Annual report 2024

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Content
1. The profile of MKB Nedsense N.V. 5
2. Management Board report 6
3. Report of the Supervisory Board 8
4. Events after 31 December 2024 8
5. Risk factors 9
5.1 Risk factors general 9
5.2 Risk appetite 10
5.3 Control and management systems 10
6. Corporate governance 12
6.1 Executive Board and Supervisory Board 12
6.2 Social aspects of business 12
6.3 Legal structure 12
6.4 Articles of association, appointment and dismissal of the Boards 12
6.5 Issue and acquisition of shares 13
6.6 Takeover directive 13
6.7 Corporate Governance Code 14
6.8 Corporate Governance Statement 16
6.9 Social aspects of business 16
7. Remuneration policy 15
7.1 Board of Directors 15
7.2 Supervisory Board 15
8. Personalia 15
8.1 Board of Directors 15
8.2 Supervisory Board 16
8.3 Retirement schedule 16
9. Board statement 17

Dear shareholder,
We are pleased to present MKB Nedsense's
Annual Report . This annual report covers
MKB Nedsense's developments during the
2024 financial year.
Our investments made further developments
during 2024 and are well positioned for a long
term value creation in the coming years.
We are convinced that good opportunities will
arise in the MKB Nedsense segment - MKBs
with enterprise value between €1m and €10m.
We will endeavour to grow further in 2025.
Peter Paul de Vries

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MKB Nedsense N.V.
PO Box 26
1400 AA Bussum
Chamber of Commerce Number: 23092326
www.mkbnedsense.nl
Board of Directors
P.P.F. de Vries
Supervisory Board
G.P. Hettinga

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1. The profile of MKB Nedsense
As an investment company, MKB Nedsense is
dedicated to investing in SMEs and supporting
their growth ambitions. MKB Nedsense focuses
on investing and participating in companies with a
value of up to approximately €10 million. This will,
in principle, be based on a lower limit of €1 million.
When assessing potential investments in a
company, MKB Nedsense uses the following
criteria:
• the company has a strong position in its
market or niche;
• the company has an enterprise value in the
range of €1-10 million;
• the company operates in a growing market
and/or has sufficient potential for growth
and/or margin improvement;
• the company has stable and/or growing cash
flows;
• the company has its main operations in the
Benelux;
• the company has a strong track record;
• the company has strong management;
• the company has the potential to pay
dividends (over time);
• the company operates a sound risk
management system;
• the company and its management are able to
meet the obligations related to the listing of
investor MKB Nedsense;
• the enterprise is sustainable and diverse in
nature;
Whether a company meets the above-described
criteria is assessed by the management and—in
its supervisory function—the Supervisory Board.
This includes consideration of the sector in which
the company operates.
Report
MKB Nedsense has been reporting as an
'investment entity' in accordance with the IFRS 10
'consolidation exemption' since 2017. This means
that the results of the various majority interests
are not consolidated. The investments and
majority interests are valued and presented at fair
value.
There is also an exit strategy for the investments.
In the explanatory report, figures of the
controlling interests are presented. The figures of
the relevant entities have not been fully audited in
the context of these financial statements.
Sources of funding
MKB Nedsense has various funding sources
available to make investments, acquire companies
or take stakes:
a) cash
b) use of cash flows of MKB Nedsense (interest,
dividends and repayments
c) divestments
d) issue of shares
e) (whether or not) partial financing of the
purchase price or investment
f) raising debt capital at the level of MKB
Nedsense
Dividend policy
MKB Nedsense will consider paying a dividend if
the results allow it to do so. This decision and the
amount of any proposed dividend will depend,
among other things, on the financial and
operational results, cash flow, MKB Nedsense's
balance sheet position, and whether the available
funds should be used for repayment or
investments.
MKB Nedsense is a Bussum-based listed investment company.
The management report covers the 2024 financial year. MKB Nedsense reports as
an investment entity and uses the consolidation exemption in accordance with
IFRS-10.

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2. Board report 2024
Development of portfolio companies
This report provides an overview of the 100%
owned companies that are part of MKB
Nedsense's portfolio: GNS Brinkman and Axess.
At the end of 2024, these two companies
employed around 40 employees on an FTE basis.
The total turnover for 2024 of these two
companies is €8.0 million (2023: €7.4 million) with
an operating profit (EBITDA) of €0.8 million (2023:
0.4 million). In addition, MKB Nedsense owns
smaller stakes in Almunda Professionals and TIB-
TEC. During 2024, no new investments in SME
companies were made.
GNS Brinkman: product innovation
GNS Brinkman, based in Zaandam, is active in the
development and production of burglar and fire-
resistant solutions, such as roll-up grilles, roll-up
doors and fire doors. GNS Brinkman also provides
service, repair and maintenance (SRO) on these
products.
GNS Brinkman was formed from a merger of the
companies GNS and Brinkman. GNS was formed in
2007 from a merger between Gorter Branddeuren
(1837), NRF (the Nederlandse Rolluiken Fabriek,
1967) and Slaets (1850). Brinkman was formed in
1920.
GNS Brinkman's main sales markets are non-
residential construction, the industrial sector,
supermarkets and other chain stores, particularly
in the Randstad region and North Brabant. About
10% of turnover comes from exports to Belgium,
Germany and Denmark. There are also modest
exports to other European countries. The market
is characterised by production and installation
orders on a project basis. GNS Brinkman
distinguishes itself from the competition through
its innovative and customised solutions. In
addition, GNS Brinkman focuses on increasing its
presence in the SRO market to create a more
stable revenue base.
In 2024, GNS Brinkman achieved a positive
operating result (EBITDA) of €0.5 million on a
turnover of €5.3 million. This is a significant
improvement from last year. GNS Brinkman's key
growth opportunities are: accelerating product
innovations, expanding the SRO department, and
active offering of fire safety consultancy.
Axess: growth opportunities due to the
ageing population
Axess is an international manufacturer based in
Zaandam, specialising in five types of lifts. The
company outsources the installation of these lifts
at customers' premises and also provides repairs,
maintenance, and periodic checks for around 450
lifts that have been installed. Axess is a specialist
in platform lifts, which, unlike conventional lifts,
do not require a lift shaft, making them relatively
easy and cheap to install. Axess installs lifts mainly
in the market segments of education (schools and
BSOs), healthcare (GPs and care homes), housing
(apartment buildings and private homes) and
retail (supermarkets and other shops).
Axess also offers professional lifts for the industry
and responds to the ageing trend with various
products. Besides residential lifts, Axess also
offers so-called disabled lifts, designed to bridge
small heights in locations where the construction
of platforms or standard lifts is unnecessary or
impossible. Axess generates part of its sales
abroad. For 2024, Axess posted a slightly higher
turnover of €2.7 million and achieved a better
operating profit of €0.26 million.
Almunda Professionals
MKB Nedsense acquired a minority stake in
Almunda Professionals NV in July 2021. Almunda
Professionals is a listed holding company focusing
on deploying professionals for consultancy and
support of companies and organisations in
specific sectors. Almunda Professionals N.V. aims
to achieve a combination of organic growth and

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acquisitions. Almunda Professionals has three
activities:
- PIDZ, a platform for professionals in the
healthcare sector
- Novisource, providing interim consultancy
in the financial sector
- ICE, offering interim consultancy in the
utility sector
Almunda Professionals is listed on Euronext
Amsterdam. The share price rose slightly in 2024.
TIB-TEC
In 2021, MKB Nedsense invested TIB-TEC, a Swiss-
based hydrogen start-up commercialising a
proprietary technology that enables the
production and use of green hydrogen. During
2024, TIB-TEC did not achieve a listing on the
Swiss stock exchange (BX Swiss stock exchange).
The investment, €1.8 million, has been paid partly
(one-third) in cash and partly (two-thirds) in new
MKB Nedsense shares.
MKB Nedsense has certain guarantees from the
company and major shareholders, among which
are the unfolding of the initial transaction. In
2024, efforts were made to unwind the
transaction and lower the exposure. In 2025, MKB
Nedsense plans to intensify its activities regarding
TIB-TEC. At this moment, MKB Nedsense is not
certain that the investment in TIB-TEC will yield a
positive return in the future. There is a risk that
formal actions may be necessary to unwind the
transaction, despite the guarantees. The valuation
of the stake in TIB-TEC has been reduced to €900k
(-50%) in 2024.
Results 2024: small positive result
MKB Nedsense achieved a net profit of €0.1
million positive in the 2024 financial year (2023:
€0.2 million). The fair value of its investments in
GNS and Axess increased in 2024. This was offset
by the devaluation of the investment in TIB-TEC,
the slight decrease of the Almunda share price
and (low) holding company costs.
MKB Nedsense's equity increased from €9.2m
(2023) to €9.3m in 2024. MKB Nedsense's net
asset value increased from 9.2 to 9.3 euro cents
per share in the past financial year. Earnings per
share for 2024 were 0.1 euro cents (2023: 0.2 euro
cents).
No major transactions took place during the
financial year. In the current situation, the
Management Board and Supervisory Board
propose to pass the 2024 dividend.
Outlook
Despite challenges related to the local Dutch
construction market or slower economic
development due to global trade tensions, we
remain positive about the development of Axess
and GNS Brinkman in 2025. Meanwhile, we will
seek to maximise the value of our other
investments (Tib-tec and Almunda). MKB
Nedsense will continue to actively seek good
investment opportunities to create shareholder
value, including transactions with possible
external financing. We do not plan to expand the
investment team next year, so costs will be in line
with previous years. For 2025, it's too early to
make a quantified forward-looking statement.

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3. Report of the Supervisory Board
The Supervisory Board's report covers the 2024
financial year.
The Supervisory Board supervised the
management conducted by the Board both in and
outside meetings. The Management Board
prepared and submitted to the Supervisory Board
the Financial Statements for the 2024 financial
year.
Focus areas for the Supervisory Board in the past
financial year included the operational
improvement of the existing activities, the
implementation of the strategy, acquisition
opportunities, compliance with laws and
regulations, as well as keeping cost levels low.
The Supervisory Board discusses the long-term
value-creating strategy and associated risks
regularly. In addition, the special market
conditions and the consequences of high inflation
were discussed.
With respect to the investment strategy,
attention was paid to, among other things, its
implementation and feasibility, as well as the
opportunities and risks for the company. In that
context, investments and divestments were
discussed, as well as the exit strategy and the
financing structure. The further
professionalisation of the organisation was also
discussed, as well as the management
appointment. Attention was also paid to filling the
vacant auditor position.
Due to the capacity problem in the Dutch PIE
audit market, MKB Nedsense did not contract an
audit firm to audit the 2023 accounts. For the 2024
accounts, the Supervisory Board welcomed the
availability of GCP Auditors and appointed them
for the audit. Approval for this appointment was
requested from the shareholders’ meeting.
MKB Nedsense discussed the Corporate
Governance Code in 2024. The company largely
complied with the best practice provisions of the
Corporate Governance Code. More information
on this subject is provided in Chapter 6,
'Corporate Governance'.
The Supervisory Board met once in 2024 in the
absence of the Management Board. This meeting
included a discussion of the Executive Board's and
the Board's own performance.
Supervisory Board,
G.P. Hettinga
4. Events after 31 December 2024
There are no significant events after the balance
sheet date.
5. Risk factors
The Executive Board and Supervisory Board of
MKB Nedsense take their responsibilities for risk
management and the risk management and
control systems implemented within the
organisation seriously.
MKB Nedsense attaches great importance to
effective risk management and control, ensuring
further development and optimisation.
The internal risk management and control
systems are believed to provide a reasonable
degree of certainty that the financial reporting
does not contain any material misstatements and
functioned properly during the year under review.
There are no indications that these systems will
not work properly in the current year.
Specifically, the following risks are identified for
MKB Nedsense:

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5.1 Risk factors in general
Strategic risks
The strategy adopted by MKB Nedsense is
inextricably linked to risk-taking. The main risks
are cyclical conditions, consumer spending and
the labour market. Investing to create value
growth for share holders is an essential part of
MKB Nedsense's strategy. Adverse economic
conditions may result in MKB Nedsense or its
portfolio companies performing less than
expected. MKB Nedsense will regularly review its
portfolio for strategic risks. This involves testing
activities against the return and growth criteria
set for them and their impact on MKB Nedsense's
risk profile. Spreading risk is not an end in itself. In
addition, any downturn in the financial markets
and any resurgence of the debt crisis may have
repercussions on the economic climate in the
Netherlands and abroad, which may affect MKB
Nedsense's activities or limit its access to external
capital.
Operating risks
The results from the operations of the companies
in which MKB Nedsense invests may be
disappointing, partly due to increasing operating
costs or other unforeseen circumstances. The
operations of GNS Brinkman and Axess, for
example, are partly dependent on the
construction industry, the presence of technical
staff and the necessary approvals to operate. The
companies have relatively high fixed costs in the
form of labour costs. Therefore, an unforeseen
increase in the labour costs of one of the
companies or participation, for example, as a
result of new collective bargaining agreements or
a drop in turnover, could have a negative effect
on the results of the companies in which MKB
Nedsense invests.
Market value risk
MKB Nedsense may also invest in listed
companies. These investments are cautioned on
the basis of fair value, which usually follows the
share price. A fall in the share price may,
therefore, negatively affect the value of these
investments. If the value of these investments
decreases, this will have a direct impact on the
result and/or equity. There is a risk that
investments will consequently not achieve the
desired result.
Risk associated with listing
MKB Nedsense is listed on the official market of
Euronext Amsterdam and therefore has to
comply with the applicable laws and regulations.
If these regulations change, this may result in
additional costs for MKB Nedsense. The lack of
PIE-auditors can also be identified as a risk.
Organisational risk
The organisation relies heavily on a few key
people, including at least the director.
Furthermore, business operations are partly
carried out by individuals of major shareholder
Value8.
Acquisition risk
In the process of an acquisition, MKB Nedsense
makes hypotheses, assumptions and
considerations regarding possible future events.
Actual developments may differ significantly from
these. Also, errors of judgment in the due
diligence process and contract negotiations may
lead to losses and/or reputational damage for
MKB Nedsense. MKB Nedsense tries to minimise
this risk by conducting acquisitions as carefully as
possible. Where necessary, MKB Nedsense enlists
the help of external advisors, who support the
company in identifying the risks and advise MKB
Nedsense on how to minimise them by (among
other things) contractual means.
Legal risk
MKB Nedsense may be held liable for its actions.
Although MKB Nedsense is not aware of any
material or imminent litigation at the time of
publication of this Annual Report, MKB Nedsense
may be held liable for any failure of service or
other potential damages. Such liability
proceedings can generally involve high costs.
When companies are sold, guarantees are given
to a greater or lesser extent regarding the
accuracy of the information provided. In addition,
legal and compliance risks include the recording,
protection, and enforcement of relevant
intellectual property rights, such as trademark
registrations, patents, and domain names.

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Liquidity risk
Liquidity risk is the risk of having insufficient funds
to meet immediate obligations. If MKB Nedsense
takes on new obligations, this could lead to higher
liquidity risk. Regarding future liquidity demands,
MKB Nedsense may depend on the willingness of
major shareholders (including, to a significant
extent, Value8) to provide funds. The available
liquidity is held with a Dutch major bank with an A
rating.
Tax risk
A change in tax laws or regulations, case law or
positions of the tax authorities in the Netherlands
may negatively affect MKB Nedsense's (future)
results.
Currency risk
Most of MKB Nedsense's activities are conducted
in euros. MKB Nedsense does not currently use
financial instruments to hedge currency risks.
5.2 Risk appetite
Pursuing the objectives is inextricably linked to
taking (controlled) risks. The willingness to take
risks is proportional to the size and life stage of
the (future) activities, as well as the expected
return. MKB Nedsense has a very low-risk
appetite in the context of compliance and
reputation. MKB Nedsense has set itself the goal
of designing the organisation in such a way that
decisive entrepreneurship goes hand in hand with
effective risk management.
5.3 Control and management systems
During the financial year, the Executive Board and
Supervisory Board continuously analysed and
assessed the effective operation of existing risk
management and control systems, using the
formal processes, reports and evaluations
available. It was concluded that the internal risk
management system functioned properly in the
year under review and that no irresponsible risks
were taken.

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6. Corporate governance
MKB Nedsense has an Executive Board and a
Supervisory Board, the so-called two-tier
management structure. Below are the outlines of
the current structure.
6.1 Executive Board and Supervisory
Board
The Executive Board manages the company in
consultation with the Supervisory Board. The
Executive Board accounts for its actions to the
Supervisory Board and the General Meeting of
Shareholders. The Executive Board is conducted
by Mr De Vries. The Supervisory Board supervises
the general affairs of MKB Nedsense and the
policy of the Executive Board. In discharging their
duties, the com- missionaries are guided by the
company's interests. The Management Board
shall provide the Supervisory Board in good time
with the information and documents necessary
for the performance of its duties. The Supervisory
Board members are appointed by the General
Meeting of Shareholders.
The Supervisory Board will continuously review
whether the changing activities of MKB Nedsense
should affect the composition of the Executive
Board and the Supervisory Board. In doing so, if a
vacancy arises, preference will be given to a
female candidate in case of equal suitability.
Currently, there are no female members on the
Executive Board or the Supervisory Board. At
present, MKB Nedsense does not yet comply with
the requirement in the Act on Management &
Supervision of a balanced distribution of seats
between men and women. In the future, MKB
Nedsense will expressly consider the importance
of a balanced composition.
6.2 Social aspects of business
The company considers relevant social aspects of
business. When acquiring new portfolio
companies, the company will include social
aspects, such as sustainability and social aspects, in
the decision-making process to achieve
shareholder value growth.
6.3 Legal structure
MKB Nedsense is a public limited liability company
listed on Euronext Amsterdam. MKB Nedsense
has 40,600,000 ordinary shares and 59,400,000 A
shares outstanding at 31 December 2024 as well as
at the date of the financial statements. A shares
have the same rights as ordinary shares and are
convertible into ordinary shares at the holder's
request.
No shares have been issued to which special
profit rights are attached. In respect of none of
the issued shares, there is a restriction on voting
rights, a time limit for exercising voting rights
and/or issue of depositary receipts for shares with
the cooperation of MKB Nedsense. According to
the AFM's register and company register, as of
the date of the financial statements, there are
four shareholders with a real interest greater than
3%) . Actual interests may differ within the range:
• Value8 N.V. 62.69%
• J.P. Visser 15,19%
• P.P.F. de Vries (3L Capital Holding) 4,94%
• St. Admin TI Holdings 8,70%
There are no significant agreements involving the
company that are created, amended or dissolved
based on a change of control following a public
offer. The company also has no agreements with
any director or employee that provide for a
payment on termination of employment following
a public offer for the company's shares.
6.4 Articles of association,
appointment and dismissal of
directors and supervisory
directors
The following are the relevant provisions of the
Articles of Association, to the extent they are not
mentioned elsewhere in these Financial
Statements.

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Article 17.1 of MKB Nedsense's articles of
association states that MKB Nedsense is managed
by a board consisting of one or more directors.
Under Article 25.1, a Supervisory Board consists of
one or more persons. Furthermore, Article 18.1
states that the General Meeting of Shareholders
(AGM) appoints the Directors from a nomination
to be made by the Supervisory Board. Pursuant to
Article 19.1, the AGM may suspend or dismiss a
Director at any time. Pursuant to Article 27.1, the
AGM may suspend or dismiss any member of the
Supervisory Board at any time.
Changing the rights of MKB Nedsense
shareholders requires an amendment to the
articles of association. A Board resolution on a
proposal to amend the Articles of Association is
subject to the approval of the Supervisory Board
pursuant to Article 23.2.
6.5 Issue and acquisition of shares
Shares are issued in accordance with Article 7 of
the Articles of Association pursuant to a resolution
of the Management Board if and insofar as the
AGM designates the Management Board for that
purpose. The Management Board resolution is
subject to the approval of the Supervisory Board.
When shares are issued, each shareholder has a
pre-emptive right in proportion to the aggregate
amount of his shares, subject to the provisions of
the law. The pre-emptive right may, each time for
a single issue, be limited or excluded by the body
authorised to issue. Acquisition other than for no
consideration can only take place if and insofar as
the General Meeting has authorised the
Management Board to do so.
Pursuant to Article 7.2, the following applies: The
designation of the Executive Board as the issuing
body may be determined by resolution of the AGM
for not more than two years at a time.
The resolution of the AGM to that effect can only
be taken on a proposal of the Executive Board that
is subject to the approval of the Supervisory Board.
Such designation shall determine the number of
shares that may be issued. A designation made by
resolution of the AGM cannot be withdrawn unless
stipulated otherwise in the designation.
Pursuant to Article 12.5, the following applies.
Acquisition of own shares other than for no
consideration can only occur if the AGM has
authorised the Executive Board.
This authorisation is valid for a maximum of 18
months. The AGM must specify in the authorisation
how many shares or depositary receipts,
therefore, may be acquired, how they may be
acquired and between which limits the price must
lie. The resolution to repurchase shares requires
the prior approval of the Supervisory Board.
At the AGM held on 29 June 2024 the shareholders'
meeting authorised the board to issue 20% of the
issued shares for a period of 18 months and to limit
or exclude the pre-emptive right thereof.
The board is also authorised to repurchase shares
during the statutory maximum period of 18 months
from 29 June 2024, subject to the law and the
articles of association. The maximum number of
shares that can be repurchased is 20% of the issued
share capital.
6.6 Takeover directive
Pursuant to Article 1 of Decision Article 10 of the
Takeover Directive, MKB Nedsense explains
below:
Capital structure
The capital structure is listed in Chapter 6.3, 'Legal
structure'.
Restrictions
MKB Nedsense has restrictions on the transfer of
shares, voting rights, deadlines for exercising
voting rights and issuance. Furthermore, MKB
Nedsense is not aware of any agreement between
shareholders regarding the restriction of transfer
or voting rights.
Notification of control
The substantial holdings, to the extent known to
MKB Nedsense, are listed in Section 6.3.
Special control rights and control
mechanisms
There are no special control rights attached to
shares. There are no mechanisms for controlling a
scheme that grants rights to employees.

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Appointment and dismissal of members of
the Supervisory Board and Executive Board
With regard to the appointment and dismissal of
members of the Supervisory Board and the
Executive Board, reference is made to Section 6.1
of the financial statements. With regard to the
amendment of the Articles of Association,
reference is made to Section 6.4 of the financial
statements.
Powers of the Board of Directors
Section 6.1 of the financial statements explains the
powers of the Executive Board, including the
powers to issue and acquire shares.
Protective measures
The company has no general protective measures
against a takeover of control of the company, such
as certification of shares, priority shares or
protective preference shares. There are no
significant agreements to which the company is a
party that are created, amended or dissolved
under the condition of a change of control of the
company after a public offer is made. The company
also has no agreements with any director or
employee that provide for a payment on
termination of employment following a public
offer for the company's shares.
6.7 Corporate Governance Code
MBK Nedsense attaches great importance to
sound and transparent corporate governance and
strives for clear communication about this with all
stakeholders. The relevant social aspects of doing
business are taken into account. MBK Nedsense
has implemented the Dutch Corporate Governance
Code. MBK Nedsense endorses the principles of
this Code. Any substantial change in the company's
corporate governance structure and compliance
with the Code will be submitted to the General
Meeting of Shareholders for discussion under a
separate agenda item. For the detailed application
of the revised Code, please refer to the corporate
governance document on the website.
MBK Nedsense has chosen to deviate from the
best practice provisions on a very limited number
of points, as these are not (yet) desirable due to
MBK Nedsense's size or cost considerations. The
best practice provisions with which MBK Nedsense
does not yet (fully) comply are listed below. The
deviations are related to the current phase of the
company.
Best practice provision 1.3.6
Given the size of the company, MBK Nedsense
does not currently have an internal audit
department. MKB Nedsense has made alternative
safeguards to enhance the control systems.
Best practice provision 2.17/2.19
The Code states that the number of supervisory
board members who are not independent in
accordance should collectively amount to less than
half of the total number of supervisory directors,
including the chairman. Given the characteristics of
MKB Nedsense, the chairman—as one of the two
board members—is currently considered not
independent as he also serves as a board member
of the majority shareholder.
Best practice provision 2.3.10
Given the size of the company, MBK Nedsense
does not currently have a 'company secretary'.
Best practice provision 4.3.2
Given the size of the company, not all
presentations to (institutional) investors or
analysts will yet be available simultaneously via
webcast.
6.8 Corporate Governance Statement
This statement is included pursuant to Article 2a of
the 'Decree on additional requirements for annual
reports dated 1 January 2010' (hereinafter the
'Decree'). For the statements contained in this
declaration as referred to in Articles 3, 3a and 3b of
the Decree, reference is made to the relevant
references in these Financial Statements (more
specifically: Chapter 5 and Chapter 6 of the
Financial Statements). The following
communications should be considered to be
inserted and repeated here:
Compliance with principles and best practice
provisions of the Code are listed in Section 6.7,
'Corporate Governance Code'.
The main features of MKB Nedsense's
management and control system are listed in
Chapter 5 'Risk factors'.
The functioning of the shareholders' meeting and
the main powers and rights of MKB Nedsense
shareholders and how they can be exercised are
set out in Section 6.6 'Takeover directive'.

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The composition and functioning of the Executive
Board and Supervisory Board are reported in
Section 6.1, 'Executive Board and Supervisory
Board'.
The information referred to in the Article 10
Takeover Directive Decree (Article 3b Adoption
Decree) is listed in Section 6.6 'Takeover Directive'.
7. Remuneration policy
The basic principle of the company's remuneration
policy is that remuneration should be in line with
the market. The remuneration policy for the board
of MKB Nedsense is adopted by the General
Meeting of Shareholders. Following the sale of the
operational activities, the remuneration policy has
been simplified. The actual remuneration for the
Management Board is set by the Supervisory
Board, and the remuneration of the Supervisory
Board is set by the General Meeting of
Shareholders. The remuneration of the
Supervisory Board is independent of the result
achieved by the company.
A new remuneration policy was approved at the
shareholders' meeting on 6 April 2016. As the
company is engaged in operational activities, it
was appropriate to change the remuneration
policy. In this context, the remuneration for
members of the Executive Board was set at
€15,000 on an annual basis. It is expected that
remuneration will be adjusted when new directors
are appointed.
The Supervisory Board considers the current
remuneration policy appropriate to the identity,
mission and values of MKB Nedsense, with the
remuneration ratios within the company and its
subsidiary being appropriate to the content and
responsibility of the various activities performed.
The remuneration policy contributes to social
support and the creation of sustainable value for
its shareholders.
7.1 Board of Directors
Also, given the company's limited size, the
Executive Board received very limited
remuneration. From 6 April 2016, a remuneration
of €15,000 per member of the Executive Board
applied. There is no result-dependent
remuneration or remuneration in shares or share
options for members of the Executive Board. Any
severance payments will comply with the Code and
therefore not exceed once the annual salary.
7.2 Supervisory Board
On 6 April 2016, the shareholders' meeting set a
remuneration of €10,000 per Supervisory Board
member and €12,000 for the chairman. In 2024, D.
van Dam’s term ended without extension or
replacement after the Supervisory Board consisted
of one member. There is no result-dependent
remuneration or remuneration in shares or share
options for the Supervisory Board members.
8. Personal details
8.1 Board of Directors
Mr P.P.F. de Vries (CEO)
Drs P.P.F. de Vries (1967, Dutch nationality) is also
a major shareholder and chairman of the board of
Value8 and has extensive experience in the field of
listed companies. Before founding Value8, Mr De
Vries was - for eighteen years (October 1989-
October 2007) associated with the Dutch
Investors' Association (VEB). For the last twelve
years, he has been the managing director of VEB.
During 2002-2003, he was a core member of the
Tabaksblat Committee. Mr De Vries studied
Business Economics at Erasmus University
Rotterdam (1985-1991). He was further chairman of
the pan-European organisation of shareholders'
associations Euroshareholders (2005- 2010) and a
member of the Market Participants Panel of the
pan-European stock market supervisory
organisation CESR (2003-2010). Mr De Vries is a
member of the Committee of Recommendation of
the Juliana Children's Hospital Foundation. In
addition to his position as CEO of Value8 and MKB
Nedsense, Mr De Vries is a director of Cumulex NV
and Hawick Data NV and a supervisory board
member of Almunda Professionals N.V. and
Morefield Group N.V

16
8.2 Supervisory Board
Mr G.P. Hettinga (chairman)
Mr G.P. Hettinga (1977, Dutch nationality) is also a
director of Value8. Mr Hettinga completed his
studies in Business Administration of the Financial
Sector at VU University Amsterdam in 2001. From
June 2001 to September 2008, he worked as an
economist at the Dutch Investors' Association
(VEB). In 2007, he was appointed chief economist
at the VEB. Mr Hettinga gained extensive and
relevant experience and knowledge, including in
the field of analysing listed companies, corporate
governance, investor relations, internet and
takeover bids. Mr Hettinga was a supervisory
director at EDCC N.V. (2009-2011), Lavide Holding
N.V. (2013-2014), Novisource N.V. (2013-2014) and
N.V. Dico International (2011-2015). In addition to
his position at Value8, Mr Hettinga is a supervisory
director of Hawick Data N.V. and Portan N.V. and a
member of the board of Cumulex N.V.
8.3 Retirement schedule
Organ Person Appointment Appointed for
Board of Directors P.P.F de Vries 2024 4 years
Supervisory Board G.P. Hettinga 2024 4 years

17
9. Board statement
The annual figures, as included in this report, give
a true and fair view of MKB Nedsense's assets,
liabilities, financial position, and results for the
financial year.
The financial statements give a true and fair view
of the situation on the balance sheet date and the
course of business during the financial year of MKB
Nedsense and its affiliated companies, the details
of which are included in the financial statements.
The financial statements describe the material
risks faced by MKB Nedsense.
Bussum, 6 May 2025
P.P.F. de Vries

Annual report 2024

19
Content
1. Balance sheet as at 31 December 2024 22
2. Profit and loss account for 2024 23
3. Statement of changes in equity 24
4. Cash flow statement for 2024 25
5. Accounting policies of MKB Nedsense 27
5.1 General 27
5.2 Significant accounting policies 27
5.3 Qualifying as an investment company 27
5.4 Foreign currency 28
5.5 Financial assets 28
5.6 Listed investments 31
5.7 Trade receivables and accruals 33
5.8 Cash and cash equivalents 33
5.9 Equity of MKB Nedsense 33
5.10 Provisions 34
5.11 Other non-current liabilities 34
5.12 Trade and other payables 34
5.13 Employee benefits 34
5.14 Overall statement of comprehensive income 34
5.15 Operating income 34
5.16 Leases 34
5.17 Finance income and expense 34
5.18 Corporate taks 34
5.19 Earnings per share 35
5.20 Cash flow statement 35
6. Notes to the financial statements 36
6.1 Private equity investments 36
6.1.1 Assumptions used in determining the 37
fair value of equity interests 37
6.1.2 Axess Group 37
6.1.3 GNS Brinkman 38
6.1.4 Sensitivity analysis 38
6.1.5 Fair value measurement principles for other private equity 39
valuations 39
6.1.6 Overview of private equity investments 39
6.2 Listed investments 39
6.3 Loans to related parties 39
6.4 Receivables and accruals 40
6.5 Cash at bank and in hand 40
6.6 Subscribed capital 40
6.7 Trade and other payables 40
6.8 Financial instruments measured at fair value 41
6.9 Contingent liabilities 41
6.10 Risks 41
6.11 Related parties 43
6.12 Events after the balance sheet date 43

6.13 Fair value changes private equity investments and non-current receivables 43
6.14 Interest loans to private equity investments 43
6.15 Wages, salaries and social charges 44
6.16 Other operating expenses 44
6.17 Financial income and expenses 44
6.18 Income taxes 44
6.19 Service costs external auditors 45
6.20 Proposed appropriation of profit 45
7. Other data 45
7.1 Statutory provisions on profit appropriation 45
7.2 Amendment of statutes 46
26

22
1. Statement of Financial Position
(x €1.000)
31-12-2024 31-12-2023
ASSETS
Fixed assets
Private equity investments 6.1 2,322 1,320
Loans to private equity investments 6.1 2,973 3,997
TOTAL FIXED ASSETS 5,295 5,317
Current assets
Listed investments 6.2 2,012 2,175
Loans to related parties 6.3 2,333 2,238
Receivables and accruals 6.4 3 -
Cash and cash equivalents 6.5 3 17
TOTAL CURRENT ASSETS 4,351 4,430
TOTAL ASSETS 9,646 9,747
31-12-2024 31-12-2023
LIABILITIES
Equity
Share capital 6.6 1,000 1,000
Share premium 46,823 46,823
Other reserves - 38,620 - 38,778
Result for the year 64 158
Total equity attributable to shareholders of the company 9,267 9,203
Current liabilities
Loans from private equity investments 6.3 - 162
Trade and other payables 6.7 379 382
Total current liabilities 379 544
Total liabilities 379 544
Total equity and liabilities 9,646 9,747

23
2. Income Statement
(x € 1.000)
2024 2023
OPERATING INCOME
Fair value changes private equity investments 6.13 - 29 - 110
Fair value changes listed investments 6.2 - 262 62
Interest loans to private equity investments 6.14 170 168
Credit loss loans granted 6.14 - - 189
Dividends listed investments 6.2 99 93
Total operating income - 22 25
OPERATIONAL COSTS
Wages, salaries and social charges 6.15 32 37
Other operating expenses (income) 6.16 24 - 37
Total operating expenses 56 -
OPERATIONAL RESULT - 78 25
FINANCE INCOME (EXPENSE)
Financial benefits 6.17 143 134
Financial charges 6.17 - 1 - 1
Net finance income (expense) 142 133
Result before tax 64 158
Income taxes 6.18 - -
Result after tax 64 158
Attributable to:
Shareholders of the company 64 158
Result for the year 64 158
Earnings per share attributable to shareholders 6.6 0.00 0.00
Earnings per share attributable to shareholders 0.00 0.00
Statement of comprehensive income
Result for the year 64 158
Total realised and unrealised net results for the period
under review
64 158
Attributable to:
Shareholders of the company 64 158
Total result for the year 64 158

24
3. Statement of changes in equity
(x € 1.000)
Position as at 1 Jan 2023 1,000 46,823 - 38,871 93 9,045
MUTATIONS
Profit allocation 2022 - - 93 - 93 -
Realised result 2023 - - - 158 158
Position as at 31 December 2023 1,000 46,823 - 38,778 158 9,203
MUTATIONS
Profit allocation 2023 - - 158 - 158 -
Realised result 2024 - - - 64 64
Position as at 31 December 2024 1,000 46,823 - 38,620 64 9,267
Share
capital
Share
Premium
Other
reserves Result Total

25
4. Cash flow statement
(x € 1.000)
2024 2023
Net profit 2 64 158
Depreciation and amortisation - -
64 158
Adjustments for:
Net finance income (expense) 6.17 - -
Interest loans receivable 6.17 - 143 - 134
Income taxes 6.18 - -
Dividends - 98 - 94
Selling private equity investments - -
Fair value changes private equity investments 6.1/6.13 29 110
Fair value changes listed investments 6.2 262 - 62
Interest loans to private equity investments 6.1/6.14 - 170 - 168
Private equity investments 6.1 - -
Credit loss loans receivable 6.3 - 189
Movements in receivables and prepayments and accrued income 6.4 - 3 -
Changes in trade and other payables 6.7 - 3 - 42
Cash flow from operating activities - 62 - 43
CASH FLOW FROM FINANCING ACTIVITIES
Loans provided - - 16
Repayment of loans receivable 48 75
Repayment of loans - -
Cash flow from financing activities 48 59
Net change in cash and cash equivalents - 14 16
Cash and cash equivalents at 1 January 2024 / 2023 1 17 1
Cash and cash equivalents on 31 December 2024 / 2023 1 3 17
Presented in the Statement of Financial Position:
Cash and cash equivalents 1 - 14 17

27
5. Accounting policies of MKB
Nedsense N.V.
5.1 General
MKB Nedsense N.V. (MKB Nedsense) has its
registered office in Amsterdam, the Netherlands,
and offices in Bussum at Brediusweg 33. MKB
Nedsense is registered at the Chamber of
Commerce with registration number 23092326.
MKB Nedsense qualifies as an investment
company under IFRS, with its investments valued
at fair value. The board prepared the annual
report for 6 May 2025, which will be submitted to
the Annual General Meeting for information.
The company's main activities are participating in,
financing, and lending funds to natural persons
and/or legal entities and providing guarantees
and/or other securities to third parties for its own
obligations and/or for obligations for companies
in its investment portfolio. The shares of MKB
Nedsense N.V. are listed on the official Euronext
Amsterdam market.
Business objective
MKB Nedsense supports MKBs in achieving their
growth objectives and provides venture capital to
finance that growth. As a listed investment
company, MKB Nedsense makes diversified
investing in the MKB segment accessible to
private and institutional investors. Investments
are made on the basis of clear investment criteria,
with an emphasis on a positive contribution
(directly or indirectly) to social and economic
prosperity.
The objective is to create long-term shareholder
value. Thanks to diversification of activities and a
conservative financing structure, this objective is
pursued with a mitigated risk profile.
MKB Nedsense expects to have a greater chance
of organic growth and value creation in sectors
with the prospect of higher-than-GDP growth.
5.2 Significant accounting policies
International Financial Reporting Standards
The annual report of MKB Nedsense N.V. for the
period 1 January 2024 up to and including 31
December 2024 has been prepared in accordance
with International Financial Reporting Standards
as accepted for use within the European Union
(EU-IFRS) and with Title 9 Book 2 of the Dutch
Civil Code. The accounting policies applied by
MKB Nedsense N.V. are in accordance with IFRS
effective as of 1 January 2024 and
pronouncements of the International Financial
Reporting Interpretation Committee (IFRIC).
New accounting standards
MKB Nedsense has applied the following new and
amended IFRS standards and IFRIC
interpretations relevant to the Company in 2024,
where applicable.
Application of these amended standards, 'IAS 1 –
Presentation of Financial Statements: -
Classification of Liabilities as Current or Non-
current; - Classification of Liabilities as Current or
Non-current, Deferral of Effective Date); - Non-
current Liabilities with Convenants', 'IFRS 16 -
Lease Liability in a Sale and Leaseback', 'IAS 7
Statement of Cash Flows' and 'IFRS 7 Financial
Instruments: Disclosures: Supplier Finance
Arrangements' and interpretations do not have a
material effect on Value8's equity and results of
operations and disclosures in the financial
statements.
The following standards and interpretations were
issued on the date of publication of the financial
statements but are not yet effective on the
financial statements for 2024. Listed below are
only those standards for which Value8 reasonably
expects that, when amended in the future, will
impact Value8’s disclosures, financial position, or
results. Value8 will apply these standards and
interpretations as soon as they are effective:
•Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates: Lack of
Exchangeability.
• Amendments to the Classification and
Measurement of Financial Instruments
(Amendments to IFRS 9 and IFRS 7) .
• IFRS 18 includes requirements for all entities
applying IFRS for the presentation and
disclosure of information in financial statements.
• IFRS 19 Subsidiaries without Public
Accountability: Disclosures.

28
In addition to those mentioned above,
standards/amendments and interpretations have
been proposed by the IASB but are not expected
to have a material impact on MKB Nedsense's
financial position and results of operations.
There are no other IFRSs or IFRIC changes
effective as of 1 January 2024 that have a material
impact on MKB Nedsense.
Accounting policies used in the preparation
of financial statements
The financial statements are in euros, and all
amounts are rounded to the nearest thousand,
except per share amounts, unless otherwise
stated. The financial statements have been
prepared on a historical cost basis, except for
investments in private equity (unlisted interests),
investments in listed companies, and financial
instruments, which are measured at fair value.
Value adjustments are recognised through the
income statement.
Loans receivable are measured at amortised cost
in accordance with IFRS 9.
The preparation of financial statements in
conformity with EU-IFRS requires management to
make judgements, estimates and assumptions
that affect the reported values of assets and
liabilities and income and expenses. The estimates
and underlying assumptions are based on
experience and other factors, which are
considered reasonable. The outcomes of the
estimates form the basis for the carrying amounts
of assets and liabilities that are not readily
apparent from other sources. Actual outcomes
may differ from these estimates. The estimates
and underlying assumptions are reviewed on an
ongoing basis. Revisions to estimates are
recognised in the period in which the estimate is
revised if the revision affects only that period.
Revisions in the reporting period and future
periods are made if the revision also affects future
periods. More specifically, for MKB Nedsense,
estimates and assumptions affect, in particular,
the valuation of private equity investments
(investments in unlisted companies) and financial
instruments (loans and options).
The accounting policies set out below have been
applied consistently. The financial statements
have been prepared on a going-concern basis.
5.3 Qualifying as an investment
company
MKB Nedsense qualifies as an investment
company. Based on this qualification, MKB
Nedsense uses the consolidation exemption for
investment companies (IFRS 10-31).
Within the MKB Nedsense group, there are no
group companies that are not themselves
investment companies but engage in investment-
related activities (IFRS 10-32). This means that
MKB Nedsense does not consolidate group
companies. There is a single balance sheet,
income statement, and cash flow statement. Also,
MKB Nedsense has defined and laid down its exit
policy. Based on its qualification as an investment
company, MKB Nedsense values all participations
at fair value through profit or loss.
5.4 Foreign currency
MKB Nedsense's presentation currency is the
euro. It is equal to the functional currency.
Transactions in foreign currencies are recognised
at the exchange rates prevailing on the
transaction date. Monetary assets and liabilities in
foreign currencies are translated at the closing
rate on the balance sheet date. Gains and losses
arising from foreign currency transactions and the
translation of monetary assets and liabilities
denominated in foreign currencies are recognised
in the income statement. Non-monetary items
measured at fair value in a foreign currency are
translated at the exchange rate prevailing at the
date the fair value is determined.
5.5 Financial assets
MKB Nedsense recognises the following financial
asset categories:
• private equity investments
• loans to private equity investments
• other long-term receivables
MKB Nedsense follows the International Private
Equity and Venture Capital Valuation Guidelines
(IPEV Guidelines), which are explained below.
Private equity investments are measured at fair
value, and fair value movements are recognised
through profit or loss. These are equity

29
instruments that belong to the group's
investment portfolio. After initial recognition, the
unrealised changes in value resulting from
periodic revaluation are recognised in the income
statement. Loans to portfolio companies (loans to
private equity investments) are classified under
non-current or current assets depending on the
loan's maturity. Presentation is made under non-
current assets, except when the maturity date is
less than 12 months from the balance sheet date,
in which case classification as current assets is
made.
Loans to portfolio companies are financial assets
with fixed or determinable payments that are not
quoted in an active market. After initial
recognition, these financial fixed assets are
measured at amortised cost using the effective
interest method and less any impairment for
uncollectibility.
Other non-current receivables are recognised
initially at fair value and subsequently at
amortised cost, using the effective interest
method and net of a provision for uncollectability
where appropriate.
Realised gains or losses on investments are
calculated as the difference between the
purchase price and the carrying amount at the
beginning of the reporting period plus
investments of interest at the time of sale. All
purchases and sales of financial assets according
to standard market conventions are recognised at
the settlement date.
Purchases or sales of financial assets under
standard market conventions are purchases and
sales of an asset under a contract whose terms
require delivery of the asset within the time limits
generally prescribed or agreed in the relevant
market.
Determination of fair value
Regarding methods to be used to determine fair
values, MKB Nedsense follows the International
Private Equity and Ventures Capital Valuation
Guidelines.
Private equity investments
Private equity investments in the company's
investment portfolio include majority stakes in
unlisted companies or minority stakes where the
company has significant influence. In these
investments, there is an intention to dispose of
the stake in a period of between three and five
years.
As these investments relate to unlisted companies
(therefore not liquid), these interests are
classified as non-current assets. Private equity
investments are recognised on a fair value basis,
with recognition of fair value changes through
income. Given the underlying characteristics of
the private equity investments in the investment
portfolio (unlisted large, medium-sized and small
MKBs), fair value is determined based on the price
of a recent transaction or using a DCF calculation
(IFRS Level 3).
In exceptional cases, the multiplier method (IFRS
Level 3) is used; otherwise, only if the underlying
characteristic of the investment justifies applying
a multiplier method. For investments in which no
future cash flows are expected anymore, except
for the settlement of the company to be
liquidated, the fair value is determined using the
net assets method (IFRS Level 3).
Valuation methods
Selecting the appropriate valuation method for
the investments
The price of a recent transaction
When initially accounting for a private equity
investment, the transaction price, including
transaction costs, is used as the fair value of the
investment. Specific factors related to the
transaction are considered to assess whether the
transaction price is representative of fair value:
• various rights linked to the new and already
existing investments (shares)
• disproportionate dilution to existing
shareholders when new shareholders join
• the involvement of a new strategic investor
rather than a financial investor
• whether a transaction qualifies as a 'forced
sale' or 'rescue package'
The length of the period during which the most
recent transaction price is still representative of
the fair value measurement depends on the
specific circumstances of the underlying private
equity investment. In stable market conditions
with few changes within the company and/or
external market conditions, the length of the
period in which the recent transaction price can
be used is longer than in a period of rapid change.
MKB Nedsense applies the price of a recent
transaction for up to one year after that
transaction.

30
Discounted cash flow method (valuation of
private equity investments)
Under the DCF method, the current fair value is
determined by calculating the net present value
of the future cash flows of the underlying
business (enterprise value). The cash flows and
terminal value relate to the underlying business of
the company being valued.
A fair value measurement using an IFRS Level 3
DCF analysis is prepared under the condition that
there is uncertainty about cash flows arising from
working with estimates rather than known
amounts. Cash flow projections are based on
reasonable and supportable assumptions
representative of management's best estimates
of economic conditions over the remaining useful
life of the asset and cash flow projections, as well
as the most current and authorised budgets of
(local) management.
In the DCF analysis, projected cash flows and
terminal value are discounted made at the
weighted average cost rate. Where possible, MKB
Nedsense uses external input variables for the
components determining the weighted average
cost rate (risk-free interest rate, equity to debt
ratio in the sector and cyclical sensitivity).
The market risk premium and enterprise risk
premium are determined using benchmark
information, which is common in the market in
relation to the specific characteristics of the
equity investment being valued. More specifically
for the enterprise risk premium, elements such as
customer dependency, supplier dependency,
management dependency, spread of activities,
entry barriers, track record and flexibility are
considered.
The enterprise value derived from the DCF is
adjusted for the following elements to arrive at
the equity value (base valuation):
• adjustment net debt (debt and excess cash)
• adjustment of other equity claims (preference
shares, option packages and minority
third-party share)
• adjustment creditor equivalents (pension
provisions, claims, dividends payable)
• VAT deferred tax assets on account of
offsettable losses under the condition that
post-tax cash flows based on the nominal tax
rate have been calculated in the DCF
• adjustment of non-operating assets (associates
and joint ventures)
Multiples
The multiple valuation technique is appropriate in
exceptional cases for the primary valuation of a
private equity investment in the investment
portfolio. The multiple method is applied if a
mature company has an identifiable stream of
recurring revenue and relatively stable cash flows.
In addition, it must be possible to compile a
representative peer group. Given the composition
of the private equity investment portfolio (large
companies, medium-sized companies and small
MKBs), compiling a representative peer group is
complex. For that reason, the multiple method is
only used in exceptional cases for the primary
valuation. However, the multiple method is used
within MKB Nedsense as an additional check on
the values resulting from the DCF calculations.
Depending on a company's stage of development,
sector and geographical location, MKB Nedsense
uses an EBITDA/EBITA multiplier or a revenue
multiplier. In the multiple valuation technique, the
following elements are considered:
• application of an appropriate multiple, taking
into account the size, risk and growth
expectations of the underlying equity
investment to determine enterprise value
• adjustment for net debt (debt and excess
cash)
• adjustment for other equity claims (preference
shares, option packages and minority third-
party shares)
• adjustment for creditor equivalents (pension
provisions and claims)
• adjustment for non-operating assets
(associates and joint ventures)
• inclusion of tax-related adjustments in the
multipliers based on pre-tax ratios (Sales,
EBITDA and EBIT)
For companies with mature recurring revenue and
relatively stable cash flows, using an EBITDA
multiple is most appropriate. For companies that
already generate mature business but do not yet
generate stable, consistent profits, a revenue
multiple is appropriate for determining enterprise
value. The turnover multiple method is based on
the assumption that a normalised level of profit
can be generated based on the level of turnover.
This valuation technique is applicable to
companies that are running losses, with the
assumption that these losses are temporary and
that a normalised level of 'recurring' profit can be
established. A valuation based on a turnover

31
multiple can be achieved by using adjusted
historical turnover figures combined with a
forecast of turnover based on which a sustainable
profit margin can be realised.
The validity of multiples used by MKB Nedsense is
increased by:
• objective selection of peers
• consistent definition of multiples
• multiples to correct for differences in tax
payments
• use of the right multiple (the one used in
the specific market)
MKB Nedsense uses multiples derived from
current market multiples that reflect the fair value
of comparable listed companies or are based on
comparable current market transactions.
Generally, the fair value of MKB Nedsense's
private equity investments will be based on
multiples of comparable listed companies.
The fair value measurement takes into account
the impact of the liquidity of the interest held.
Unlisted private equity interests are less liquid
than listed companies. MKB Nedsense applies a
liquidity discount with regard to the valuation of
unlisted interests derived from multiples of listed
interests. The final discount percentage also
depends on the size and specific risk of the
underlying company.
Net assets
Under the Net assets method, the private equity
investment is valued at visible net asset value,
where the assets and liabilities of the equity
investment are valued at fair value. This valuation
technique is suitable for private equity
investments where the value is particularly
dependent on the underlying assets rather than
income. In specific cases, MKB Nedsense also uses
the net assets method for equity investments that
make a loss and or realise only a marginal profit
where, from an investment perspective, a higher
value can be realised by liquidating the underlying
business or when there is a certain guarantee on a
liquidation value.
Specific considerations Indicative bids
Indicative bids are not used separately but as
supporting information for valuation based on
another valuation method.
5.6 Listed investments
Listed investments include listed group
companies and listed non-controlling interests
(associates and investments). Listed group
companies are not consolidated under IFRS 10-31
and are measured at fair value with fair value
changes recognised through profit or loss.
Associates classified under listed investments are
measured at fair value with fair value changes
recognised through profit or loss on the basis of
IAS 28-18.
Investments classified under listed investments
are classified as held for trading and are measured
at fair value with fair value changes recognised
through profit or loss under IFRS 9.
Initially, listed investments are accounted for at
cost. After initial recognition, unrealised changes
in value resulting from periodic revaluation are
recognised in the income statement.
Realised gains or losses on investments are
calculated as the difference between the sale
price and the carrying amount of the investment
at the time of sale.
Determination of fair value
With regard to methods to be used to determine
fair values, Value8 follows the International
Private Equity and Ventures Capital Valuation
Guidelines.
a | Listed investments
The listed investments in MKB Nedsense's
portfolio are traded on the regulated market. A
feature of a regulated market is that the closing
prices of the listed investments are both available
and representative of the fair value of the listed
investments. In accordance with IFRS 13-B34,
listed investments in an active market are valued
at the closing price on the valuation date. In
principle, for investments in listed companies in
an inactive market, the closing price on the
balance sheet date is initially used if there are
frequent transactions during the reporting year. If
there are no frequent transactions during the year
under review in an inactive market, a discount is
applied to the share price on the balance sheet
date.
The discount applied is verified by a DCF
calculation or multiple analyses used as

32
supporting information. If shares are held in a
listed investment that are not exchangeable
(letter shares), a discount is applied to the share
price on the balance sheet date for illiquidity
reasons.
Active and inactive market
An active market is one that meets the following
criteria:
• the financial instruments traded in a market
are homogeneous
• there can normally be found buyers and
sellers at any time (there are frequent market
transactions)
• the prices are available to the public
An inactive market is one where the market is not
well developed. A market is not well-developed if
there are no frequent transactions during the
reporting period.
b | Private equity investments
Private equity investments in the company's
portfolio include unlisted associates and unlisted
investments ('available for sale'). With these
investments, there is an intention to dispose of
the interest in due course. These investments
relate to unlisted companies (therefore not
liquid), so these interests are classified as non-
current assets. Private equity investments are
recognised on a fair value basis, with recognition
of fair value changes through income. Given the
underlying characteristics of the private equity
investments in the investment portfolio (unlisted
large, medium and small enterprises), fair value is
determined based on the price of a recent
transaction (IFRS Level 1) or using a DCF
calculation (IFRS Level 3). In exceptional cases,
the multiplier method (IFRS Level 1) is used,
incidentally, only if the underlying characteristic of
the investment justifies applying a multiplier
method. For investments in which no future cash
flows are expected, except for the settlement of
the company to be liquidated, the fair value is
determined using the Net assets method (IFRS
Level 3).
Valuation methods
The price of a recent transaction (valuation of
private equity investments). When initially
accounting for a private equity investment, the
transaction price, excluding transaction costs, is
used as the fair value of the investment (IFRS 9 -
5.1.1). Specific factors related to the transaction
are considered to assess whether the transaction
price is representative of fair value:
• different rights linked to the new and
already existing investments (shares)
• disproportionate dilution to existing
shareholders when new shareholders join
• a new strategic investor rather than a
financial investor
• a transaction that qualifies as a 'forced sale'
or 'rescue package'
The length of the period during which the most
recent transaction price is still representative of
the fair value measurement depends on the
specific circumstances of the underlying private
equity investment. In stable market conditions
with few changes within the company and/or
external market conditions, the length of the
period in which the recent transaction price can
be used is longer than in a period of rapid change.
Value8 applies the price of a recent transaction
for up to one year after that transaction.
Available market prices (valuation of listed
investments)
For listed interests, the closing price on the
valuation date is used to determine the fair value
of the investment. A precondition is that there is
an active market.
The specific elements MKB Nedsense considers in
the analysis to determine whether there is an
active market are:
• analysis of the frequency of market
transactions: are there sequential
transactions in the market every month
throughout the year?
• analysis of the volume of transactions
sequentially throughout the year
• proximity of transactions in relation to the
valuation date: are there any recent
transactions?
• is there a provision of current market
information by the company being valued,
and is there a correlation between the

33
market information provided and the
development of the share price?
• is sufficient public information about the
company to be valued available?
If MKB Nedsense concludes that there is an
inactive market, MKB Nedsense uses the share
price as an indication of fair value, using an
additional valuation method (supporting
valuation by means of a DCF calculation) to
determine the discount at which an acceptable
fair value is determined.
Regarding a possible discount to the share price
(IFRS Level 2 valuation or IFRS Level 3 valuation
derived from share price), the relevance of the
objectively observable input variable (de facto
closing price of the identical or comparable share)
is first evaluated. If relatively low volumes in
relation to outstanding shares (potentially) lead
to the conclusion that there is an inactive market,
MKB Nedsense determines whether frequent
transactions take place during the reporting
period. If this is the case, the share price is
qualified as a reliable indicator for a fair value
valuation of identical financial instruments.
With respect to non-identical but comparable
financial instruments (lettered unlisted shares of
listed investments), the closing price of the
comparable financial instrument is used as the
basic input variable for fair value measurement. A
markdown is applied to this basic input variable
depending on the following:
• Liquidity restriction because the financial
instrument cannot be traded on the stock
exchange (also applies to non-convertible
listed letter shares in listed companies): 20%;
• Liquidity restriction for financial instruments
not tradable on the stock exchange (applicable
to non-listed letter shares of listed companies)
where there is a conversion right to convert
the shares into listed shares. Deduction
percentage to be applied on account of
possible delay period for prospectus
obligation: 20%;
• Liquidity restriction because the listed financial
instrument is subject to a 'lock-up' period: 5% -
20%, whereby the discount percentage
becomes lower as the lock-up period becomes
shorter;
• Non-controlling interest or controlled interest:
20%;
• In exceptional cases, the discount bandwidth
to be applied can be deviated from if there is a
demonstrable other indicator for the fair value.
Within the defined bandwidth, the actual exit
percentage is used on an estimation basis. The
starting point here is a representative exit price
between market participants in the current
market.
5.7 Trade receivables and accruals
Trade and other receivables are recognised
initially at fair value and subsequently at
amortised cost using the effective interest
method and net of the provision for bad debts. A
provision for bad debts is recognised when it is
assumed that a receivable or part of a receivable
will not be collected. The amount of the provision
is determined as the difference between the
carrying amount of the receivable and the present
value of estimated future cash flows. The addition
to the provision is recognised in other operating
expenses in the income statement.
5.8 Cash and cash equivalents
Cash and cash equivalents consist of cash and
bank balances and other demand deposits. Bank
overdrafts are included in current liabilities. Cash
is measured at face value.
5.9 Equity of MKB Nedsense
MKB Nedsense's ordinary shares are classified as
equity. The purchase price of repurchased shares
is deducted from other reserves until these shares
are cancelled or reissued. The dividend payable to
holders of ordinary shares is recognised as a
liability when the Annual General Meeting
approves the dividend proposal.

34
5.10 Provisions
Provisions are determined based on estimates of
future cash outflows from legally enforceable or
constructive obligations as a result of a past event
of uncertain size or timing of settlement, which
are related to the business activities and for which
a reliable estimate can be made.
5.11 Other non-current liabilities
Other non-current liabilities are measured on
initial recognition at fair value, net of directly
attributable transaction costs. After initial
recognition, these liabilities are measured at
amortised cost using the effective interest
method.
5.12 Trade and other payables
Trade and other payables are initially recognised
at fair value and subsequently at amortised cost.
5.13 Employee benefits
MKB Nedsense has no long-term employee
benefits.
5.14 General overview of
comprehensive income
Revenues and expenses are recognised in the
year to which they relate.
5.15 Operating income
Operating income consists mainly of fair value
changes in private equity investments and listed
investments and realised transaction results on
private equity investments and listed investments.
5.16 Leases
Lease contracts where a major part of the
advantages and disadvantages associated with
ownership do not lie with the company are
accounted for as operating leases. Operating
lease obligations are recognised in profit or loss
on a straight-line basis over the term of the
contract. Lease contracts whereby the company
acts as lessee, and the advantages and
disadvantages associated with ownership lie with
the company are accounted for as financial leases.
Benefits from financial leases are recognised in
the income statement on a straight-line basis in
proportion to the term of the contract. MKB
Nedsense has no contracts that classify as
financial leases.
5.17 Finance income and expense
Finance income and costs are allocated to the
period to which they relate. Interest income is
recognised on a time-proportion basis using the
effective interest method.
5.18 Corporate tax
Income tax comprises current and deferred tax.
Income tax is recognised in the income statement
except to the extent that it relates to items
recognised directly in the consolidated statement
of comprehensive income. In the latter case, the
related tax is also recognised directly in the
consolidated statement of comprehensive
income. Tax due and recoverable for the
reporting period consists of income tax on
taxable profit, which is calculated using the
applicable tax rates. This takes into account
exempt profit components and non-deductible
amounts, as well as adjustments to tax for
previous financial years.
Deferred taxes are recognised for temporary
differences between the tax values of assets and
liabilities and their carrying amounts in the
financial statements. If a deferral would arise on
initial recognition in the financial statements of an
asset or liability arising from a transaction that
affects neither the commercial nor the taxable
result, it is not recognised.
Deferred taxes are calculated based on enacted
tax rates and laws that apply or have been
enacted materially by the balance sheet date and
are expected to apply when the related deferred
tax asset is realised, or the deferred tax liability is

35
paid. Deferred tax assets for tax loss
carryforwards are capitalised only to the extent
that it is probable that offsetting can take place
against future taxable profits. Deferred tax assets
and liabilities with the same term and with the
same tax entity are netted on the balance sheet
to the extent that a legal right to offset exists.
5.19 Earnings per share
Earnings per share are calculated by dividing net
income by the weighted average number of
shares outstanding during the year. To arrive at
diluted earnings per share, ordinary shares that
would have been outstanding if the financial
equity instruments—convertible bonds or stock
options— had been converted into ordinary
shares are also included.
5.20 Cash flow statement
The cash flow statement is prepared using the
indirect method. Receipts and payments relating
to taxes are included under net cash flow from
operating activities. Dividends paid are included
under cash flow from financing activities.

46 36
6. Notes to the financial statements
6.1 Private equity investments
MKB Nedsense finances companies in the investment
portfolio with a loan where appropriate. MKB Nedsense
monitors the fair value of private equity investments
based on the total asset value of the underlying private
equity investment.
31-12-2024 IFRS Level 31-12-2023 IFRS level
Private equity Equity Loans Total Equity Equity Loans Total Equity
investments investment investment investment investment
Axess Group 257 1,313 1,570 3 61 1,823 1,884 3
GNS Brinkman 2,512 1,116 3,628 3 343 1,650 1,993 3
Other private equity
investments
- 447 544 97 3 916 524 1,440 3
2,322 2,973 5,295 1,320 3,997 5,317
Loans granted have been valued based on IFRS Level 1 systematics. Other private equity investments consist
of the investments in Value8 Tech Services, Value8 Tech Group and TIB-TEC.
The movements in private equity investments are as follows:
Private equity investments Balance Investments Other Revaluation Balance
31-12-2023 changes 31-12-2024
Axess Group 61 - 600 - 404 257
GNS Brinkman 343 - 600 1,569 2,512
Other private equity investments 916 - - 169 - 1,194 - 447
1,320 - 1,031 - 29 2,322
The movements in loans to private equity investments are as follows:
Loans to private equity Balance Investments Divestments Other Interest Balance
31-12-2023 changes 31-12-2024
Axess Group 1,823 - - - 600 90 1,313
GNS Brinkman 1,650 - - - 600 66 1,116
Other private equity investments 524 - - 6 14 544
3,997 - - - 1,194 170 2,973
The loans have an indefinite maturity; however,
they can be changed by the borrower without any
penalty.

37
Based on the characteristics, the loans have a
semi-permanent financing character. Accordingly,
the loans are classified under fixed assets. The
average interest rate is 4%. In accordance with
IFRS 9, provisions are formed on loans granted on
the basis of the individually assessed risk profile
and collateral provided. There are no assets
classified as credit-impaired.
The loan from Value8 Tech Group N.V. (31 Dec
2024: € - | 31 Dec 2023: € 162) is presented in
current liabilities.
6.1.1 Assumptions used in determining
the fair value of equity interests
The valuations of the private equity investments
are almost all based on a DCF calculation (Level 3
valuation). The DCF calculations are based on a
general MKB Nedsense DCF valuation model. The
assumptions from the MKB Nedsense DCF
valuation model used in the DCF calculations are
shown below.
The risk-free interest rate (equity cost rate) is 3.0%
and is based on an average forward rate used by
Dutch companies following an annual survey by
Fernandez and Acin (survey March 2024: 2.9%) .
Also, in the last financial year, a risk-free interest
rate of 3.0% was applied. The market risk premium
used is 5.4% and is also based on the annual survey
by Fernandez and Acin (2023: 5.6%).
The firm-specific risk (cost of equity) was
determined using an analysis of weighted
identified risk factors (in the range between 0%
and 9.19%) ) and an illiquidity premium of 2%) . Firm-
specific risk (alpha) was treated as a component
of the 'unlevered' cost of equity. The 'unlevered'
cost of equity has been 'delivered' using the
capital ratios and the cost of debt (cost of equity
'levered').
The cost of debt after tax is determined on the
basis of the financing capacity of the respective
company and on observations of comparable
companies within the investment portfolio. In
addition, the tax deductibility of interest expenses
based on the nominal tax rate ('tax shield') is
taken into account.
Regarding capital ratios, for the purpose of
determining the discount rate, the average capital
ratio was determined based on a weighted
average capital structure of comparable
companies in a selected industry (Damodaran
database).
The WACC resulting from the previous method is
used in the calculation of the fair value of the
specific company.
All DCF valuations distinguish between a forecast
period and a 'residual value'. The residual value is
calculated based on the 'perpetuity approach'.
The cash flow from the last forecast year is
treated with a 'terminal growth rate' of 2.0%. The
enterprise value is calculated by summing the
present value of the free cash flows in the
forecast period with the present value of the
residual value.
Shareholder value is calculated by reducing the
enterprise value by net debt items, such as loans
from shareholders and financial institutions,
provisions, deferred tax liability and MKB
Nedsense financing. This amount is then settled
with the value of any non-operating assets and
cash-like items, such as excess cash.
6.1.2 Axess Group
Fair value measurement as at 31 December
2024
The valuation at 31 December 2024 is based on a
DCF (IFRS Level 3) analysis performed.
Cash flow forecasts are based on reasonable and
substantiated assumptions made by local
management. In preparing the forecasts,
numerical analyses of realised margins and sales
trends have been used. Forecast 2025 assumes
13% higher sales than realised sales in 2024. The
budgeted growth is based on the well-filled order
book, taking into account the effects of nitrogen
issues in the construction sector. The forecast
period is five years. With regard to revenue
projections over the forecast years up to and
including 2029, an average revenue growth of
3.9% per year (CAGR) from realised sales in 2024
has been assumed. The forecasted gross margin
of 44% is based on the realised 2024 gross margin
of 44%. The forecast for 2025 to 2029 assumes an
average increase of 5.8% per year in staff costs.
From 2025 to 2029, operating expenses increase
on average yearly by 4.0% compared to 2024.

38
The fair value of Axess Group was determined
using the general MKB Nedsense DCF valuation
methodology. The Axess Group-specific valuation
used the following determinants: Debt/Equity
ratio of 69.7%, company-specific risk (alpha) of
6.2% and a cost of debt of 5.8%. Based on the
general MKB Nedsense DCF valuation
methodology, a WACC of 14.62% was used as a
resultant in the valuation.
6.1.3 GNS Brinkman
Fair value measurement as of 31 December
2024
Cash flow projections are based on reasonable
and substantiated assumptions made by local
management. In preparing the forecasts,
numerical analyses of realised margins and sales
trends have been used.
Forecast 2025 assumes more or less equal sales
compared to 2024 realised sales, based on the
well-filled order book. The forecast period is five
years. With regard to sales projections for the
forecast years 2025 to 2029, an average sales
increase of 2.2% (CAGR) annually compared to the
2024 realisation has been assumed. The forecast
gross margin is assumed to change from 49%
realised in 2024 to 50% in the years thereafter. The
forecast through 2029 assumes an average
increase in staff costs of 3.8% per year compared
to 2024. Regarding operational costs, an average
cost increase of 3.6% per year compared to 2024
has been assumed.
The fair value of GNS Brinkman was determined
using the general MKB Nedsense DCF valuation
methodology. The GNS Brinkman specific
valuation used the following determinants:
Debt/Equity ratio of 69.7%, company-specific risk
(alpha) of 6.2% and a cost of debt of 5.8%. Based
on the general MKB Nedsense DCF valuation
methodology, a WACC of 14.09% was used as the
resultant in the valuation.
6.1.4 Sensitivity analysis
The DCF valuation models include certain input
variables relating to revenue growth and WACC.
Sensitivities related to these input variables are
shown below.
If the models had used an annual one percentage
point lower/higher revenue growth or a one
percentage point higher/ lower WACC, assuming
an unchanged cost structure and unchanged
investment level, the calculations would have led
to the following possible additional value
changes:
31 December 2024
Sales growth -1% WACC +1%
Axess Group - 227 - 86
GNS Brinkman - 448 - 167
Sales growth +1% WACC -1%
Axess Group 214 101
GNS Brinkman 461 197
31 December 2023
Sales growth -1% WACC +1%
Axess Group - 156 - 130
GNS Brinkman - 470 - 77
Sales growth +1% WACC -1%
Axess Group 160 155
GNS Brinkman 450 90
6.1.5 Fair value principles for other
private equity valuations
Other private equity investments consist of
investments in Value8 Tech Services, Value8 Tech
Group and TIB-TEC. Both Value8 Tech entities are
valued according to the Net Asset Method.

39
During 2024, TIB-TEC did not achieve a listing on
the Swiss stock exchange: BX Swiss stock
exchange (again). The €1.8 million investment has
been paid partly (one-third) in cash and partly
(two-thirds) in new MKB Nedsense shares.
MKB Nedsense has certain guarantees from the
company and major shareholders, among which
are the unfolding of the initial transaction. In
2024, MKB Nedsense has pursued the possibility
of maximising the value for MKB Nedsense while
lowering the exposure. In 2025, MKB Nedsense
will intensify its activities, including possible legal
actions to safeguard the investment and
guarantees. At this moment, MKB Nedsense is not
certain that the investment in TIB-TEC will have a
positive return in the future. There is a risk that
legal actions may be necessary to unwind the
transaction. Despite having guarantees from the
company and the major shareholder, the value of
the investment was devalued by 50% or €900k in
2024.
6.1.6 Overview of private equity
investments
Private equity investments City/country Shareholding in %
31-12-2024 31-12-2023
GNS Brinkman B.V. Amsterdam, the Netherlands 100% 100%
Get Up Group B.V. Bussum, the Netherlands 100% 100%
GNS Group B.V. Amsterdam, the Netherlands 100% 100%
Other private equity investment
Value8 Tech Group N.V. Amsterdam, the Netherlands 100% 100%
Value8 Tech Services B.V. Amsterdam, the Netherlands 100% 100%
The statement, in accordance with Article 2:379 of the Dutch Civil Code, has been filed with the Chamber of
Commerce.
6.2 Listed investments
Listed investments Balance 31-12-2023 Investments Divestments Fair value
Changes
Balance 31-12-
2024
Almunda Professionals N.V. 2,175 99 - - 262 2,012
2,175 99 - - 262 2,012
6.3 Loans to related parties
Loans to related parties Balance 31-12-2023 Investments Divestments Interest Balance 31-12-
2024
Value8 N.V. 2,238 - - 48 143 2,333
2,238 - - 48 143 2,333
For further explanation, please refer to note 6.11

40
6.4 Receivables and accruals
All receivables and accruals have a maturity of less
than one year. The maximum credit risk consists
of the carrying amount of receivables and accruals
recognised as of the reporting date.
6.5 Cash and cash equivalents
The balance of cash and cash equivalents is at free
disposal. The maximum credit risk is the carrying
amount of cash and cash equivalents recognised
as the reporting date.
6.6 Share capital
The authorised share capital is 100 million ordinary
(listed) shares with a par value of €0.01 and 69
million A shares (unlisted shares) with a par value
of 1 euro cent.
At the end of 2024, the issued capital was
€1,000 consisting of 59.4 million A-shares and 40.6
B-shares, both of 1 eurocent par value.
Capital management
Equity, the capital managed by the board, is
maintained as much as possible by pursuing the
most efficient cost structure. The board also
actively seeks activities that contribute to the
company's capital growth.
Earnings per share
The calculation of earnings per share for 2024 is
based on the profit attributable to shareholders
of €364 (2023: €158) and an average number of
outstanding shares of 100 million shares (2023:
100 million shares) .
Earnings per share for 2024 is €0.00 (2023: €0.00).
Diluted earnings per share equals earnings per
share, as there are no exercisable rights to MKB
Nedsense’s shares.
6.7 Trade and other payables
Other liabilities 31-12-2024 31-12-2023
Creditors 21 14
Accrued liabilities 358 368
379 382
Other payables and accruals have a maturity of less
than one year.

41
6.8 Financial instruments measured
at fair value
Fair value determination for private equity
investments has been done on the basis of a so-
called DCF analysis (Level 3 valuation). In
exceptional cases, for non-material holdings and
entities without operating cash flow, the net-asset
value is considered representative of fair value
(Level 3 valuation).
Loans receivable are non-current financial assets
with fixed or determinable market payments that
are not valued in an active market. After initial
recognition at cost (fair value at initial
recognition), the loans are measured at amortised
cost less any impairment losses where there are
doubts about the collectability of the loan. Due to
fixed or determinable market-based loan terms,
the amortised cost of the loans equals fair value.
For a further specification of the valuation of the
private equity investments and the loans
receivable, please refer to the relevant balance
sheet item.
6.9 Contingent liabilities
MKB Nedsense has no contingent liabilities
besides the above warrants as of 31 December
2024.
6.10 Risks
MKB Nedsense—like any business—is exposed to
risk. The increasing complexity of society and the
investment projects in which MKB Nedsense is
involved, as well as changing laws and regulations,
compel significant risk awareness. Risk
management is the process of identifying,
evaluating, controlling and communicating risks
from an integrated and organisation-wide
perspective. It is a continuous process because
timeliness and taking action in changing
circumstances demand it.
This chapter describes the risks faced by MKB
Nedsense as an investment company as well as
the operational and financial risks associated with
MKB Nedsense's investment activities.
The company is convinced that risk management
is a necessary part of sound management and
sustainable business development. Through its
risk management and an appropriate balance
between risks and returns, the company aims to
maximise business success and shareholder value.
Optimal risk management should also contribute
to achieving strategic objectives, optimising
operational business processes in terms of
effectiveness and efficiency, increasing the
reliability of financial reporting, and monitoring
operations in accordance with regulations, laws
and codes of conduct.
The following describes the risk factors
considered most important to which the company
is subject. The order of the risks described below
is arbitrary.
Economic risk
The fluctuations in the economic cycle, as well as
all other risks to which MKB Nedsense's portfolio
companies are subject, have a potential impact on
the results of the private equity investments and,
therefore, also on the valuation of the private
equity investments on MKB Nedsense's balance
sheet. As MKB Nedsense has a highly
differentiated portfolio spread across various
investments with activities in various sectors, the
impact of fluctuations in the economic cycle tends
to be very different.
Difficult economic conditions may adversely affect
not only the valuation of MKB Nedsense's existing
portfolio but also the quantity and quality of
available new investment opportunities, exit
opportunities for existing investments and, as a
result, cash generation. It follows that MKB
Nedsense's revenues, earnings and cash flow are
subject to a variety of elements and may also
fluctuate significantly. As a result, MKB Nedsense
cannot guarantee that it can implement its
dividend policy under all circumstances.

42
Market risk
In addition, the valuation of unlisted private
equity valuations under IFRS may also depend on
several market-related elements (including via
comparison with a listed peer group). However,
the volatility of these market developments does
not necessarily reflect the performance of the
investment in question. This means that the
unrealised revaluations on the non-listed MKB
Nedsense portfolio and, as such, MKB Nedsense's
result may also be determined significantly by
market developments.
Competitive risk
MKB Nedsense operates in a competitive market
characterised by both local and
international private equity players and by a
rapidly changing competitive landscape. MKB
Nedsense's success is largely determined by its
ability to hold its own in a highly competitive and
differentiating position.
Liquidity risk
MKB Nedsense's portfolio consists of unlisted
private equity investments and, as a result, less
liquid. The realisation of unrealised revaluations
on private investments is uncertain, can take quite
some time and is sometimes legally or
contractually restricted during certain periods
(lock-up, standstill, closed period). It also
depends, among other things, on the
development of the results of the investment in
question, on the business cycle in general, and on
the availability of buyers and financing. As such,
the illiquidity of its assets poses a risk to MKB
Nedsense's results and cash flow generation. The
focus in managing liquidity risk is on the net
financing headroom, consisting of free available
cash and available credit facilities, in relation to
financial liabilities.
MKB Nedsense has a number of funding sources
at its disposal for this purpose, including dividend
payments by companies from the investment
portfolio, repayment of debts by companies from
the investment portfolio to MKB Nedsense,
interest payments on loans granted by MKB
Nedsense to private equity investments, full or
partial sale of investments, issuance of ordinary
shares or preference shares, raising (re)financing
by MKB Nedsense and/or (re) financing of
companies in the investment portfolio. As a result,
the Executive Board considers the liquidity risk to
be limited.
Credit risk
Credit risk is the risk of financial loss to MKB
Nedsense if a customer or counterparty to a
financial instrument fails to meet the contractual
obligations entered into. The exposure to credit
risk of MKB Nedsense is mainly determined by the
individual characteristics of individual debtors. In
respect of financial instruments measured at fair
value, credit risk is discounted in the fair value
measurement.
Loans granted are granted to parties with initial
creditworthiness checks. Write-downs were made
on the loans in the past. Adequate provisions are
expected to be recognised on the loans
recognised as of the reporting date.
Cash and cash equivalents are held with credit
institutions with at least a credit rating of A.
The other asset items under loans and receivables
are recognised at amortised cost, which, given the
short maturity, are almost equal to the nominal
value.
Personnel risk
MKB Nedsense relies significantly on its director's
experience, commitment, reputation, deal-making
skills, and network to achieve its objectives.
Human capital is a very important asset for the
company. Therefore, the director's departure may
negatively impact MKB Nedsense's operations
and results.
Capital risk policy
At MKB Nedsense, equity qualifies as capital. The
company aims to use the majority of the retained
reserves for investments in the context of organic
growth and acquisitions. The company is not
subject to external requirements around the
capital to be held. In the context of financing
growth, MKB Nedsense expects to maintain a
relatively low pay-out ratio in the coming years,
with the aim of at least maintaining any dividend.

43
6.11 Related parties
As related parties of MKB Nedsense can be
distinguished: the companies that are part of MKB
Nedsense's investment portfolio, the members of
the Supervisory Board and the members of the
Executive Board and Value8. 3L Capital Holding
B.V. also qualifies as a related party.
Related party transactions
Transactions with companies in the investment
portfolio are conducted at arm's length on terms
comparable to transactions with third parties.
Ultimo 2020, MKB Nedsense provided a short-
term loan with a principal amount of €2,300 to
Value8 with an interest rate of 3% plus twelve-
month Euribor. In 2024, €48 was repaid by Value8
(2023: €75) , and interest was credited. In addition,
there is a receivable from Value8 of €136 (see note
6.3) at year-end 2024 (2023: €129) .
This concerns a current account relationship
where Value8 ensures repayment if necessary for
the ongoing obligation and implementation of
MKB Nedsense's strategy. The interest rate is 1.25%
per quarter.
Remuneration of Executive and Supervisory
Board members
The remuneration of the members of the
Supervisory Board is independent of the
company's results. The number of Supervisory
Board members at the end of 2024 is 1 (2023: 2).
Supervisory Board 2024 2023
Gerben Hettinga 12 12
Derek van Dam 5 10
17 22
Board of Directors 2024 2023
Peter Paul de Vries 15 15
15 15
Within MKB Nedsense, 'key' personnel consist of
the Executive Board and the Supervisory Board.
For the remuneration policy, please refer to
Chapter 7 of the annual report.
Other comments
According to the AFM register and company
register, the following notifications of an interest
of more than 3% in the company's share capital
were known as of the date of the annual report:
• Value8 N.V. 62.69%.
• J.P. Visser 15.19%
• P.P.F. de Vries (3L Capital Holding) 4.94%
• St. Admin TI Holdings 8.70%
6.12 Events after the balance sheet
date
There are no subsequent events relevant to the
financial statements.
6.13 Fair value changes private equity
investments and non-current
receivables
Fair value movements relate to revaluations on
the value of private equity interests and expected
effects from earn-out agreements.
6.14 Interest loans to private equity
investments
Interest loans to private equity
investments
2024 2023
Axess Group 90 85
GNS Brinkman 66 63
Other private equity investments 14 20
Total interest loans to private equity
investments
170 168
Fair value changes private equity
investments and non-current receivables
2024 2023
Axess Group - 404 -
GNS Brinkman 1,569 - 22
Other private equity investments - 1,194 - 88
Other non-current receivables - -
- 29 - 110

44
6.15 Wages, salaries and social charges
Wages, salaries and social charges 2024 2023
Wages and salaries 37 37
Social charges - -
Other personnel costs - -
37 37
During the 2024 financial year, an average of 0 full-
time employees were employed within the
company (2023: 0). Salaries relate to
remuneration for the Executive Board and
Supervisory Board (see Section 6.11).
6.16 Other operating expenses
Other operating expenses 2024 2023
Consultancy fees - -
General operating expenses 24 * - 37
24 - 37
* uncertainty regarding some operating expense
accruals (e.g. audit fees) have been cleared during
2023, resulting in a balanced other operating
income in operating expenses.
6.17 Financial income and expenses
Financial income and expenses 2024 2023
Financial income
Interest loans to related parties 143 134
Total financial income 143 134
Financial expenses
Bank charges & interest 1 1
Total financial income 142 133
6.18 Income taxes
Taxes reported as a percentage of results before
tax are 0% (2023: 0%). The reconciliation between
income tax as reported in the income statement
based on the effective tax rates and tax expense
based on the local domestic tax rate is as follows:
2024 2023
Result before tax 64 158
Corporation tax based on domestic rate - 19% 12 - 19% 30
Prior-year adjustments - - - -
Impact non-taxed results 19% - 12 19% - 30
Effect of offsets within fiscal unity - - - -
0% - 0 % -

45
MKB Nedsense formed a fiscal unity for corporate
income tax purposes with Value8 Tech Group
N.V., Value8 Tech Services B.V., GNS Brinkman
B.V., Axess B.V., Get Up Group B.V., GNS Group
B.V., Brinkman Rolluiken B.V., GNS Brinkman B.V.
and GNS Property B.V. until ultimo December
2019. As a result, the company is jointly and
severally liable for the corporate income tax of
the combination as a whole.
MKB Nedsense extended its 2019/20 financial year
to cover the period from 1 January 2019 to and
including 30 December 2020. Due to the
extension of the financial year, fiscal unity was
terminated. However, as 1 January 2023, the fiscal
unity was restored.
At the end of 2024, MKB Nedsense N.V. reported
tax loss carry forwards of €670 (2023:
€1,038) , with the full amount available for carry
forward. No amounts relating to taxes were
recognised directly in equity in the 2024 financial
year.
6.19 External auditors' service fees
In 2024, Value8 accounted for the following costs
for the audit services to GCP Auditors Ltd. For the
year 2023, there was no successful audit
engagement.
2024 2023
Examination of financial statements 65 -
Other control assignments - -
Consulting services - -
65 0
6.20 Proposed appropriation of profit
The Executive and Supervisory Boards propose
that no dividend be paid for the 2024 financial
year.
Bussum, 6 May 2025
Board of Directors
Peter Paul de Vries
Supervisory Board
Gerben Hettinga
7. Other data
7.1 Statutory provisions on profit
appropriation
Article 38 of the articles of association reads as
follows:
38.1 Each year, the Management Board, with the
approval of the Supervisory Board, determines
what portion of the profit - the positive balance of
the profit and loss account - will be reserved.
38.2 The part of the profit remaining after
reserving, according to Article 38.1, is distributed
as a dividend on the shares.
38.3 Distributions to shareholders can only take
place up to the amount of the distributable part
of the equity.
38.4 Distribution of profits is made after the
adoption of annual accounts, which shows that it
is lawful.
38.5 If a loss is incurred in any year, no dividend
will be paid in respect of that year. No dividend
will be paid in subsequent years until the loss
balance has been cleared by offsetting it against
profits. The General Meeting may, however, on a
proposal of the Board of Management, which has
been approved by the Supervisory Board, resolve
to offset a loss balance in whole or in part against
the distributable part of the shareholders' equity
or also to pay out a dividend against the
distributable part of the shareholders' equity.
38.6 The Management Board may decide to
distribute an interim dividend. The resolution is
subject to the approval of the Supervisory Board.
38.7 Distributions to shareholders are also
subject to Sections 2:104 and 2:105 of the Civil
Code.

46
7.2 Amendment of articles of
association
Throughout 2023 and 2024, there were no
changes of the articles of association.
7.3 Audit report
MKB Nedsense appointed GCP Auditors Ltd as
auditor for the 2024 Annual Report.

INDEPENDENT AUDITOR'S REPORT
To: The shareholders and supervisory board of MKB Nedsense N.V.
Report on the audit of the financial statements 2024 included in the financial
statements
Our qualified opinion
We were engaged to audit the financial statements 2024 of MKB Nedsense N.V. based in
Amsterdam. The financial statements comprise the company financial statements.
In our opinion, except for the possible effects of the matter described in the 'Basis for our
qualified opinion' section, the accompanying financial statements give a true and fair view of
the financial position of MKB Nedsense N.V. as at 31 December 2024 and of its result and its
cash flows for 2024 in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
1. the statement of financial position as at 31 December 2024;
2. the following statements for 2024: income statement, changes in equity and cash flows;
and
3. the notes comprising material accounting policy information and other explanatory
information.
Basis for our qualified opinion
The corresponding figures included in the financial statements are derived from the financial
statements of the previous financial year, on which a qualified opinion was expressed. In
respect of the importance of the following finding:
The financial statements of MKB Nedsense N.V. for the year ended 31 December 2024 include
comparative figures for 2023 that have not been audited. As a result, sufficient appropriate
audit evidence could not be obtained regarding the completeness and accuracy of the prior
year’s income statement, changes in equity, and cash flows. However, we performed a full
audit of the statement of financial position as at 31 December 2024, including supporting
ledgers and subledgers.
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 MKB Nedsense N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore we have complied with the
Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for
Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our qualified opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The information in respect of going concern, fraud,
non-compliance and they audit matters 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 EUR 143.500. The materiality is based on 1,5% of Equity. 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 3% of performance
materiality, 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.
Audit response to the risk of fraud and non-compliance with laws and regulations
In chapter ’6.10. Risk factors’ of the annual report, the Board of Management describes its
procedures in respect of the risk of fraud and non-compliance with laws and regulations.
With respect to MKB Nedsense’s risk management in relation to fraud and non-compliance,
we performed procedures aimed at evaluating the governance, risk management, and
compliance framework in place. These procedures included, among others, an assessment of
MKB Nedsense’s Code of Conduct and the whistle blower policy.
We reviewed the minutes of meetings of the supervisor board, in which any identified incidents
of (suspected) fraud or non-compliance were discussed. In addition, we evaluated the
procedures in place to investigate such incidents.

As part of our audit, we held inquiries with the Management Board, Supervisory Board, and
relevant functions such as legal counsel and CFO. We also reviewed relevant correspondence
with supervisory authorities and regulators, where applicable.
To further enhance our audit response, we incorporated elements of unpredictability by varying
our audit scoping approach and review of payment process.
Based on our risk assessment, we identified laws and regulations that, if not complied with,
could have a material impact on the financial statements. These include, among others: anti-
corruption and bribery legislation, competition laws, AFM Notification Obligation data privacy
regulations, and financial reporting requirements.
In accordance with auditing standards, including the presumed risk of management override
of controls under ISA 240, we identified and addressed the following fraud risks relevant to
our audit:
Risk:
- Management is in a unique position to manipulate accounting records and prepare
fraudulent financial statements by overriding controls that otherwise appear to be
operating effectively
- The key opportunities for management manipulation are within the manual elements
of the control environment, such as journal entries and accounting estimates that
require significant judgment (valuation of private equity investments)
Responses:
- We have performed a risk-based journal entry testing, including selection based on
non-standard and unusual account combinations, looking into journal entries that does
not follow the usual pattern
- We evaluated areas with significant management judgment for bias by the Company’s
management. Where deemed appropriate, we involved specialists and performed
retrospective reviews of prior years’ estimates.
- We assessed the appropriateness of changes compared to prior year in the methods
and underlying assumptions used to prepare accounting estimates.
- We have performed a review of related party transactions for completeness, proper
authorization, and arm’s length terms.
- We have a risk based analytics procedures on payments occurred during the year to
ensure no unauthorized payments have been made.

Audit response to going concern
The board of directors has performed its going concern assessment and has not identified any
going concern risks. Our main procedures to assess the board of directors assessment were:
- We considered whether the board of directors assessment of the going concern risks
includes all relevant information of which we are aware as a result of our audit;
- We analyzed the company’s financial position as at year-end and compared it to the
previous financial year in terms of indicators that could identify going concern risks;
- We inquired with the board of directors on the key assumptions and principles
underlying the board of directors assessment;
- The outcome of our risk assessment procedures did not give reason to perform
additional audit procedures on management’s going concern assessment.
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.
In addition to the matter (matters) described in the 'Material uncertainty related to going
concern' and 'Basis for our qualified opinion' sections we identified the following key audit
matter(s).
1. Valuation of private equity investments
Description
Private equity investments represent a significant portion of the entity’s total investments and
are measured at fair value through profit or loss in accordance with IFRS 13 – Fair Value
Measurement. The determination of fair value for these investments involves a high degree of
estimation uncertainty, as there are typically no quoted market prices available. Instead,
valuations are based on internal models such as discounted cash flow analyses or market
multiples.
These models require significant judgment by management in estimating key assumptions,
including expected future cash flows, discount rates, market comparables, and potential exit
scenarios. Small changes in these assumptions can have a material impact on the reported
fair values. Furthermore, the entity often relies on valuation updates and financial information
provided by investment managers or underlying funds. The timeliness and completeness of
this data vary and, in some cases, the information available at year-end is based on interim or
unaudited figures. This introduces an additional layer of estimation uncertainty and risk
regarding the reliability of the reported valuations as at the reporting date.

Our response
Our procedures for the valuation of the investments included:
- We have involved an external auditor expert to challenge and assess the key valuation
assumptions and model by an independent valuator;
- We have obtained an understanding and evaluated the investment valuation process as of
31 December 2024, including a review of the governance and oversight framework, as well as
an assessment of the design and operational implementation of relevant controls;
- We have performed an analytical procedures focused on fluctuations in reported results
compared to expectations and historical trends (review of the backtesting procedures of the
client);
- We have validated ownership of private equity investments of MKB Nedsnse N.V. by
SPA and/or other legal;
- We have performed a review of the data used for DCF model and perform
reconciliations, including review of management information of private equity investment;
- We have performed an impairment check for the investments valuated ‘at last price
transactions’ and perform reconciliations, including review of management information of
private equity investment;
- Critically assessing the reports provided by the engaged valuation specialists, including an
evaluation of their qualifications, objectivity, and the reliability of their work.
Emphasis on a matter: Unaudited corresponding figures
The financial statements 2023 have not been audited. Consequently, the corresponding
figures included in the income statement, the statements of changes in equity and cash flows
and in the related notes are unaudited. The lack of audit evidence for the 2023 comparative
profit and loss account and associated cash flows limits our ability to express an opinion on
those figures. However, this scope limitation does not extend to the year-end equity position
as at 31 December 2024, which was fully audited and substantiated. As a result, the equity
presented in the statement of financial position at 31 December 2024 is considered true and
fair, and this supports the decision to issue a qualified opinion limited only to the comparative
financial performance information. We have audited the opening balance per 1 January 2024.
No findings on the openings balance procedures. Income statement 2023 is unaudited. Our
opinion is modified in respect to this matter.
Emphasis of matter regarding the valuation of Tib-Tec AG
Valuation of interest in Tib-Tec AG as at 31 December 2024
The interest in Tib-Tec AG is held in the form of non- voting depositary receipts. The company
has indicated that, given the fact that the counterparty is not successful in IPO, MKB Nedsense
N.V. will withdraw the transaction. We have fair value assessed based on information received
from the management, if the fair value of investment is potential for impairments. Based on
indications the impairments are processed in the fair value of the investment. As it is a start
up is very difficult to assess the fair value of this investment. As a result, the uncertainty related
to this valuation. Based on impairments processed on these investments we believe that the
fair value of investment is not overstated. Our opinion is not modified in respect to this matter.

Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our
auditor's report thereon. Except for the possible effects of the matter/matters described in the
'Basis for our 'qualified opinion' section, we conclude, based on the following procedures
performed, that the other information:
- is consistent with the financial statements and does not contain material misstatements;
- contains all the information regarding the management report and the other information as
required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the
other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is
substantially less than the scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the
management report of MKB Nedsense N.V. in accordance with Part 9 of Book 2 of the Dutch
Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Engagement
We were engaged by the supervisory board as auditor of MKB Nedsense N.V. on 11 March
2025, as of the audit for the year 2024 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.
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 with 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 engagement in a manner that allows us to obtain
sufficient 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 misstatements, whether due to fraud or error, during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements. The materiality affects the nature,
timing and extent of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements
and independence requirements. Our audit included among others:
- identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to
those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control;
- obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the investment entity'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.

- evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
- evaluating whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We are responsible for planning and performing the group audit to obtain sufficient appropriate
audit evidence regarding the financial information of the entities or business units within the
group as a basis for forming an opinion on the financial statements. We are also responsible
for the direction, supervision and review of the audit work performed for purposes of the group
audit. We bear the full responsibility for the auditor's report.
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 identify 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.
Larnaca, 6 May 2025
GCP Auditors Ltd., drs. A. Hasko RA
Signed on original

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