
DSC Executive Directors Holding is entitled to periodical payments of service fees by the Company,
based on a relationship agreement between DSC Executive Directors Holding and DSC2, as
compensation for the promoting and facilitating services undertaken by DSC Executive Directors
Holding with the view to identify potential target businesses in conjunction with the Company.
Total Service Fees expense for the period was (€ 794,444).
Note 5 Changes in warrant value (non-cash)
The IPO Warrants classify as a financial liability under IFRS and are initially measured at their fair
value. Subsequent to initial recognition, the IPO Warrants are measured at fair value, and changes
therein are recognised in profit or loss.
*First market price quoted
As the warrant value at year end was €3,474,168 compared to €1,100,000 at IPO the change in
warrant value recognised in the profit and loss was (€2,374,168).
Note 6 Interest expenses
The weighted average interest rate on funds placed in escrow is -0.586% per annum. For 2021 the
total interest charged on funds placed in escrow and interest charged on funds on the Company’s
bank account is -0.0%. The weighted average interest rate on funds placed in escrow and interest
charged on funds on the Company’s bank account in 2021 was -0.580%.
See note 14.4 for more information on interest rates and expenses.
IPO Warrants
# of warrants /
shares
Warrant price
31-12-2021
Warrant Value
31-12-2021
Warrant
price
IPO
Warrant Value
IPO
Changes in
Warrant Value
EUR 11 1,833,334.0 1.00 1,833,334 0.20 366,667 1,466,667
EUR 12 1,833,334.0 0.37 678,334 0.20 366,667 311,667
EUR 13 1,833,334.0 0.53 962,500 0.20 366,667 595,834
Total 5,500,002.0 3,474,168 1,100,000 2,374,168
*
Page | 47
Note 7 Effective Interest on redeemable ordinary shares
The Ordinary Shares are classified as a financial liability in accordance with IAS 32.18 until the point
when this redemption feature lapses. These financial liabilities are classified as measured at
amortized cost using the effective interest method. Interest expense are recognised in profit or
loss. Any gain or loss on derecognition is also recognised in profit or loss. Effective interest on
redeemable ordinary shares in 2021 was €590,528
See note 13.1 for more information on the redeemable ordinary shares.
Note 8 Income tax recognized in profit or loss
The tax rate used for the 2021 reconciliations above is the corporate tax rate of 20% until €200,000
and 25% above that amount. These are the tax rates payable in the Netherlands on taxable profits
under Dutch Law. As the Company has not made taxable profits no income tax has been recognized
in the profit or loss. Furthermore, no deferred tax assets and/or liabilities are considered as well.
No deferred tax asset has been recognised in respect of the tax losses as the directors consider the
generation of future taxable profit, against which the Company can utilise tax these losses, too
uncertain. Net recognized losses amount to (€ 3,215,788)
Note 9 Earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic
earnings per share are as follows.
Note 10 Cash and cash equivalents
Cash and cash equivalents consist of a current (EUR 400.222) and an escrow account (EUR
108.312.183) held at ABN Amro Bank N.V. The cash stored on the escrow account is held at the
foundation Stichting Dutch Star Escrow Escrow. The funds that have been deposited
in the escrow account will be held in escrow and are restricted for use until at least 70% of the
General Meeting will approve the investment in a Business Combination (the Target company).
Thereafter, DSC2 will seek to fully consolidate with the target company and the SPAC will continue
the business activities under the name of the target company (at which point DSC2 shareholders
will still hold listed shares). If a Business Combination is not proposed within 24 months after the
IPO and the potential 6 months extension, invested funds deposited in the escrow account will be
returned to shareholders.
(all amounts in €) 2021
Profit for the year attributable to owners of the Company (3,215,788)€
Dividends paid -€
Earnings used in the calculation (3,215,788)€
Weigthed average number of ordinary shares for the of
basic earnings per share
11,000,004.0
Earnings per share (0.29)€
Page | 48
(all amounts in €)
2021
Begin amount cash and cash equivalents 14,000€
Share Capital increase from proceeds IPO 19,553€
Ordinary shares proceeds IPO 110,000,040€
Cash flow from operating activities (1,321,189)€
Ending amount cash and cash equivalents 108,712,404€
Page | 49
Note 11 Issued and paid-up share capital and Reserve Treasury Shares
The Issued capital of DSC2 reflects the nominal paid up capital for the 293,333 Special Shares with
a nominal value of € 0.07 and 1,302 HNV shares with a nominal value of €10.00. These special
shares were issued at a nominal value € 0.07 per share, amounting to €20,553. At incorporation
200,000 Special Shares were issued for a total of €14,000 and another 93,333 Special shares were
issued at IPO for a total of €6,533 amounting to a total of €20,553. At IPO, also 1,302 HNV shares
were issued to DSC Executive Directors Holding BV.
The Company has issued 40,455,937 treasury shares at IPO with a nominal value of € 0.01 to the
Sponsors which subsequently were repurchased by the Company for the purpose of allotting these
treasury shares to investors at the time of a Business Combination. As a result, the Company held
a total of 40,455,937 treasury shares in its own capital in treasury. These Treasury Shares are held
in treasury and do not yield dividends, do not entitle the Company to voting rights and do not count
towards the calculation of dividends or voting percentages.
Special Shares (#) # of Shares Nominal value Total
At incorporation 200,000 0.07€ 14,000€
At IPO 93,333 0.07€ 6,533€
Total Special Shares 293,333 20,533€
HNV Shares DSC Executive
Directors Holding
1,302 10.00€ 13,020€
Total HNV Shares 1,302 13,020€
Total issued capital 294,635 33,553€
Page | 50
Note 12 Liabilities
Note 12.1 IPO Warrants
At Six Warrants (each a Warrant), which entitle the holder thereof to affect a conversion of such
warrants into one or more Ordinary Shares in accordance with the terms set out below:
Three of such Warrants are allotted for each corresponding six Ordinary Shares at IPO (such
Warrants, the IPO-Warrants) and, following completion of the Business Combination, three
Warrants shall be allotted for each six Ordinary Shares that are held by an Ordinary Shareholder on
the day that is two trading days after the date of completion of the Business Combination (such
Warrants, the BC-Warrants).
The IPO-Warrants comprise an (i) IPO EUR 11 Warrant, (ii) IPO EUR 12 Warrant, and (iii) IPO EUR 13
Warrant. Each warrant can convert into one or more Ordinary Shares if the terms as set out in the
prospectus are met. Total amount of IPO warrants is 5,500,002 and below the abovementioned is
set out in a table overview:
The IPO Warrants classify as a financial liability under IFRS and are initially measured at their fair
value. Subsequent to initial recognition, the Market Warrants are measured at fair value, and
changes therein are recognised in profit or loss. The IPO warrant value at year end was €3,474,168
Note 13 Current liabilities
Note 13.1 Redeemable Ordinary Shares
Since the holders of ordinary shares DSC2 have the right to demand cash (€10.00 per share minus
Cost Cover and negative interest) at the earlier of i) the date of a Business Combination in case
the shareholder votes against such Business Combination and ii) when no Business Combination
materializes within 24 months from IPO or ultimately within 30 months from IPO in case of an
extension, the ordinary shares are classified as a liability in accordance with IAS 32 until the point
when the redemption feature lapses. As such the ordinary shares are mentioned as a liability
called “redeemable ordinary shares” on the condensed statement of financial position.
At IPO the Company offered 1,833,334 units (each a Unit) at a per unit price of € 60.00 (the offer
price). Each Unit consists of:
• Six Ordinary Shares with a nominal value of €0.01 per share (each an Ordinary Share); and
• Six Warrants (each a Warrant), which entitle the holder thereof to affect a conversion of
such warrants into one or more Ordinary Shares in accordance with the terms set out in
the prospectus.
The Ordinary Shares are issued at an issue price of € 10.00 per share. Number of Ordinary Shares
issued to shareholders at IPO were 11,000,004.
IPO Warrants
# of warrants /
shares
Conversion
rate
Potential
Ordinary
Shares
EUR 11 1,833,334 0.12 220,000
EUR 12 1,833,334 0.24 440,000
EUR 13 1,833,334 0.36 660,000
Total 5,500,002 1,320,000
Page | 51
Note 13.2 Interest Liability
The Company has an interest liability of € 49,847 on 31 December 2021.
Note 13.3 Service fee payables
The company had a service fee payable of € 61,112 on 31 December 2021.
Note 14 Financial instruments
Note 14.1 Capital management
The Company manages its capital to ensure the Company will be able to continue as going concern
while maximizing the return to stakeholders through the optimization of the debt and equity
balance. The capital structure of the Company consists of net debt and equity of the Company.
The Company is not subject to any externally imposed capital requirements.
The Company’s executive board reviews the capital structure of the Company on a semi-annual
basis. As part of this review, the executive board considers the cost of capital and the risks
associated with each class of capital.
Note 14.2 Financial risk management objectives
The Company’s sponsors provide services to the business, co-ordinates access to domestic financial
markets, monitors and manages the financial risks relating to the operations of the Company
through internal risk meetings which analyse exposures by degree and magnitude of risks. These
risks might include market risk (including currency risk, interest rate risk and other price risk), credit
risk and liquidity risk.
Note 14.3 Market risks
The Company’s activities expose it to the financial risks of changes interest rates and price risk of
the Warrants. As the Warrants are recognised at fair value and are liabilities on the balance sheet
of the Company. The Company’s exposure to market risks is the volatility of the of the Warrants
and thereto the Company’s liabilities may deviate over time because Warrants price can fluctuate
because of changing market conditions. The Warrants are publicly traded at the Euronext Stock
Exchange.
Note 14.4 Interest rate risk management
The Company is exposed to interest rate risk relating to the escrow account in which 99% of the
proceeds from IPO are held. The rate applicable to the escrow account is the EONIA (Euro
OverNight Index Average) minus 5 basis points (bps) (e.g. -39 bps - 5 bps = 44 bps negative interest).
The Company’s exposures to interest rates on financial assets and financial liabilities are further
detailed in the liquidity risk management section of this note.
Note 14.5 Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the Company. 99% of the IPO proceeds are deposited in an escrow account. This
account is monitored and managed by a professional escrow agent (Intertrust B.V.). The escrow
account itself is held by ABN Amro Bank NV. Holding the majority of the Company’s capital at one
bank creates a concentration risk, this single exposure can have the potential to produce losses
large enough to threaten the ability of the Company to continue operating as a going concern. In
this case although the concentration risk is high, the chance of default of ABN Amro Bank NV is
Page | 52
deemed very low, the bank has A1 (Moody’s), A (S&P), and A (Fitch) long term credit ratings and P-
1 (Moody’s), A-1 (S&P), and F-1 (Fitch) short term credit ratings at the end of the year 2021.
Note 14.6 Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors. In order to
cover for the costs related to the Offering (the Offering Expenses) and to cover the Running Costs,
the Company will reserve an amount of 1% of the Proceeds (i.e. the Costs Cover). In addition to the
Costs Cover, the Sponsors have contractually committed capital to a maximum cash amount of
€1,750,000 to cover the Offering Expenses (for the avoidance of doubt, excluding the Negative
Interest) and the Running Costs. The Offering Expenses as well as the Running Costs, shall firstly be
covered by the Costs Cover and the Committed Capital together, equally, on a 50/50 per cent basis,
up to and including the full amount of the Costs Cover is consummated. After the Costs Cover has
been fully consummated, the then remaining amount of Committed Capital will be used to cover
for any further costs related to the Offering and to cover the Running Costs.
The Offering Expenses covered by the Sponsors will in no event be refunded. The Sponsors shall be
refunded by the Company (and thus indirectly by all Shareholders) for the Initial Working Capital
subject to and upon completion of the Business Combination (see the section Refund to Sponsors
below). Hence, the Offering Expenses will in any event be fully borne by the Sponsors and the Initial
Working Capital (as defined below), will be fully borne by the Sponsors in the event no successful
Business Combination is completed by the Business Completion Deadline up to the committed
amount of € 1,750,000 (including the Offering Expenses). In the event of a successful Business
Combination the Sponsors may be refunded for the costs of the Initial Working Capital incurred by
them. It is expected an equal amount will be paid out of the Escrow Account (as defined
below).
Note 15 Fair value measurements
This note provides information about how the Company determines fair values of various
financial assets and financial liabilities. Directors are convinced that a level 2 measurement is
applicable. From the analysis comes forward that quoted prices for identical or similar assets or
liabilities in markets that are not active, can be used to derive the fair value of a particular
instruments. Directors belief that this is currently the case for the Warrants. As level 2 input,
directors are convinced that the Warrant Price from the Amsterdam Stock Exchange as per 31
December 2021, can be used to meet the criteria of an identical or similar assets or liability in
markets that are not active. Directors are also of the opinion that the price is based on an orderly
transaction between market participants at the measurement date and under current market
conditions.
Note 16 Current Shareholders and Related party transactions
Sponsors, via DSC Executive Directors Holding BV committed a total amount of € 1,750,000. This
amount is being used to pay the costs (e.g. bank, legal, advisory and insurance costs) made in
respect of this initiative, hence the Company.
The Company reserves 1% of the Proceeds to cover costs related to the Offering and to cover the
Running Costs (i.e. the Costs Cover). In addition to the Costs Cover, the Sponsors have
contractually committed capital in the maximum aggregate of €1,750,000 to further cover costs
related to the Offering (for the avoidance of doubt, excluding the Negative Interest) and to cover
the Running Costs. Any costs related to the Offering and the Running Costs shall be covered by
the Costs Cover and the Committed Capital on a 50/50 per cent basis, up to and including the full
Page | 53
amount of the Costs Cover is consummated. After the Costs Cover has been fully consummated,
the then remaining amount of the Committed Capital will be used to cover for any further costs
related to the Offering and to cover the Running Costs. Current cumulative amount paid amounts
to EUR 660,837. Please refer to disclosure note 4 for the services fee expense of DSC2 towards
DSC Executive Holding B.V.
The reservation of the Costs Cover has a direct impact on the investors’ return on investment
because they immediately incur an unrealised loss comprising of up to 1% of their investment and,
as the Costs Cover and the Committed Capital do not cover the Negative Interest, the Negative
Interest.
The Sponsors are not entitled to any cash remuneration or compensation prior to completion of a
Business Combination as the potential conversion of Special Shares shall be their sole reward in
that respect. The Special Shares may be converted into Ordinary Shares. If a Promoter exercises his
right to convert Special Shares, each Special Share may be converted into such number of Ordinary
Shares in accordance with the principles set out in the Shareholders’ Agreement and set out in the
prospectus.
The other members of the Board are not entitled to any cash remuneration or compensation prior
to completion of a Business Combination as the potential value increase of their Ordinary Shares
and conversion of Warrants shall be their sole reward in that respect.
Note 17 Key management personnel compensation and director’s remuneration
The members of the Board and the Sponsors are not entitled to any remuneration or compensation
prior to completion of a Business Combination. The remuneration of the members of the Board
following a Business Combination, if any, shall be disclosed in the shareholder circular published in
connection with the DSC2 EGM and is expected to be in line with market practice for small to
medium sized companies. The members of the Board have not entered into any type of
employment or service agreement with the Company. As such, there are no severance
arrangements between the members of the Board and the Company. Since the members of the
Board will not be remunerated, there is no remuneration committee. The Company currently has
no employees and does not intend to hire any employees prior to the Business Combination.
Note 18 Events after the reporting period
Acquisition of Cabka Group GmbH
On 22 December 2021 DSC2 entered into a Business Combination Agreement with Cabka Group
GmbH and RAM.ON Finance GmbH, valuing Cabka at EUR 250m (enterprise value), corresponding
to around EUR 175m value for the equity, for a consideration of EUR 63.3 million in cash to the
Minority Shareholders and 11.172.000 ordinary shares of DSC2 of which 5.000.000 newly issued
and 6.172.000 existing shares held in treasury in exchange for RAM.ON Finance’s shares in Cabka
to RAM.ON Finance. The share price as at February 28, amounted to EUR 10 per share, so the
consideration paid in total amounts to EUR 111.720m in shares and EUR 63m in cash, in aggregate
around EUR 175m. The accounting for the transaction has not yet been determined and will be
completed by Cabka management. Presumably in 2022.
Cabka is in the business of recycling plastics from post-consumer and post-industrial waste into
innovative reusable pallets- and large container solutions enhancing logistics chain sustainability.
Cabka is leading the industry in its integrated approach closing the loop from waste, to recycling,
to manufacturing. Backed by its own innovation center it has the rare industry knowledge,
Page | 54
capability, and capacity of making maximum use bringing recycled plastics back in the production
loop at attractive returns. Cabka generated revenue of approx. EUR 134,5 million and has 624
employees in 2020.
The acquisition will give Cabka a listing on Euronext Amsterdam and a significant capital injection.
DSC2 believes that the acquisition with Cabka is a highly compelling opportunity to fuel Cabka’s
growth strategy going forward. Forming the acquisition is an important, strategic opportunity for
DSC2 shareholders, enabling them to participate in Cabka’s attractive business model and ample
growth opportunities.
On the EGM of Dutch Star Companies TWO B.V. on February 28 2022 all resolutions were duly
passed backed by 100% of shareholders while none of the DSC2-shareholders dissented.
This resulted in the buy-out two minority shareholders for amount of EUR 63.3m, up to 1% of the
IPO proceeds will be used for the payment of the costs in relation to the transaction incurred by
DSC2, the Sponsors and their affiliated companies, approx. EUR 850k will be used to cover any
accrued negative interest on the escrow account, EUR 1.962 million will be used for the partial cash
settlement of the existing VSOP and net remainder approx. EUR 45m will be contributed to the
business combination and used to fund operations and future growth.
The transaction has become effective on 1 March 2022, resulting in the conversion of Dutch Star
Companies TWO B.V. shares into Cabka N.V. shares and the corresponding conversion from a Dutch
private limited liability Company under Dutch Law into a public company under Dutch law and the
amendment of the articles of association of the Company (including a capital reduction).
Mr. Niek Hoek, Mr. Stephan Nanninga and Mr. Gerbrand ter Brugge (on behalf of Oaklins) (the
Sponsors) through their affiliated companies indirectly acquired 293.333 special shares in DSC2.
After completion of the Business Combination 2/3
rd
of the special shares were converted into
Ordinary Shares because the trigger for the first two tranches were met. The converted special
shares are subject to a one-year lock-up period as of the transaction.
The Redeemable Ordinary Shares, issued at the IPO, which were classified as a liability as per
December 31, 2021 will fully convert into equity as approx. 100% of the shareholders voted in
favour of the transaction and nobody opted-in for the dissenting shareholder arrangement.
Furthermore, all non-dissenting DSCT shareholders are entitled to 3 new warrants per 6 ordinary
shares to be issued following the completion of the transaction (the ”BC-warrant”): i.e. one with
strike price €11.00 and a fixed conversion rate of 0.12 shares per warrant (symbol: DSCW1); one
with strike price €12.00 and a fixed conversion rate of 0.24 shares per warrant (symbol: DSCW2);
one with strike price €13.00 and a fixed conversion rate of 0.36 shares per warrant (symbol:
DSCW3).
As the closing price of the ordinary shares of DCS2 equalled or exceeded EUR 11.00 per ordinary
shares for a period of over 15 trading days within a consecutive trading day period, all EUR 11
warrants (DSCW1 warrants), both issued at the IPO and issued at the completion of the transaction,
will be automatically converted into ordinary shares at the conversion rate (the “Mandatory
Conversion”) of 0.12 shares per warrant.
The completion of the transaction resulted in the resignation of all Dutch Star Companies TWO B.V.
Executive and Non-Executive Directors and appointment of new Cabka N.V. Board members, being:
Page | 55
Managing Directors: T.M.G.H. Litjens (CEO) and N. Kupcu (CFO)
Supervisory Directors: T. Posner Henkin, G. Ramon, J.C. Holscher, N.W. Hoek and S.R. Nanninga
Russia/Ukraine
On the 24th of February 2022 Russia invaded Ukraine. While the situation in Ukraine remains highly
fluid and the outlook is subject to uncertainty, the global economic consequences are clearly
visible. The sanctions on Russia are expected to have a substantial impact on the global economy
and financial markets. Currently energy and utility prices have risen. Cabka has no presence in
Russia, Ukraine and Belarus and no employees in either of these countries. When the sanctions of
the international community became effective Cabka immediately implemented these in their own
business.
As Cabka has exposure to the increased energy and utility prices. We expect that the conflict will
not significantly impact our financial results. Currently it is not possible to estimate to what
extent the situation will be negatively impacting the financial results of the Company in 2022, as
the magnitude cannot be quantified at this time, because the expected duration and global
impact of the conflict are unknown.
Page | 56
Company financial statements for the
period 1 October – 31 December
2021
Page | 57
Company Financial Statements 2021
Company balance sheet as per December 31, 2021
after appropriation of result
Reference is made to the notes of the consolidated financial statements as there are no
differences between the consolidated and company statement of financial position
(all amounts in €) Notes 2021
Assets
Receivable from foundation 19 108,312,183€
Cash and cash equivalents 10 400,222€
Total current assets 108,712,404€
Total assets 108,712,404€
Equity
Issued and paid-up share capital 11 33,553€
Share Premium -€
Reserve Treasury Shares -€
Accumulated deficits (3,215,788)€
Total Equity (3,182,234)€
Liabilities
Long term liabilities
IPO warrants 12 3,474,168€
Total non-current liabilities 3,474,168€
Current liabilities
Redeemable ordinary shares 13 108,309,511€
Interest liability 13 49,847€
Other payables 13 61,112€
Total current liabilities 108,420,471€
Total Liabilities 111,894,639€
Total Equity plus Liabilities 108,712,404€
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Company income statement (for the period from 1 October 2020 to 31 December 2021)
Reference is made to the notes of the consolidated financial statements as there are no
differences between the consolidated and company income statement
(all amounts in €) Notes
2021
Service Fees (794,444)€
Operating expenses (794,444)€
Operating Loss (794,444)€
Changes in warrant value (2,374,168)€
Interest Expense (637,704)€
Effective Interest on redeemable ordinary shares 590,528€
Finance costs - net (2,421,344)€
Net loss before income tax (3,215,788)€
Income Taxes -€
Net loss for the period (3,215,788)€
Page | 59
Notes to the Company financial statements
General information
The company financial statements are part of the consolidated financial statements of DSC2.
Basis of preparation
The Company financial statements of DSC2 have been prepared in accordance with Part 9, Book 2
of the Dutch Civil Code. In accordance with sub 8 of article 362, Book 2 of the Dutch Civil Code,
the Company financial statements are prepared based on the accounting principles of
recognition, measurement and determination of profit, as applied in the consolidated financial
statements. These principles also include the classification and presentation of financial
instruments, being equity instruments or financial liabilities. In case no other policies are
mentioned, refer to the accounting policies as described in the accounting policies in the
consolidated financial statements of this Annual report.
For an appropriate interpretation, the company financial statements of DSC2 should be read in
conjunction with the consolidated financial statements. All amounts have been rounded to the
nearest ones, unless otherwise indicated. The balance sheet and income statement include
references. These refer to the notes. The current financial year covers the period from 1 October
2020 until 31 December 2021. The Company forms a group together with Stichting Dutch Star
Escrow Escrow, a foundation that holds the IPO proceeds in escrow on designated bank account.
The IPO proceeds may only be released from escrow (i) upon receipt of (a) a joint and written
instruction signed by the Company’s management board, confirming that the conditions, if any,
to completing of the business combination are satisfied or waived in accordance with the
transaction documentation in effect between the Company and the target business and (b) a
written confirmation of a civil law notary or deputy civil law notary (notaris of kandidaat-notaris)
that the general meeting has adopted a resolution to approve the business combination; (ii) upon
receipt of a written confirmation of a civil law notary or deputy civil law notary (notaris of
kandidaat-notaris) that (a) the deadline to complete a business combination has passed without
the Company completing a business combination and (b) a written resolution by the general
meeting to pursue a liquidation of the Company was adopted; (iii) on the first business day 3
years after the execution date of the escrow agreement; or (iv) upon receipt by the Intertrust
Escrow Services, acting as the escrow agent, of a final (in kracht van gewijsde) judgment from a
competent court or arbitral tribunal, confirmed to be enforceable in the Netherlands by a
reputable law firm, requiring payment by Stichting Dutch Star Escrow of all or part of the amounts
held in the escrow account to the Company or to any party that is designated in such judgment.
The Company shall eliminate any expected credit losses on intercompany loans or receivables
against the book value of the intercompany loan or receivable in accordance with Directive
100.107a of the Dutch Accounting Standards Board.
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Note 19 Receivable from foundation
Total proceeds of the offering were €110,000,040 of which 99% were deposited on the Escrow
account which represents €108,900,040. Only costs suffered by the escrow account is negative
interest expenses. At year end a cash amount of €108,312,183 was available on the escrow
account. These funds were released to Cabka N.V. as part of the Business Combination.
External Auditor’s remuneration
In 2020 Deloitte Accountants B.V. has been appointed as independent External Auditor of the
Company. The auditor’s remuneration for the audit of the Company’s financial statements
amounted to € 33.090 - and relates solely to Deloitte Accountants B.V.
Escrow account Amount
Cash deposited on Escrow account at IPO 108,900,040€
Cash at Escrow account on 31-12-2021 108,312,183€
Page | 61
Authorization of the financial statements
Signed for approval on 13 april 2022,
on behalf of DSC2,
___________________
___________________
Mr. T. Litjens
Mr. N. Kupcu
___________________
___________________
Mr. G. Ramon
Ms. T. Posner Henkin
___________________
___________________
Mr. N.W. Hoek
Mr. S.R. Nanninga
___________________
Ms. J. Holscher
Page | 62
Other Information
Provisions of Article of Association concerning profit appropriation
The provisions regarding the reservation and distribution of profits are included in Article 29 of the
Articles of Association. The following provisions have been mentioned in the aforementioned
Article:
1. The Board may decide that the profits realized during a financial year and appearing from
the adopted annual accounts are fully or partially appropriated to increase and/or form
reserves.
2. The profits remaining after application of Article 29.1 shall be put at the disposal of the
general meeting. The Board shall make a proposal for that purpose. A proposal to pay a
dividend shall be dealt with as a separate agenda item at the General Meeting.
3. All Shares share equally in all distributions, notwithstanding Article 11.6 and Article 41.4.
4. Distributions from the Company's distributable reserves are made pursuant to a resolution
of the Board.
5. Provided it appears from an interim statement of assets signed by the Board that the
requirement mentioned in Article 29.8 concerning the position of the Company's assets
has been fulfilled, the Board may make one or more interim distributions to the holders of
Shares.
6. The Board may decide that a distribution on Shares shall not take place as a cash payment
but as a payment in Shares, or decide that holders of Shares shall have the option to receive
a distribution as a cash payment and/or as a payment in Ordinary Shares, out of the profit
and/or at the expense of reserves, provided that the Board is designated by the General
Meeting pursuant to Articles 8.2. The Board shall determine the conditions applicable to
the aforementioned choices.
7. The Company's policy on reserves and dividends shall be determined and can be amended
by the Board. The adoption and thereafter each amendment of the policy on reserves and
dividends shall be discussed and accounted for at the General Meeting under a separate
agenda item.
8. Distributions may be made only insofar as the Company's equity exceeds the amount of
the paid in and called up part of the issued capital, increased by the reserves which must
be kept by virtue of the law or these Articles of Association.
The Board proposes to add the current results over the period to the accumulated deficits. This
proposal has not yet been reflected in the financial statements.
Page | 63
Independent auditor's report
To the shareholders and the supervisory board of Dutch Star Companies Two B.V. (effective March 1,
2022 “Cabka N.V.”)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2021 INCLUDED IN THE ANNUAL
REPORT
Our opinion
We have audited the financial statements 2021 of Dutch Star Companies Two B.V., based in
Company financial statements.
In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the financial
position of Dutch Star Companies Two B.V. as at 31 December 2021, and of its result and its
cash flows for the period from October 1, 2020 to December 31 2021 in accordance with
International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and
with Part 9 of Book 2 of the Dutch Civil Code.
• The accompanying Company financial statements give a true and fair view of the financial
position of Dutch Star Companies Two B.V. as at 31 December 2021, and of its result for the
period from October 1, 2020 to December 31, 2021 in accordance with Part 9 of Book 2 of the
Dutch Civil Code.
The consolidated financial statements comprise:
1. The consolidated statement of financial position as at 31 December 2021.
2. The following statements for the period from October 1, 2020 to December 31, 2021: the
consolidated statement of profit and loss and other comprehensive income, changes in equity and
cash flows.
3. The notes comprising a summary of the significant accounting policies and other explanatory
information.
The Company financial statements comprise:
1. The Company balance sheet as at 31 December 2021.
2. The Company income statement for the period from October 1, 2020 to December 31, 2021.
3. The notes comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the "Our responsibilities for the
audit of the financial statements" section of our report.
We are independent of Dutch Star Companies Two B.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.
Page | 64
Subsequent business combination with CABKA GmbH
Dutch Star Companies Two B.V. entered into a business combination with Cabka GmbH on March 1,
2022. At that moment the company changed it’s legal form from a Besloten Vennootschap (limited
liability company or B.V.) to a Naamloze Vennootschap (public company or N.V.) and at the same
time changes it’s name from Dutch Star Companies Two B.V. to Cabka N.V. For this auditor’s opinion
we refer to the legal name and form as at December 31, 2021.
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 € 1.050.000. The materiality is based on 1% of the Company’s 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 € 52.500, 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
Dutch Star Companies Two B.V. is at the head of a group of entities. The financial information of this
group is included in the consolidated financial statements of Dutch Star Companies Two B.V.
We have performed audit procedures on both Dutch Star Companies Two B.V. and Stichting Dutch
Star Escrow.
By performing the procedures mentioned above, we have been able to obtain sufficient and
appropriate audit evidence about the group's financial information to provide an opinion about the
consolidated financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to
fraud. During our audit we obtained an understanding of the entity and its environment and the
system of internal control, including:
• the risk assessment process;
• management’s process for responding to the risks of fraud and monitoring the system of
internal control;
• how the Non-Executives exercises oversight.
We also obtained understanding of the outcomes of these processes. Note that the company is a
Special Purpose Acquisition Company. The Board of the company is pursuing a business combination
(only). By result it has no (or only limited) business activities.
In the context of the activities of the entity, we have evaluated the design and implementation of the
system of internal control and in particular the fraud risk assessment. We evaluated fraud risk factors
with respect to financial reporting fraud, misappropriation of assets and bribery and corruption.
Particularly, we have evaluated all transactions on the escrow account in relation to the offering
circular. We evaluated the design and the implementation of internal controls designed to mitigate
fraud risks.
In connection with the presumed risks of financial statement fraud, we considered fraud in relation to
management override of controls, including evaluating whether there was evidence of bias by the
Executives in the Board. Our procedures include an assessment of the the selection and application of
accounting policies by the group, particularly those related to subjective measurements and complex
transactions, as these may be indicative of fraudulent financial reporting. With respect to the element
of bias, we evaluated whether the judgments and decisions made by management in making the
accounting estimates included in the financial statements represent a risk of fraudulent material
misstatement. We tested the appropriateness of journal entries recorded in the general ledger and
other adjustments made in the preparation of the financial statements.
Page | 65
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. For significant transactions 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. We performed a retrospective review of
management judgments and assumptions related to significant accounting estimates reflected in prior
year financial statements.
We made inquiries with management, those charged with governance and with others within the
Company. We refer to section “Internal control system and in control statement” of the Directors’
Report for management’s fraud risk assessment and section “Audit Committee” of the Non-Sponsors’
Report in which the Non-Executive Directors reflects on this fraud. We obtained written
representations that all known instances of (suspected) fraud and other irregularities have been
disclosed to us.
Management insights, estimates and assumptions that might have a major impact on the financial
statements are disclosed in note 3.7 of the financial statements.
Our procedures did not lead to indications for fraud potentially resulting in material misstatements.
Audit approach fraud risks compliance with laws and regulations
We assessed the laws and regulations relevant to the Company through discussion with the Executive
Directors and Non-Executive Directors and 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
(corporate) tax law and financial reporting regulations, the requirements of 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 Group 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 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 the
Group's ability to continue its business, or to avoid material penalties 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 Company as to whether the Company 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
Our responsibilities, as well as the responsibilities of the Executive Board and the Non-Executive
Board, are outlined under the prevailing standards in the “Description of responsibilities regarding the
financial statements” section below. The Executive Board has assessed the going concern
assumption, as part of the preparation of the consolidated financial statements, and as disclosed in
the Financial Statements (note 2.1, basis for preparation). The Executive in the Board believe that no
events or conditions, including the conflict between Russia and Ukraine and the COVID-19 pandemic,
give rise to doubt about the ability of the group to continue in operation of at least twelve months
after the adoption of the financial statements.
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We have obtained management’s assessment of the entity’s ability to continue as a going concern,
and have assessed the going concern assumption applied. As part of our procedures, we evaluated
whether sufficient appropriate audit evidence has been obtained regarding, and have concluded on,
the appropriateness of management’s use of the going concern basis of accounting in the preparation
of the consolidated financial statements. Based on these procedures, we did not identify any
reportable findings related to the entity’s ability to continue as a going concern
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.
Dutch Corporate
Governance Code and
Special Purpose
Acquisition
Companies
The Company is a Special Purpose Acquisition Company (“SPAC”) aiming to
consummate a Business Combination with a target company. The Company is
not a business in the traditional sense and has no employees. The Company has
a limited lifetime and a very specific capital structure with a number of classes of
shares and other financial instruments. The Dutch Corporate Governance Code is
applicable for all Dutch entities of that the shares are listed on regulated
markets. The code comprises of best practices of the way the responsibilities of
shareholders, management and oversight boards can be organised contributing
to long term value creation, risk management and relations with other
stakeholders. Based upon the Company’s specific business, a number of best
practices are not applicable in 2021. Furthermore, the Dutch Corporate
Governance Code is aimed at two-tier board systems. The Company has an one-
tier board. The Non-Executive Directors are responsible for independent
oversight, but have short term financial incentives in the Company similar to
Executive Directors. The Non-Executive directors are valuable for the Company
as a result of their experience in relevant industries, certain types of transactions
and/or relationships or network. As a consequence of this, there may be a threat
of their independence and/or a conflict of interest when identifying targets or in
subsequent negotiations. The Dutch Corporate Governance Code includes best
practices in connection with the information to shareholders. Within Dutch Star
Companies Two B.V. the Board has 16.7% of the voting rights, so the level of
information among the shareholders is not the same.
How our audit
responded to the key
audit matter
As part of our audit work we have reviewed paragraph Corporate Governance of
the Annual Report where managements comply or explain with the Dutch
Corporate Governance Code. Furthermore we have evaluated the implications of
the deviations from the Dutch Corporate Governance Code in our evaluation on
the internal control environment.
In conjunction with the International Standard on Auditing 720 we compared the
information with knowledge we obtained during our audit process. Furthermore
we compared the information contained in the Corporate Governance paragraph
with other parts of the financial statements for consistency. Note we have not
performed audit procedures on the Board Report.
Key observations
Although the deviations from the Dutch Corporate Governance Code are
numerous, we have not identified material inconsistencies between the
Corporate Governance paragraph of the annual report and other parts of the
annual report. Nor have we identified any deviations between the knowledge
obtained during the audit and the relevant section of the annual report. It may
be the case that if we had audited the information contained in the annual report
we could have identified other matters.
Impact of different
classes of shares
The Company has issued different classes of shares with corresponding different
risks and rewards. The sponsors of the SPAC have put capital at risk to list the
ordinary shares and to fund the search process to find a target to enter into a
Business Combination. In return the sponsors received sponsor shares. The
sponsor shares give voting rights equal to the ordinary shares. The nominal
value of the sponsor shares, that has been paid up by the sponsors amounts to
EUR 0.07 per share. Upon a successful business combination the sponsor shares
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are converted to ordinary shares. Ordinary shares have been issued within units
at EUR 60 for 6 ordinary shares and 6 warrants. In case holders of these
ordinary shares are not in favor of the proposed business combination they can
redeem these shares.
As at December 31, 2021, the ordinary shares traded for EUR 11,20 at Euronext.
The difference in price has implications for the wealth generated for the holders
of the various instruments upon the consummation of a business combination.
For the founders wealth is created in case the market value of the ordinary
shares exceeds EUR 0,07. Ordinary shareholders are not aligned with that. As a
consequence of this, there is a threat of a conflict of interest when evaluating
and/or valuing potential business combinations.
The sponsors have agreed to a conditional lock-up for 365 days to increase the
alignment with the ordinary shareholders.
How our audit
responded to the key
audit matter
As part of our audit work we have reviewed disclosure note 11 and 13.1 of the
financial statements detailing the main aspects of the instruments issued. We
have traced and agreed the statements made within this paragraph to the
underlying documentation of the instruments. Furthermore we have specifically
evaluated the disclosre of the rights and interest of the Founder Shareholders
and Public Shareholders.
Key observations
Although the risks and rewards between the sponsor shares and ordinary are
substantially different, we have not identified inconsistencies between the
Directors’ and Sponsors’ Report and other parts of the annual report. Nor have
we identified any deviations between the knowledge obtained during the audit
and the relevant section of the Directors’ and Sponsors’ Report. It may be the
case that if we had audited the information contained in the Directors’ and
Sponsors’ Report we could have identified other matters.
Scope Definition,
Classification and
valuation of financial
instruments
The Company has issued various classes of shares and derivatives/Financial
Instruments. Based on the principles of IFRS the Board has determined the
relevant scope within IFRS and subsequent classification of the various financial
instruments issued upon inception and at the IPO of the Company on 19,
November 2020.
The classification relates to equity or liability presentation of the instruments.
Based on the interpretation of the Board, the ordinary shares and the market
warrants are classified as liability. The ordinary shares are valued at amortized
cost. The market warrants are publicly traded at Euronext.
How our audit
responded to the key
audit matter
In connection with the verification of the scope definition and classification of the
instruments as at December 31, 2021, we have reviewed the position papers
prepared by the Board in combination with the facts and circumstances and the
principles of IAS 32 and IFRS 2. We have involved Deloitte IFRS experts.
For the valuation of the traded warrants we have verified the value as at
December 31, 2021 close of business and compared that with the valuation of
the liability. The requirements for a Level 1 valuation are not met, as there is
insufficient liquidity with respect to these warrants. However, the Company is of
the opinion that a level 2 measurement is appropriate for the valuation of the
warrants as this is derived from a not active market. For the valuation of the
ordinary shares we have audited the calculation of the amortized cost. Most
important management estimates impacting the amortized costs relate to the
estimate of the lifetime of the entity that is used to gross up the liability.
Key observations
We concur with the presentation of the financial instruments based on our review
of the position papers. With respect to the valuation of the market warrants we
also concur with the valuation based on the quoted price at Euronext. For the
ordinary shares we have verified the assumption used for the valuation of the
amortized cost.
REPORT ON THE OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
In addition to the financial statements and our auditor's report thereon, the annual report contain
other information that consists of:
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• Directors’ Report.
• Non-Sponsors’ Report.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements.
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through
our audit of the financial statements or otherwise, we have considered whether the other information
contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch
Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less
than the scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Directors’
Report and Non-Sponsors’ 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
Engagement
We were engaged by the supervisory board as auditor of Dutch Star Companies Two B.V. on October
1, 2020, as of
the audit for the period from October 1, 2020 to December 31, 2021 and have operated
as statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation
on specific requirements regarding statutory audit of public-interest entities.
EUROPEAN SINGLE ELECTRONIC REPORTING FORMAT (ESEF)
Dutch Star Companies Two B.V. (Cabka N.V. per March 1, 2022) 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 partially marked-up
consolidated financial statements, as included in the reporting package by the group complies in all
material aspects with the RTS of ESEF.
Management is responsible for preparing the annual reporting including the financial statements in
accordance with RTS on ESEF, whereby management combines the various components into a single
reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
Our procedures, taking into account Alert 43 of the NBA (the Netherlands Institute of Chartered
Accountants), included amongst others:
• Obtaining an understanding of the Company’s financial reporting process, including the
preparation of the reporting package;
• Obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance and the XBRL extension taxonomy
files have been prepared in accordance with the technical specifications as included in the
RTS on ESEF
• Examining the information related to the consolidated financial statements in the reporting
package to determine whether all required mark-ups have been applied and whether these
are in accordance with the RTS on ESEF.
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DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL
STATEMENTS
Responsibilities of management and the supervisory board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control as management determines is necessary to enable the
preparation of the financial statements that are free from material misstatement, whether due to
fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the
Company's ability to continue as a going concern. Based on the financial reporting frameworks
mentioned, management should prepare the financial statements using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the
Company's ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the Company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may
not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements. The materiality affects the nature, timing and extent of our
audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism 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 a Company to cease to continue as a going concern.
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• Evaluating the overall presentation, structure and content of the financial statements, including
the disclosures.
• Evaluating whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
•
Because we are ultimately responsible for the opinion, we are also responsible for directing,
supervising and performing the group audit. In this respect we have determined the nature and
extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the
risk profile of the group entities or operations. On this basis, we selected group entities for which an
audit or review had to be carried out on the complete set of financial information or specific items.
We communicate with the supervisory board regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant findings in internal control
that we identified during our audit. In this respect we also submit an additional report to the audit
committee in accordance with Article 11 of the EU Regulation on specific requirements regarding
statutory audit of public-interest entities. The information included in this additional report is
consistent with our audit opinion in this auditor's report.
We provide the supervisory board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters:
those matters that were of most significance in the audit of the financial statements. We describe
these matters in our auditor's report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, not communicating the matter is in the public
interest.
Amsterdam, April 12, 2022
2019-02-09 09.02.2019
Deloitte Accountants B.V.
J. Hendriks
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Additional data for SBR
Start date of financial year client: 2020-10-01
End date of financial year client: 2021-12-31
Chamber of commerce number client: 80504493