Untitled

PB Holding N.V.

Annual report 2024

30 April 2025

PB Holding N.V.

Statutory address:

Wilhelminakade 89

3072 AP in Rotterdam

(31) 10 322 5083

Office address as of 11 March 2025

Wilhelminakade 89

3072 AP in Rotterdam

(31) 10 322 5083

Office address until 11 March 2025

PB Holding N.V.

Zwaardklamp 14

1271 GK te Huizen

www.pb-holding.nl

NOTES TO THE READER

MANAGEMENT REPORT

The management report (‘bestuursverslag’) within the meaning of

article 2:391 of the DCC comprises Chapter 1 ‘Report of the

Management Board’, page 7 up to and including page 10.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this reports that are not

historical facts are statements of future expectations and other

forward-looking statements based on management’s current views

and assumptions and involve known and unknown risks and

uncertainties that could cause actual results, performance, or events

to differ materially from those in such statements. These statements

may be identified by such words such as ‘expect’, ‘should’, ‘could’,

‘shall’, and/or similar expressions. Such forward-looking statements

are subject to various risks and uncertainties. The principal risks of

PB Holding N.V. are described in the ‘Risk Management’ section of

this 2024 Annual Report. Should one or more of these risks or

uncertainties materialize, or should underlying assumptions prove

incorrect, actual results and performance of the Company may vary

materially and adversely from the forward-looking statements

described in this report. PB Holding N.V. does not intend and does

not assume any obligation to update any information or forward-

looking statements set forth in this report to reflect new information,

subsequent events or otherwise.

Table of Contents

Corporate Information

Highlights and Financial Calendar

Report of the Management Board

Report of the Supervisory Board

The PBH Share

Renumeration Policy

Company Statement of Income

Company Statement of Comprehensive Income

Company Balance Sheet

Company Cash Flow Statement

Company Statement of Changes in Equity

Notes to Company Financial Statements

Other Information

Independent Auditor’s Report

Corporate Administration

PB Holding N.V.

Supervisory Board

S. Klep, Chair

J.G.H.M. Niessen

Management Board

T.R.F. Admiraal

Highlights and Financial Calendar

In euro (in thousands)

2024

2023

Income

Revenues

Net income attributable to shareholders

(384)

(2,565)

Financial position at December 31

Total assets

16,710

17,255

Equity attributable to shareholders

16,593

17,189

Number of Shares outstanding at December 31

5,925,000

Average number of Shares outstanding

5,358,102

5,548,957

Shares held in Treasury

575,000

502,086

Shares outstanding at year’s end

5,350,000

5,422,914

Per share

Net income

(0.07)

(0.46)

Shareholders’ equity / TSO

2.91

3.17

Closing share price at December 31

2.92

2.98

Financial Calendar

Publication of 2024

30 April, 2025

Annual general meeting of Shareholders

24 June, 2025

Publication of 2025 half-year results

22 July, 2025

1. Report of the Management Board

General information

PB Holding N.V. (‘PBH’ or the ‘Company’) is a public

company with limited liability (Naamloze

Vennootschap) incorporated under the laws of the

Netherlands and with its corporate seat in

Amsterdam. It is registered with the Dutch Chamber

of Commerce under number 24064937. After the

cancellation of the repurchased 575,000 shares, the

5,350,000 issued and outstanding shares of PBH are

listed on Euronext Amsterdam. There are no

employees other than the members of the

Management Board and Supervisory Board.

PB Holding N.V. does not consolidate any other

entitities. Accordingly, the financial statements

presented in this annual report are company-only

financial statements as opposed to consolidated

financial statements.

Strategy

PBH is a holding company and holds 515,000

certificates of shares in the capital of Bovemij N.V.

(‘Bovemij’). The issued capital of Bovemij consists of

9,632,113 shares of which 1,129,534 shares are held

by Stichting Administratiekantoor Bovemij

Verzekeringsgroep (‘Bovemij STAK’). That gives

PBH a 5.35% ownership of the capital of Bovemij and

control of 45.6% of the issued certificates of shares.

The objective and mission of PBH is aimed at

optimizing the value of the interest in Bovemij, which

can, amongst others, in line with best practice

provision (‘bpb’) 1.1.4 of the Dutch Corporate

Governance Code (‘Code’) achieved through (i) the

repurchasing of shares PBH, (ii) acquiring or

purchasing additional certificates of shares in the

capital of Bovemij N.V., and/or (iii) engaging in

strategic discussions with the management of

Bovemij N.V. and BOVAG. On 25 June 2024, the

largest shareholder of Bovemij, the BOVAG,

announced the intention to find a suitable new co-

shareholder that would (possibly) also make an offer

for all outstanding certificates. If and when a bona

fide third party would make an offer for all

outstanding certificates of shares in the capital of

Bovemij N.V., the Management Board will assess the

offer on its merits thereby weighing the interests of

all stakeholders.

Corporate Transactions

On 26 June 2024, the Management Board

announced that it was engaged in preliminary talks

with three reversed takeover candidates in line with

its strategy. Subsequently, on 2 September 2024, the

Management Board announced it was progressing

on discussions regarding a possible reverse

acquisition of a Rotterdam-based party. On 10

September 2024, the Management Board provided

additional details on the conditional reversed

acquisition and/or merger with ER Capital N.V. and

its intention to propose a transaction to its

shareholders. On 1 November 2024, the

Management Board was informed that Nafimij B.V.

(‘Nafimij’) had reached an agreement with PBH’s two

largest shareholders, NPM Capital N.V. and Mont

Cervin S.à r.l., jointly holding 44.91%, in relation to

Nafimij’s intended public offer on all issued and

outstanding shares for a consideration of €3.00 per

share. Thereafter, the Management Board, after

having received legal advice and having given due

and careful consideration to all circumstances and all

aspects of the offer, entered into negotiations that

ultimately led to the agreement announced on 4

November 2024.

Financial position

At the start of the financial year 2024, PBH held an

equity position amounting to €17,188 thousand of

which €16,619 thousand was attributed to the

515,000 certificates of shares in the capital of

Bovemij. These certificates were valued by KPMG

Corporate Finance & Valuation at €32.27 per

certificate, taking into consideration a 20% discount

for lack of control. In absence of the 20% discount for

lack of control, the certificates of shares would have

been valued at €40.33 per certificate. On 9

September 2024, Bovemij reported a net profit of

€5,875 thousand for the first half of 2024 against the

backdrop of challenging market conditions. More

specifically, the higher average claims burden and

increased repair costs were offset by positive

investment results. The solvency of the N.V.

Schadeverzekering-Maatschappij Bovemij stood at

141% under Solvency II. On 8 April 2025, Bovemij

reported its preliminary results for the financial year

2024. Bovemij reported an after-tax loss of € 2.98

million (2023: loss of € 15.6 million), and an equity

position of €185.9 million (2023: €188.8 million). PB

Holding N.V. received no dividends or other income

from Bovemij N.V. during 2024.

The liquidity position of €602 thousand at the

beginning of the year decreased to €48 thousand at

the end of the year. During 2024, the Company

repurchased 72,914 shares for €2.90 per share for a

total consideration of €212 thousand. During the

Annual General Meeting (‘AGM’) of 26 June 2024,

the Management Board expected running costs of

€182,500 (including VAT) for the financial year of

2024. The departure of the members of the

Supervisory Board (Mrs. M.E.P. Sanders and Mr.

P.P.M Nielen), the investigation of the reversed

listing with ER Capital N.V., the public offer of Nafimij

B.V. (‘Nafimij’) and all thereby associated legal costs

were unexpected. To illustrate, the legal and

advisory costs during the financial year 2024 were

€127 thousand in comparison to €23 thousand

during the financial year 2023. The aforementioned,

in combination with the amended remuneration for

the sole member of the Management Board – being

€96,800 instead of the anticipated €48,400 –

approved by the shareholders on 3 December 2024,

led to significantly higher costs and cash outflow in

the financial year 2024 than the year before.

Corporate Governance

The Company has a two-tier board consisting of a

Management Board and a Supervisory Board (jointly,

the ‘Boards’). Each board has its specific roles and

tasks regulated by laws, the articles of association,

the Dutch Code, the Supervisory Board rules and

Management Board rules. The Supervisory Board

and Management Board rules contain details on the

ways of working of the Boards.

The Management Board is tasked with the

management of PBH, which includes responsibility

for the realization of the Company’s objectives and

strategy with attention to the risk profile and policy

associated with the activities and due consideration

for its corporate social responsibility, the financial

reporting, and the observance of applicable laws and

regulations. The Supervisory Board supervises the

Management Board and provides (un)solicited

advice to the Management Board and the general

meeting of shareholders. In performing its task, the

Supervisory Board and the Management Board are

guided by the interests of PBH and the sustainable

long-term interests of the Company’s stakeholders,

in accordance with their obligations under Dutch law.

On January 1, 2024 the Supervisory Board consisted

of Dutch nationals Mrs. M.E.P Sanders (1953, Dutch)

and Mr. P.P.M Nielen (1964, Dutch). The statutory

gender quota was met. Both Supervisory Board

members were independent from the Company

within the meaning of bpb 2.1.7 up and to 2.1.9 of the

Code. In deviation of bpb 2.1 of the Code, the

members of the Supervisory Board stepped down on

September 1, 2024, which wasn’t remedied during

the financial year 2024. Mrs. Sanders and Mr. Nielen

met 2 times for its scheduled meetings and had ad

hoc calls occasionally. The Management Board

provided the Supervisory Board with both written and

verbal information. Based on this information, the

state of affairs of the Company was discussed and

evaluated. Among others, the following specific

subjects were addressed: the strategy of the

Company, the developments at Bovemij N.V. and its

majority shareholder (BOVAG), the budget, cash-

flow forecasts of the Company, the governance of

the Company, the remuneration of the Management

Board, the investigated reversed-listing and the

(intended) public offer of Nafimij B.V.

Mr. H.H. van der Kwast (1954, Dutch) managed the

Company during the financial year of 2024. In

deviation of bpb 2.2.1 of the Code, Mr. Van der Kwast

has been director of PBH since 21 June 2000. Mr.

H.H. van der Kwast announced his intended

resignation on 2 September 2024 upon the

appointment of a new Management Board. On 3

December 2024, the general meeting approved a

remuneration of €80.000 for the financial year 2024.

Risks and risk management

There are a number of risks associated with the

strategy and with its implementation. Strategic and

operational risks exist with respect to interest in

Bovemij. The book value of the held certificates of

shares in the capital of Bovemij represent more than

90% of the Company’s net asset value as of

December 31, 2024. Accordingly, adverse

developments at Bovemij may have a substantial

negative effect on the financial position of PBH.

Principally, there is the risk that the insurer within the

Bovemij group would generate insufficient profits

from its insurance and investment activities relative

to its risks and solvency objectives. Whereas the

management team of Bovemij may take corrective

measures, under such circumstances, PBH may be

required to write down on its investment or provide

additional capital. The annual reports of Bovemij

provide more insights in the activities and associated

risks (www.bovemij.nl). The tolerance for the risks

associated with being a holder of certificates of

shares in the capital of Bovemij is high. However, the

Management Board is actively entering into

dialogues with the BOVAG and the Bovemij board to

mitigate risks where possible. For example, the

Management Board pursues the dismissal of the

Stichting Administratiekantoor Bovemij

Verzekeringsgroep (‘STAK Bovemij’) to improve the

corporate governance and the decision-making.

The Management Board acknowledges that the

holding of a minority stake provides the company

with limited influence over strategic decisions within

Bovemij N.V. Without a controlling interest or strong

alliance with other shareholders, the ability to effect

change may be contrained. For instance, the

willingness to engage and/or align interests may be

limited at BOVAG.

To mitigate these risks, the Management Board

maintains an open, professional, and regular

communication with stakeholders of the BOVAG,

including but not limited to its management and its

members, and the management and stakeholders of

Bovemij N.V. The Management Board intends to fully

utilize its governance rights associated with the

(certificates of) shares, including but not limited to

potentially proposing agenda items for a(n

Extraordinary) General Meeting and/or send

information requests. We aim to regularly engage

and communicate transparently on our long-term

value-creation strategy building trust over time and

demonstrating our position as a constructive

shareholder.

Additionally, there are financial risks. Without cash

generative activities and/or in the event dividends are

not received from Bovemij, the Company may find

itself in situations where it is unable to comply with

its financial obligations. The Management Board fully

accepts these risks. Whereas the financial

obligations are limited – primarily the fees related to

the listing, the external auditor’s fees, and the

remuneration for the Boards – the Management

Board drafts periodic (liquidity) forecasts and

discusses these forecasts with the Supervisory

Board. The risk management system between the

Management Board and the Supervisory Board

worked during the first eight months but failed after

the resignation of Mrs. Sanders and Mr. Nielen. For

this reason, the Management Board is expected to

make amendments to its risk management and

control systems, and its soft controls (e.g.

Gedragscode) to better reflect its (general risk-

mitigating) culture. For instance, during 2024 the

Management Board has not specifically spent time

on fraud risk and/or corruption risk, nor has the

Management Board formulated particular policies on

fraud and/or corruption.

Lastly, PB Holding N.V. does not have employees

other than the sole member of the Management

Board and the two members of the Supervisory

Board. The company is dependent on a single

individual for day-to-day management and decision-

making. To mitigate the operational risks, the

members of the Supervisory Board are actively and

regularly engaging with the Management Board to

decrease the risk for errors, increase internal checks

and balances and improve the overall decision-

making process.

Going concern

We have identified the limited liquidity position as an

events and/or circumstance that may give rise to

significant uncertainty about the Company’s ability to

continue as a going concern but have concluded that

no material uncertainty exists.

The Management Board, under the close supervision

of the Supervisory Board, actively monitors and

manages the Company’s liquidity position and

mitigates associated risks accordingly. In assessing

the going concern assumption, the Management

Board has taken into account various factors

including, but not limited to, shareholder support, the

value of the Company’s assets, its solvency ratio,

and overall capital structure. Based on this

assessment, the Management Board has concluded

that the going concern assumption remains

appropriate.

Events after the Balance Sheet date

On 4 November 2024, the Company and Nafimij

jointly announced the intended recommended public

offer by Nafimij on all issued and outstanding shares

in the capital of PBH. Subsequently, on 6 January

2025, Nafimij launched its offer through the

publication of the offer memorandum approved by

the AFM. On 19 February 2025, PBH held the

Extraordinary General Meeting of Shareholders

(‘EGM’) in connection to the public offer where,

among others, (i) Mrs. S. Klep was appointed

member to the Supervisory Board, (ii) Mr. J.G.H.M

Niessen was appointed member to the Supervisory

Board, (iii) Mr. T.R.F. Admiraal was appointed (sole)

member to the Management Board, and (iv) the

Management Board was authorized to appoint an

accountant to audit the 2024 annual accounts. On 4

March 2025, Nafimij declared the public offer

unconditional (gestanddoening). On 14 March 2025,

the Supervisory Board resolved Mrs. S. Klep to

become the Chair of the Supervisory Board

(President Commissaris) in line with section 25

paragraph 1 of the articles of association. Thereby

the Company was compliant with the relevant best

practice provisions of Chapter 2 of the Code

(‘Effectief bestuur en toezicht’).

On 2 September 2024, Mr. H.H. van der Kwast

announced his intention to resign from the

Management Board. On 19 February 2025, the

general meeting of shareholders accepted Mr. Van

der Kwast’s voluntary resignation. Mr. Van der Kwast

also resigned from the Stichting Administratiekantoor

Bovemij Verzekeringsgroep, holder of 1,129,534

shares in the capital of Bovemij. Mr. H.H. van der

Kwast effectively resigned per 7 March 2025.

On 3 December 2024, the extraordinary general

meeting of shareholders adopted the resolution to

cancel (intrekken) the 575,000 shares held in

treasury. After a 2-month opposition period

(verzettermijn), the treasury shares were cancelled

on 18 February 2025.

The dividend policy was set during the general

meeting of shareholders of 28 June 2023. The policy

was aimed to align with the dividend policy of

Bovemij. Following the settlement of the

recommended public offer by Nafimij, the dividend

policy has been discontinued, and the Management

Board does not envisage that PBH will declare any

dividend.

On 3 March 2025, the Company secured an

unsecured revolving credit facility from

Handelsbanken Nederland of €300,000 at an interest

rate equal to the 3-month EURIBOR + 3.75% per

annum. Mont Cervin S.à r.l. has provided

Handelsbanken Nederland with a guarantee on the

loan. The unsecured revolving credit facility is not

repayable at 31 December 2025, and the Company

is discussing the refinancing of the loan with various

parties.

Following the authorization of the Management

Board to appoint an accountant to audit the 2024

annual accounts on 19 February 2025, the

Management Board appointed BDO Audit &

Assurance B.V. on 26 March, 2025.

Control and responsibility statement

In line with the foregoing and the provisions of the

Code, the Management Board declares to the best

of its knowledge that:

• The Report of the Management Board

provides sufficient insight into any

shortcomings in the functioning of the

internal risk management and control

systems;

• The aforementioned systems provide a

reasonable level of assurance that the

financial reporting for 2024 does not contain

material inaccuracies;

• It is justified, based on the current state of

affairs, to prepare the financial reporting on

a going concern basis; and

• The report includes the material risks and

uncertainties relevant to the expectation of

the Company’s continuity for a period of at

least 12 months after the preparation of this

Annual Report.

Additionally, in line with Article 5:25c of the Financial

Supervision Act (Wft), The Management Board

declares, to the best of its knowledge, that:

• The financial statements as of December

31, 2024, are prepared in accordance with

IFRS EU and are in compliance with Title 9

of Book 2 of the Dutch Civil Code, as stated

in this Annual Report, provide a true and fair

view of the assets, liabilities, financial

position, and results of PB Holding N.V.

• The Report of the Management Board

provides a true and fair view of the situation

as of December 31, 2024, and the course

of business during the 2024 financial year

of PB Holding N.V., and that of the material

risks faced by PB Holding N.V. are

described in the Report of the Management

Board.

Rotterdam, 30 April 2025

T.R.F. Admiraal

2. Report of the Supervisory Board

This report provides further information on the way

the members of the Supervisory Board performed

their duties in 2024.

General information

PB Holding N.V. (‘PBH’ or the ‘Company’) is a public

company with limited liability (Naamloze

Vennootschap) incorporated under the laws of the

Netherlands and with its corporate seat in

Amsterdam. The Company holds 515,000

certificates of shares in the capital of Bovemij N.V.

with limited operational activities. The Company is

aimed at creating sustainable long-term capital

appreciation in accordance with the law, the Dutch

Corporate Governance Code and its internal codes

and regulations. The Company’s articles of

association can be found on PBH’s website. In

particular, Article 37 of the Company’s by-laws

regulates the procedures to make amendments to

the by-laws. The Company’s website is www.pb-

holding.nl

Financial Statements and Profit

Appropriation

This Annual Report includes the financial statements

of PB Holding N.V. for the financial year 2024, as

prepared by the Management Board. These financial

statements are accompanied by an unqualified audit

opinion from BDO Audit & Assurance B.V, which is

included on page 30 et seq. of this Annual Report.

The Supervisory Board recommends that

shareholders adopt the 2024 financial statements at

the General Meeting to be held on 24 June 2025 and

grant discharge to Management Board for its

managements and to the members of the

Supervisory Board for its supervision during the 2024

financial year.

Meetings

Formal meetings of the Supervisory Board are

scheduled well in advance. Outside of these

meetings, the Supervisory Board receives briefings

and updates from the Management Board on

developments relating to Bovemij N.V., corporate

governance, financials – including the liquidity

position – and renumeration. During 2024, the

Supervisory Board did not convene with the external

auditor as none was appointed by PB Holding N.V.

In addition to the regular meetings, the former

members of the Supervisory Board – Mrs. Sanders

and Mr. Nielen – extensively discussed possible

corporate transactions.

Renumeration Supervisory Board

At the General Meeting of Shareholders on 12 May

2022, the remuneration of the Supervisory Board

members was revised. It was determined that each

member of the Supervisory Board receives an

annual fee of €20,000 excluding VAT. Mrs. Sanders

and Mr. Nielen each received a fee of €15,000 during

2024.

Composition and Renumeration of the

Management Board

Mr. H.H. van der Kwast (m) was the sole director of

the Company during 2024, appointed in on 21 June

2000. Appointment and dismissal of members of the

Management Board is regulated through Article 17

and Article 18 of the Company’s by-laws.

The remuneration of the Management Board was

adopted at the General Meeting on May 12, 2022.

The fixed annual fee amounts to €40,000 (ex VAT) is

invoiced quarterly. The remuneration does not

include variable components such as pension

contributions, expense reimbursements or lease car

allowances. In deviation of the Remuneration Policy,

the Management Board proposed to the General

Meeting to increase its remuneration from €40.000 to

€80.000 for the financial year 2024. The proposal

was adopted by the General Meeting on 3 December

2024.

Composition of the Supervisory Board

According to the rotation schedule, Mrs. M.E.P.

Sanders (f), appointed on 10 October 2012, was

scheduled to step down after the General Meeting of

Shareholders in June 2024. Mr. P.P.M. Nielen (m),

appointed on 21 December 2017, was scheduled to

retire in 2025. With 50% of the members of the

Supervisory Board being male and the other half

being female, the statutory gender quota is met. All

members of the Supervisory Board during 2024 were

independent in the meaning of the Code. On 28

August 2024, the Supervisory Board and

Management convened and concluded, following the

adjourned General Meeting of 26 June 2024, that

there was limited support for the reappointment of

Mrs. Sanders, and limited alignment among the

shareholders regarding the strategy, mission and

objectives of the Company. In light of that dynamic,

former members of the Supervisory Board – Mrs.

Sanders and Mr. Nielen – decided to resign.

Between 1 September 2024 to 31 December 2024,

the Supervisory Board positions remained vacant.

In general, appointment and dismissal of the

members of the Supervisory Board are regulated

through Article 22 and Article 23 of the Company’s

articles of association. In addition thereto, Article 4 of

the Company’s bylaws regulate the conditions and

procedures for issuance of shares.

Performance Evaluation

Every year, the Supervisory Board evaluates its

performance as a whole as well as that of its

individual members. In the opinion of the Supervisory

Board, the functioning of the Supervisory Board as a

whole and of its individual members were

satisfactory during the first eight months of 2024 in

the light of the current structure, size and strategy of

PB Holding N.V.

The Supervisory Board did not function in the last

four months of 2024 due to the vacant positions. The

newly appointed members of the Supervisory Board

– Mrs. S. Klep and Mr. J.G.H.M, Niessen – look

forward working with the Management Board on

fulfilling the mission and objectives of the Company.

The current members of the Supervisory Board have

a clear understanding of its mandate and

responsibilities. For that same reason, there is no

internal audit function.

Rotterdam, 30 April 2025

S. Klep (Chair)

J.G.H.M. Niessen

Supervisory Board

Former members

New Members

M.E.P Sanders

(1953, f, Chair)

P.P.M.Nielen

(1964, m)

S. Klep

(1970, f, Chair)

J.G.H.M. Niessen

(1963, m)

Date of appointment

10 October 2012

21 december 2017

7 March 2025

End of current term

2024

2025

2029

Employment history

ABN Amro, Atlas,

Nederlandse Spoorwegen

and Greenfield Capital

Partners.

MeesPierson, NIBC,

NielenSchuman and

Scheybeeck

Investments

Van Lanschot

Bankiers N.V.,

Theodoor Gilissen,

Saxo Bank Nederland

MeesPierson N.V.,

CVC Capital Partners

B.V. and Egeria

Capital Management

B.V.

Other responsibilities

Member of Supervisory

Board at Meilink B.V.,

Hoens Broadcast Facilities

B.V., Hydratec Industries

N.V., member of the

Investment Committee at

Fund and member of

the Management Board at

Tivoli Vredenburg Fonds

Member of the

Management Board

at Stichting BDR

Thermea, member of

the Investment

Committee at Health

Investment Partners

and Enterprising

Finance

Member of the Board

at Stichting Erasmus

Trust Fonds

Member of the

Management Board of

Mont Cervin S.à r.l.

and non-executive

director at Acomo N.V

Nationality

Dutch

Other remarks

Not independent

within the meaning of

the Dutch Corporate

Governance Code,

due to an

shareholding

exceeding 10%

Management Board

H.H. van der Kwast (1954, m)

T.R.F. Admiraal (1989, m)

Date of appointment

21 June 2000

07 March 2025

End of term

07 March 2025

2029

Employment History

PB Holding N.V.

Businesses related to

Mont Cervin S.à r.l.

Nationality

Dutch

The PBH Share

Shares and Listings

Shares in PB Holding N.V. are listed on Euronext stock exchange in Amsterdam (ISIN code NL0000336303). The

shares are not included in any index. As at 31 December 2024 PBH had 5,925,000 shares outstanding of which

575,000 were held in treasury. On 3 December 2024, the general meeting of shareholders adopted the resolution

to cancel (intrekken) the 575,000 shares held in treasury. Subsequently on 18 February 2025, the repurchased

shares were cancelled.

Shareholding

Under the Dutch Financial Markets Supervision Act, shareholdings of 3% or more in any Dutch listed company

must be disclosed to the Dutch Authority for the Financial Markets (AFM). According to the register kept by the

AFM the following shareholders had disclosed that they have a direct or indirect (potential) interest in the capital of

PB Holding N.V. as at 31 December 2024:

J.G.H.M Niessen

26,86%

NPM Capital N.V.

23,96%

ER Capital N.V.

12,24%

F.L.H. van Delft

5,62%

G.J Veurink

3,82%

Investor relations

PB Holding N.V. is committed to maintaining a high level of transparency by engaging in regular and open dialogue

with investors, analysts, financial institutions, and other stakeholders. This is done in order to provide timely,

complete and consistent information to enable them to develop a clear understanding of the Company’s strategy

and performance as well as other matters and developments that could be relevant to investors’ decisions, including

the outlook of the future.

Share performance

Key PBH share data

2024

2023

2022

Year-end price

€

2.92

2.98

2.55

Year high

€

3.10

3.22

18.20

Year low

€

2.56

2.51

2.43

Number of shares outstanding

5,925,000

Market capitalization

€

17,301,000

17,656,500

15,108,750

€2.60

1 Jan 2025

€2.70

1 Oct 2024

€2.80

1 Jul 2024

€2.90

1 Apr 2024

€3.00

1 Jan 2024

€3.10

1 Oct 2023

€3.20

1 Jul 2023

€3.30

1 Apr 20231 Jan 2023

Share price

3. Renumeration policy

Due to the sale of Stern Facilitair B.V. to Hedin Mobility Group AB, a new Renumeration Policy was proposed and

adopted by the General Meeting on May 12, 2022.

The main principles of the Remuneration Policy are as follows:

• The policy covers the remuneration of the Management Board and the Supervisory Board;

• The Supervisory Board drafts the policy for the General Meeting to adopt;

• The policy is submitted annually to the General Meeting;

• The aim of the policy is to attract, motivate, and retain a qualified Management Board enabling PB Holding

N.V. to achieve its strategic and operational objectives;

• The policy aligns with the identity and size of PB Holding N.V. and is easy to apply. It takes into account

the social context, the corporate governance structure, and the interests of all its stakeholders.

PB Holding N.V. no longer has a Remuneration Committee due to the reduction in the number of Supervisory

Board members from three to two as of May 12, 2022. Since that date, the Remuneration Policy and the

determination of the remuneration of the Management Board are addressed during Supervisory Board meetings.

The remuneration of the Management Board was adopted at the General Meeting on May 12, 2022. The fixed

annual fee amounts to €40,000 (ex VAT) is invoiced quarterly. The remuneration does not include variable

components such as pension contributions, expense reimbursements or lease car allowances. In deviation of the

Remuneration Policy, the Management Board proposed to the General Meeting to increase its remuneration from

€40.000 to €80.000 for the financial year 2024. The proposal was adopted by the General Meeting on 3 December

2024.

The remuneration of the Supervisory Board was adopted at the General Meeting on May 12, 2022. Members of

the Supervisory Board receive an annual fee of €20.000 (ex VAT).

2024

2023

2022

2021

2020

Renumeration Management Board (€)

H.H. van der Kwast

80,000

40,000

30,000

642,826

886,557

Renumeration Supervisory Board (€)

M.E.P. Sanders

15,000

20,000

12,667

50,000

P.P.M Nielen

15,000

20,000

12,667

45,000

37,000

H. ten Hove

35,750

D.R. Goeminne

19,250

41,250

A. Roggeveen

10,666

S.G. Brummelhuis

12,332

Ownership of Shares (end of period)

H.H. van der Kwast

725,000

722,101

On 7 March 2025, Mr. H.H. van der Kwast stepped down from the Management Board and was succeeded by Mr.

T.R.F. Admiraal. Mr. Admiraal shall receive a renumeration in line with the Remuneration Policy and holds no

shares in the capital of PB Holding N.V. On 7 March 2025, the appointment of Mr. J.G.H.M Niessen and Mrs. S.

Klep as members of the Supervisory Board became effective. Mrs. Klep will receive an annual fee of €20,000 and

holds no shares in the capital of PB Holding N.V. In deviation of the Remuneration Policy, it will be proposed to the

General Meeting, Mr. Niessen will be rewarded an annual fee of €15,000. Mr. Niessen (indirectly) holds 4,524,117

shares in the capital of PB Holding N.V.

No stock options, loans, advances, or guarantees have been granted to members of the Management Board and/or

the Supervisory Board during 2024.

The indirect shareholding of Mr. Niessen in PB Holding N.V. is held as long-term investment. In addition, Mont

Cervin S.à r.l. has provided Handelsbanken a guarantee on the revolving credit facility of €300 thousand.

4. Company Financial Statements

Company Statement of Income

PB Holding N.V.

Restated

(in € thousands)

Note

2024

2023

Revenues

Cost of Sales

Gross Profit

Value changes of financial fixed assets

(2,281)

Personnel expenses

(128)

(90)

(50)

Other operating expenses

(253)

(190)

(214)

Operating profit (EBIT)

(381)

(2,562)

(2,545)

Financial income and expenses

(3)

(20)

Profit before taxes

(384)

(2,565)

Taxes

Profit after taxes

(384)

(2,565)

Earnings per share (in €)

Basic

(0.07)

(0.46)

Diluted

(0.07)

(0.46)

Company Statement of Comprehensive Income

PB Holding N.V.

as at 31 December

(in € thousands)

31.12.2024

31.12.2023

Profit after taxes

(384)

(2,565)

Other comprehensive income (OCI)

OCI to be reclassified to profit or loss in subsequent periods

Income tax effect

Income and expenses not realized in the income statement

Total realized and unrealized results after-tax

(384)

(2,565)

Total result attributable to

Continuing operations

(384)

(2,565)

Discontinuing operations

Total result

(384)

(2,565)

Company Balance Sheet

PB Holding N.V.

as at 31 December

(before profit appropriation)

Restated

(in € thousands)

Note

31.12.2024

31.12.2023

Assets

Non-current assets

Other financial assets

16,619

Current assets

Other current assets

Cash and cash equivalents

602

636

628

Total assets

16,710

17,255

17,247

Equity and liabilities

Share capital

593

Share premium reserve

32,448

32,447

Revaluation reserve

8,287

10,877

8,288

Profit for the year

(384)

(2,565)

Other reserves

(24,351)

(24,164)

Total shareholders’ equity

16,593

17,189

Current liabilities

Creditors

Other liabilities

117

Total equity and liabilities

16,710

17,255

Company Statement of Cash Flows

PB Holding N.V.

as at 31 December

(in € thousands)

Note 17

31.12.2024

31.12.2023

Profit/(loss) before income tax

(384)

(2,565)

Adjustments for:

Result Bovemij N.V.

2,590

Changes in working capital

Movement in current assets

(9)

(16)

Movement in accounts payable

(162)

Cash flow from operating activities

(342)

(153)

Cash flow from investing activities

Dividends paid to shareholders

Repurchase of shares

(212)

(756)

Cash used for financing activities

(212)

(756)

Cash at beginning of the year

602

1,511

Change of cash

(554)

(909)

Cash at end of the year

602

Company Statement of Changes in Equity

PB Holding N.V.

as at 31 December

(in € thousands)

capital

premium

Other

reserves

Revaluation

reserves

Profit for

the period

Total

Balance at January 1, 2024

593

32,448

(24,164)

10,877

(2,565)

17,189

Profit after tax

(384)

Profit allocation

(2,590)

2,565

Share repurchases

(212)

Balance at December 31, 2024

593

32,448

(24,351)

8,287

(384)

16,593

Balance at January 1, 2023

593

32,448

(24,164)

10,877

756

20,510

Profit after tax

(2,565)

Profit allocation

756

(756)

Share repurchases

(756)

Balance at December 31, 2023

593

32,448

(24,164)

10,877

(2,565)

17,189

5. Notes to Company Financial Statements

1. General information

1.1 PB Holding

PB Holding N.V. (‘PBH’ or the ‘Company’) is a public company with limited liability (Naamloze Vennootschap)

incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam. It is registered with the

Dutch Chamber of Commerce under number 24064937. The address of the Company’s registered office is

Wilhelminakade 89 (3072 AP) Rotterdam, the Netherlands. The Company is active in the holding and management

of the 515,000 certificates of shares in the capital of Bovemij N.V. PBH is listed on the Amsterdam stock exchange

(Euronext Amsterdam). The Company has no other subsidiaries and/or consolidates no other business entities.

These financial statements were approved by the Management Board on 30 April 2025.

The Management Board report as defined by Section 2:391 of the Dutch Civil Code is constituted by the following

parts of the annual report: Report of the Management Board.

1.2 Basis of preparation

The financial statements of PBH have been prepared in accordance with International Financial Reporting

Standards (IFRS) as adopted by the European Union. They also comply with the financial reporting standards

included in Title 9 of Book 2 of the Dutch Civil Code when applicable. The company financial statements and notes

to the company financial statements are presented in thousands of euros unless otherwise stated and have been

prepared under the historical cost convention unless otherwise stated. The company financial statements have

been prepared on a going concern basis. The areas where assumptions and estimates are significant to the

company financial statements are disclosed in the Notes to the Company Financial Statements.

1.3 Going Concern Assumption

As of the balance sheet date, PB Holding N.V. holds an equity interest in the capital of Bovemij N.V. We have

identified the limited liquidity position as a condition that could give rise to doubt about the company’s ability to

continue as a going concern. However, we have concluded that no material uncertainty exists and have obtained

sufficient and appropriate information to determine that the use of the going concern assumption is appropriate and

that the disclosures in the financial statements regarding these events and conditions are adequate. Please see

the Management Report for further discussion on the assessment of the going concern basis.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These

policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Income from equity interests

The income from equity interests is income, which consists of a revaluation to fair value and dividend received,

which is directly related to the 5.35% interest held by PB Holding NV in Bovemij N.V. Income from the sale of

capital interests is recognized as soon as the ownership has been transferred.

2.2 Tax receivables

Income taxes consist of current and deferred taxes. Current taxes relate to the expected tax liabilities on taxable

income for the financial year, based on applicable tax rates. Deferred taxes are recognized for temporary

differences between the commercial and tax valuation of assets and liabilities, as well as for tax loss carryforwards.

Deferred taxes are calculated using enacted tax rates and regulations expected to apply when the deferred tax

asset or liability is realized. Deferred tax assets are only recognized to the extent that it is probable that sufficient

future taxable profit will be available to utilize the temporary differences and tax loss carryforwards.

2.3 Financial instruments

Financial instruments cover a wide range of financial assets but for the Company include financial fixed asset, cash

and cash equivalents, trade receivables, accrued income and other receivables. Financial instruments also cover

financial liabilities including trade payables. Financial assets and financial liabilities are recognized in the

Company’s Balance Sheet when the Company becomes party to the contractual provisions of the instrument. The

Company derecognizes a financial asset when the contractual rights to receive cash flows have expired or been

forfeited by the Company, or alternatively, when there is a transfer of control based on whether the Company

transfers or retain substantially all the risks and rewards of ownership. A financial liability is derecognized when,

and only when the liability is extinguished.

Cash and cash equivalents

Cash and cash equivalents include cash at banks and on hand and short-term highly liquid investments with an

original maturity of three months or less. All cash and cash equivalents are classified as at amortised cost which

means they are initially recognised at fair value and subsequently carried at amortised cost using the effective

interest method and are subject to the impairment requirements outlined later in this section.

Financial liabilities and equity

The Management Board also determines the classification of financial liabilities at initial recognition. The Company

classifies its financial liabilities, as measured at either amortised cost or Fair Val. Financial liabilities and equity

instruments are classified according to the substance of the contractual arrangements entered into. Financial

liabilities are measured at amortised cost using the effective interest method. An equity instrument is any contract

that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Trade payables and receivables

Due to the short term nature of trade payables and receivables, their carrying amount is considered to be the same

as their fair value.

2.4 Share Capital

Shares are classified as equity instruments when there is no contractual obligation to deliver cash or other assets

to another entity on terms that may be unfavourable. The value of the Company’s share capital consists of the

number of Ordinary Shares in issue multiplied by their nominal value. The difference between the proceeds

received on issue of the shares and the nominal value of the shares issued is recorded in share premium.

2.5 Company Statement of Cash Flows

The cash flow statement is prepared using the indirect method. Receipts and payments related to interest and

corporate income taxes, as well as dividends received from non-consolidated investments, are included under cash

flows from operating activities. Dividends paid are included under cash flows from financing activities. The change

in interest-bearing loans reflects the balance of borrowings and repayments during the financial year. Repayments

of lease obligations are included under cash flows from financing activities. Transactions where no cash is

exchanged are not reflected in the cash flow statement.

3. Key judgments and estimates

The principal key judgments and estimates are related to the certificates of shares in the capital of Bovemij N.V.

3.1 Certificates of shares in the capital of Bovemij N.V.

In the absence of an active and liquid financial market for the certificates of shares in the capital of Bovemij N.V.,

the certificates of shares have been valued by an external valuation expert of KPMG Corporate Finance & Valuation

(‘KPMG’), appointed by Bovemij N.V. The valuation is based on the unweighted average of two approaches: the

Dividend Discount Model (‘DDM’) and a Comparable Company Analysis (‘CCA’). Subsequently, KPMG applied a

20% discount to the valuation of the certificates due to the limited control associated with the minority shareholding

of Bovemij N.V. certificate holders. The certificates of shares in the capital of Bovemij N.V. are thereby measured

at fair value. The resulting changes in value, and received dividends, are recognized in the Company Statement of

Income under ‘Value Changes of Financial Fixed Assets’. Please also refer to Note 5, ‘Value changes of financial

fixed assets and Other financial assets’.

The valuation method has been applied consistently over the past years. Specifically, the most recently available

valuation report from KPMG, dated 1 March 2024, serves as the basis. In addition, the Management Board has

prepared a valuation report to support the assessment of any significant deviations from the valuation currently

recorded in the financial statements. Based on its assessment — taking into account the potential impact of the

loss per share of Bovemij N.V. for the 2024 financial year — the Management Board has concluded that the

valuation as of 1 March 2024 can be maintained. It should also be noted that Bovemij N.V. has not yet

commissioned a new valuation of the certificates, but intends to do so later this year.

The fair value of financial instruments traded in active markets is classified within Level 1 of the fair value hierarchy.

Financial instruments for which the fair value is determined using valuation techniques that primarily use observable

market data are classified within Level 2. Financial instruments for which the fair value is determined using inputs

that are not based on observable market data are classified within Level 3. The certificates of shares in the capital

of Bovemij N.V. are classified as Level 3 financial instruments.

4. New standards and interpretations adopted in the financial statements

The IASB regularly publishes new accounting standards, amendments to existing standards, and interpretations.

These new standards, amendments and interpretations must then be endorsed by the European Union. In 2024,

PBH applied new and amended IFRS standards and IFRIC interpretations where applicable. The application of

new and amended standards and interpretations did not have a material impact on equity, results, or the disclosures

in the financial statements.

Certain new standards, interpretations and amendments to existing standards have been published by the IASB

and endorsed by the European Commission that are mandatory for annual accounting periods beginning on or

after 1 January 2025. The Company has not early adopted these standards, amendments and interpretations.

Although there are other new standards, interpretations, and amendments to existing standards that have been

published, they are not expected to have a significant impact on the financial statements of the Company.

5. Value changes of financial fixed assets and Other financial assets

The income from equity interests in 2024 relates to the dividend received of €0 (2023: €309 thousand) and the

revaluation of the capital interest in Bovemij of €0 (2023: €-2,590 thousand). On March 1, 2024, KPMG Corporate

Finance & Valuation (‘KPMG’), appointed by Bovemij N.V., performed the valuation of the certificates of shares in

the capital of Bovemij N.V. per 31 December 2023. Taken into account a 20% discount for the lack of control,

KPMG valued a certificate of share at €32.27. PB Holding N.V. holds 515,000 certificates of shares. On March 31,

2025, the CEO of Bovemij N.V. informed its holders of certificates of shares that it was intending to appoint a

valuation expert later in the year. If and when a valuation report is obtained, the Management Board shall inform

its shareholders thereof.

2024

2023

Certificates of shares in the capital of Bovemij N.V.

16,619

6. Personnel expenses

Expenses related to the remuneration of the Management Board and Supervisory Board are included in the

personnel expenses. PBH employs no other personnel (2023: 0). The remuneration of the Management Board and

the Supervisory Board is disclosed in Note 19 ‘Related party transactions’ and Note 20, ‘Remuneration

Management Board and Supervisory Board’.

Restated

2024

2023

Salaries

127

NOW subsidy

Other personnel expenses

Total personnel expenses

128

Reclassifications: during the financial year 2023, the Supervisory Board fees were included in the ‘Other operating

expenses’ (2023: €40 thousand). In absence of other personnel, the Management Board has decided to include

the Supervisory Board fees in the ‘Personnel expenses’.

7. Other operating expenses

Expenses related to IT, travel, office, and other general expenses are included in the ‘Other operating expenses’

segment and increased to € 294 (2023: €191). The increase is mostly due to additional legal and advisory fees in

relation to the public offer of Nafimij B.V. Office expenses also include listing fees for Euronext Amsterdam N.V.,

the AFM and Parseport ApS (ESEF-reporting). Additional information related to the ‘Administrative expenses’ is

also provided in Note 19 ‘Related party transactions’.

Restated

2024

2023

Office expenses

Administrative expenses

Supervisory Board fees

Auditor’s fees

Legal and advisory fees

127

Insurances

Banking fees

(7)

VAT receivables

(41)

Total

253

191

214

Reclassifications: during the financial year 2023, the Supervisory Board fees were included in the ‘Other operating

expenses’ (2023: €40 thousand). In addition, during the financial year 2023, fees related to the listing of the

Company were included in the ‘Financial expenses’. These fees were transferred from the ‘Financial expenses’ to

the ‘Banking Fees’ in 2024.

Ernst & Young

Accountants LLP

BDO Audit

& Assurance B.V.

Audit annual report 2023

Audit annual report 2024

Total

8. Financial income and expenses

The financial charges consist of interest, bank fees, and brokerage and agency fees charged by the banks, and

also include banking fees related to the shares repurchased.

Restated

2024

2023

Financial income

Financial expenses

Reclassifications: During the financial year 2023, fees related to the listing of the Company were included in the

‘Financial expenses’. These fees were transferred from the ‘Financial expenses’ to the ‘Banking Fees’ in 2024.

9. Taxes

The Company has an indefinite carryforward loss of €10.0 million. The carryforward losses (‘DTAs’) are not

recognized in the Company Balance Sheet. DTAs are not recognized because PBH currently believes it operates

activities or CGUs to use the DTAs. PB Holding N.V. will be actively exploring the use of the DTAs in the future.

2024

2023

Profit before taxes

(384)

(2,565)

Taxes payable for the year

Deferred taxes

Effective tax paid

Nominal tax burden (%)

19.0%

10. Earnings per Share

Basis earnings per share are calculated by dividing the loss for the year attributable to equity holders of the

Company by the average number of ordinary shares outstanding during the year. The average number of shares

outstanding was 5,358,102 (2023: 5,548,957).

11. Other current assets

Other receivables are mostly prepaid expenses.

12. Cash and cash equivalents

Cash and cash equivalents consist entirely of cash held in bank accounts.

13. Financial Instruments

The Company’s financial instruments principally comprise of cash and cash equivalents, receivables, and payables.

All these arise as a result of our normal operations. The Company does not enter into transactions for speculative

purposes and there are no instruments held for trading.The analysis of financial assets and liabilities into their

categories as defined in IFRS 9 Financial Instruments is set out in the following tables. The majority of the

Company’s financial assets and liabilities continue to be measured at amortised cost. The Company considers the

carrying amount of these financial assets to approximate fair value.

The Company has material interests in equity securities of Bovemij N.V. which are classified as financial assets

mandatorily held at fair value through profit and loss (FVTPL), as they are financial assets which are managed and

whose performance is evaluated on a fair value basis. All gains and losses on measuring the financial assets and

liabilities at each reporting date are included in the statement of comprehensive income for the year or period.

There were no fair value impacts to the statement of comprehensive income associated with the financial assets

mandatorily held at FVTPL presented below.

Overview of financial instruments (€ 000’s)

31 December 2024

FVTPL

Amortized Cost

Total

Financial assets

16,619

Receivables and other assets

Cash and cash equivalents

Total Financial Assets

16,710

Overview of financial instruments (€ 000’s)

31 December 2024

FVTPL

Amortized Cost

Total

Financial Liabilities

Payables

Total Financial Liabilities

117

Overview of financial instruments (€ 000’s)

31 December 2023

FVTPL

Amortized Cost

Total

Financial assets

16,619

Receivables and other assets

Cash and cash equivalents

602

Total Financial Assets

17,255

666

17,255

Financial Liabilities

Payables

Total Financial Liabilities

14. Shareholders’ Equity

The authorized capital amounts to €900, divided into 9,000,000 ordinary shares with a nominal value of €0.10 each.

The issued capital amounts to €593 (2023: €593) and consists of 5,925,000 shares (2023: 5,925,000). All

5,925,000 issued shares (31 December 2023: 5,925,000) are fully paid. The share premium reserve is adjusted

when shares are issued at a price above their nominal value. Additionally, the share premium is adjusted when

stock dividends are distributed. The revaluation reserve consists of the unrealized portion of the revaluation of the

capital interest in Bovemij N.V. to fair value. Changes to the revaluation reserve are made if and when an external

valuation expert, appointed by Bovemij N.V., performs the annual valuation of the certificates of shares in the

capital of Bovemij N.V. The shares repurchased and held in treasury have been deducted from the other reserves.

During the financial year, PB Holding N.V. repurchased 72,914 shares. As of December 31, 2024, PBH holds

575,000 treasury shares.

capital

premium

Other

reserves

Revaluation

reserves

Profit for

the period

Total

Balance at January 1, 2024

593

32,448

(24,164)

10,877

(2,565)

17,189

Profit after tax

(384)

Profit allocation

(2,590)

2,565

Share repurchases

(212)

Balance at December 31, 2024

593

32,448

(24,351)

8,287

(384)

16,593

capital

premium

Other

reserves

Revaluation

reserves

Profit for

the period

Total

Balance at January 1, 2023

593

32,448

(24,164)

10,877

756

20,510

Profit after tax

(2,565)

Profit allocation

756

(756)

Share repurchases

(756)

Balance at December 31, 2023

593

32,448

(24,164)

10,877

(2,565)

17,189

15. Creditors

Creditors represent liabilities for services and goods provided to the Company prior to the end of the financial

year which are unpaid. Creditors are initially recognized at fair value.

16. Other liabilities

Accrued expenses primarily represent cost accruals for goods and services received but which are yet to be

invoiced. Furthermore, the other liabilities include the VAT receivable anticipated to be collected.

17. Cash Flow Statement

The cash flow statement provides an explanation of the changes in cash and cash equivalents. When preparing

this statement, a comparison between the opening and closing balance sheets is used as a starting point.

Subsequently, changes that do not result in a cash flow—such as acquisitions and impairment charges—are

eliminated. Changes in working capital can largely be derived from the overview of changes in the relevant balance

sheet items, taking into account movements resulting from acquired and/or divested companies.

18. Management of Risks

This section summarizes the approach of PB Holding N.V. to managing risks. It covers the key financial

instruments, associated risks, and the company’s policy to ensure financial stability and support long-term

sustainable value creation for its stakeholders.

18.3 Financial and liquidity risks

Following the sale of Stern Facilitair B.V. to Hedin Mobility Group AB, the objectives, policy, and processes

regarding capital management was adjusted. The company monitors its capital and cash position by maintaining a

liquidity balance sufficient to cover the company’s costs and expenses through at least the end of 2025. To maintain

a healthy balance sheet and support the company’s strategy, aiming to generate long-term sustainable capital

appreciation, the Management Board may be required to issue new shares or enter into additional loan agreements.

18.4 Financial instruments and risk policy

The main financial instruments of PB Holding N.V. are its cash and cash equivalents, and the held certificates of

shares in the capital of Bovemij N.V. Other financial instruments such as receivables and payables directly arise

from the business operation. The Management Board believes that the company bears no interest rate risk and/or

credit risk from the receivables. However, it accepts the risks attached involved with holding certificates of shares

in the capital of Bovemij N.V., an illiquid financial asset. An illiquid financial asset may pose valuation uncertainty

and limited possibility to exit the position. The Management Board, supported by the Supervisory Board and the

company’s shareholders,

18.5 Liquidity Risk

In 2024, PB Holding N.V. managed its liquidity through two banking institutions: ABN Amro N.V. and ING Bank

N.V. These are standard current accounts with no credit limits. After the balance date, PB Holding N.V. obtained a

revolving credit facility of €300 thousand from the Handelsbanken to increase its liquidity position. The absence of

cash-generating units from which income is derived and/or visibility on dividends from Bovemij N.V. poses a risk to

the liquidity position of the company given the presence of ongoing costs related to the listing and management of

PB Holding N.V. All financial liabilities recognized in the Balance Sheet are repayable within one year.

18.6 Credit Risk

Credit risk is the risk of financial loss to the Company if a client or counterparty fails to meet its contractual

obligations to repay the Company in accordance with agreed terms. Our credit risks arise primarily through our

exposure on investment income receivables from Bovemij N.V. The Company does not provide any credit facilities

and is therefore not exposed to associated credit risks.

18.7 Impairments

PB Holding N.V. uses the simplified approach to determine lifetime expected credit losses for receivables. This is

based on actual credit loss experience over the recent past and future expectations The Company’s other

receivables are short term and do not contain significant financing components. Additionally, the Company

considers the likelihood of default to be low on cash and cash equivalents which are held across highly graded

commercial banks (ING Bank N.V. and ABN Amro N.V.). The Company therefore does not recognize Expected

Credit Losses (“ECL”) against cash and cash equivalents.

19. Related party transactions

PB Holding N.V. has related party transactions with its shareholders and members of the Management Board:

Merel Investments B.V. is the personal holding company of Mr. H.H van der Kwast, sole member of the

Management Board of PB Holding N.V. during 2024. Mr. Van der Kwast indirectly owned 725,000 shares in the

capital of PB Holding N.V. from 1 January 2024 until 16 October 2024. During 2024, Merel Investments B.V.

invoiced and paid €96.8 thousand for rendered management services in line with the remuneration policy, €24.2

thousand for rendered administrative services approved by former members of the Supervisory Board (Mrs.

Sanders and Mr. Nielen), €3.1 thousand for office costs and €329 for a dinner with ER Capital N.V. Separately, on

18 February 2025, Merel Investments B.V. invoiced and was paid an additional €9.7 thousand related to telephone

costs, general and administrative costs, IT-costs, and travel and accommodation costs incurred, which were

included in the financial statements for 2024.

In addition, former members of the Supervisory Board, Mrs. Sanders and Mr. Nielen, invoiced and were paid €15

thousand each through their respective companies.

The Management Board has reviewed all related party transactions and considers them to have been conducted

in the ordinary course of business and at arm’s length terms.

20. Remuneration Management Board and Supervisory Board

In 2024, PB Holding N.V. paid a management fee for the services rendered by its director, Mr. H.H. van der Kwast.

The remuneration of the Management Board was adopted at the General Meeting on May 12, 2022. The fixed

annual fee amounts to €40,000 (ex VAT) is invoiced quarterly. In deviation of the Remuneration Policy, the

Management Board proposed to the General Meeting to increase its remuneration from €40.000 to €80.000 (ex

VAT) for the financial year 2024. The proposal was adopted by the General Meeting on 3 December 2024.

Ownership of Shares by the Management, end of the year

2024

2023

Mr. Van der Kwast (via Merel Investments B.V.)

725,000

Supervisory Board remuneration (€)

2024

2023

M.E.P Sanders (1 January – 1 September)

15,000

20,000

P.P.M Nielen (1 January – 1 September)

15,000

20,000

Total

30,000

40,000

21. Subsequent events

On 4 November 2024, the Company announced that the Company had reached a conditional agreement with

Nafimij B.V. on an intended recommended public offer for all issued and outstanding shares in the capital of the

Company (excluding treasury shares held by the Company) for € 3.00 per share. On 6 January 2025, the Company

and Nafimij B.V. announced the launch of the recommended public offer for all issued and outstanding shares. In

addition, on 6 January 2025, the Company launched its position statement on the public offer, which was discussed

during the General Meeting on 19 February 2025. During the EGM of 19 February 2025, it was resolved that upon

settlement of the public offer, Mrs. Klep and Mr. Niessen were appointed to the Supervisory Board, that Mr.

Admiraal was appointed sole member of the Management Board and Mr. Van der Kwast resigned from the

Management Board. On 4 March 2025, Nafimij B.V. declared the public offer unconditional. The public offer was

settled on 7 March 2025.

On 3 March 2025, the Company announced the 575,000 shares held in treasury were cancelled [ingetrokken], and

that it had signed a conditional agreement with Handelsbanken to provide PB Holding N.V. a revolving credit facility

of € 300 thousand, for which Mont Cervin S.à r.l. had provided a guarantee.

On 26 March 2025, PB Holding N.V. announced the appointment of BDO Audit & Assurance B.V. for the audit of

the financial year 2024.

On 31 March 2025, PB Holding N.V. attended a meeting of holders of certificates in the capital of Bovemij N.V.

organized by BOVAG. The BOVAG provided the attendees an update on its intention to sell a minority stake in the

capital of Bovemij N.V., Project Vaals. The BOVAG has requested interested parties to make Non-Binding Offers

before the end of April, 2025 and anticipates to present an offer to certificate holders in due course of 2025. The

Management Board, under close supervision of the Supervisory Board, will actively monitor Project Vaals, and

where possible, enter into dialogues with relevant stakeholders to optimize its interest in Bovemij N.V.

Rotterdam, 30 April 2025

Management Board

Supervisory Board

T.R.F. Admiraal

S. Klep

J.G.H.M. Niessen

6. Other Information

6.1 Statutory Profit Appropriation

Article 35(1) of the by-laws:

The Management Board shall, with the approval of the Supervisory Board, reserve such amounts from the profit

as it deems necessary.

To the extent that the profit is not reserved in accordance with the preceding sentence, it shall be at the disposal

of the General Meeting, either wholly or partially, for distribution to the shareholders in proportion to their

shareholding. The Company may only make distributions to shareholders and other parties entitled to distributable

profits to the extent that its equity exceeds the sum of the paid-up and called-up part of the capital, increased by

the reserves required by law to be maintained.

Article 36 of the by-laws:

Article 36.1: Profit distributions are payable four weeks after their adoption, unless the General Meeting, upon

proposal by the Management Board, determines another date.

Article 36.2: Profit distributions that are not collected within five years after becoming payable shall revert to the

Company.

Article 36.3: Resolutions of the General Meeting to fully or partially release reserves require the approval of the

Management Board and the Supervisory Board, without prejudice to the provisions of paragraph 6.

Article 36.4: The Management Board may, with prior approval of the Supervisory Board, declare an interim profit

distribution, in accordance with the provisions of Article 2:105 of the Dutch Civil Code.

Article 36.5: The General Meeting may, upon proposal of the Management Board and with the prior approval of

the Supervisory Board, resolve that profit distributions on shares be made wholly or partly in the form of shares in

the capital of the Company.

Article 36.6: A deficit may only be charged against the reserves prescribed by law to the extent permitted by law.

Independent auditor’s report

To: the shareholders and supervisory board of PB Holding N.V.

Report on the audit of the financial statements 2024 included in the annual

report

Our opinion

We have audited the financial statements 2024 of PB Holding N.V. (“the Company”) based in Amsterdam.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of

PB Holding 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: the statement of income, the statement of comprehensive income,

changes in equity and cash flows; and

3. the notes comprising material accounting policy information and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our

responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the

financial statements’ section of our report.

We are independent of PB Holding 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

opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole and in

forming our opinion thereon. The following information in support of our opinion was addressed in this

context, and we do not provide a separate opinion or conclusion on these matters.

PAGE 2 OF 8

Materiality

Based on our professional judgement we determined the materiality for the financial statements as a

whole at € 331.000. The materiality is based on a benchmark relevant to financial holding companies,

whereby stakeholders largely focus on the net assets We have set the materiality at 2% of net assets as at

31 December 2024. 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 € 16.550, 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 approach going concern

As explained in the section “Control and responsibility statement” and in the section “Going Concern” of

the report of the management board, the management board has carried out a going concern assessment

for the period of at least 12 months from the preparation of the financial statements. The management

board has identified the limited liquidity position as an events and/or circumstance that may give rise to

significant uncertainty about the Company’s ability to continue as a going concern but have concluded

that no material uncertainty exists. The management board concluded that this may not cause reasonable

doubt on the entity's ability to continue as a going concern (hereinafter: ‘going concern risks’).

Our procedures to evaluate the going concern assessment of the management board include:

u We reviewed the plans and financial forecast of the management board.

u We determined the impact of the results of the audit procedures performed on the valuation of

certificates of shares in the capital of Bovemij N.V. on the ability of the Company to generate positive

investment results.

u We analysed the financial statements for any indicators of financial distress by reviewing any

significant changes in the financial position, key ratios and cash flows.

u We examined relevant news articles and publicly available information on macroeconomic updates,

industry developments and company-specific events that would have potential adverse effect on the

performance and financial position of the Company.

u We obtained information from the management board about its knowledge of going concern risks

beyond the period covered by their going concern assessment.

Our audit procedures did not reveal any information that conflicts with the management board's

assumptions and the going concern assumption used.

Audit approach fraud risks and non-compliance with laws and regulations

We identified and assessed the risks of material misstatements of the financial statements due to fraud

and non-compliance with laws and regulations. During our audit we obtained an understanding of the

Company and its environment and the components of the system of internal control, including the risk

assessment process and management board’s process for responding to the fraud risks and monitoring the

system of internal control and how the supervisory board exercises oversight, as well as the results

thereof. We refer to the section Risks and Risk management of the report of the management board.

As part of our audit, we have gained insights into the Company and its business environment, and assessed

the design and implementation of the Company's risk management in relation to fraud and non-

compliance. Our procedures included, among other things, assessing the Code of

Conduct and the whistleblower policy and its procedures to investigate indications of possible fraud and

non-compliance. We concluded that during 2024 the management board has not specifically spent time on

PAGE 3 OF 8

fraud risk and/or corruption risk, nor has the Management Board formulated particular policies on fraud

and/or corruption.

Furthermore, we performed relevant inquiries with the management board and the supervisory board and

included correspondence with relevant supervisory authorities and reguIators in our evaIuation.

As part of our process of identifying risks of material misstatements of the financial statements due to

fraud, we evaluated fraud risk factors with respect to fraudulent financial reporting, misappropriation of

assets and bribery and corruption. We evaluated whether these fraud risk factors indicate that a risk of

material misstatement due fraud is present.

We incorporated elements of unpredictability in our audit. We also considered the outcome of our other

audit procedures and evaluated whether any findings were indicative of fraud or non-compliance.

We considered available information and requested information from the management board and the

supervisory board. This did not lead to indications for fraud potentially resulting in material

misstatements. In addition, we have been informed that there have been no (suspicions of) fraud within

the organization.

The fraud risks identified by us and the specific procedures performed are as follows:

THE RISK OF MANAGEMENT OVERRIDE OF CONTROLS

Description:

Management is in a unique position to perpetrate fraud because management

is able to manipulate accounting records and prepare fraudulent financial

statements by overriding controls that otherwise appear to be operating

effectively. Therefore, we pay attention to the risk of breaching internal

control measures by the management in all our audits regarding:

u Journal entries and other adjustments made during the preparation of the

financial statements.

u Significant transactions outside the scope of normal business operations.

For the risk related to significant estimates, we refer to the risk related to

the valuation of certificates of shares in the capital of Bovemij N.V.

Our audit approach

and observations:

We have:

u Evaluated the design and existence of internal control measures in the

processes for generating and processing journal entries and making

estimates, based on the risk of breaching those processes.

u Selected journal entries based on risk criteria, such as year-end adjusting

entries, and performed audit procedures on them, also paying attention to

significant transactions outside normal business operations.

Our procedures did not result in specific indications of fraud or suspicion of

fraud related to the breaching of internal control measures by the

management board.

PAGE 4 OF 8

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 matter to the supervisory board.

The key audit matter is not a comprehensive reflection of all matters discussed.

VALUATION OF INTEREST IN BOVEMIJ N.V.

Description:

PB Holding N.V. holds 515.000 Bovemij certificates. The depositary receipts

are measured at fair value. These depository receipts can only be traded

through the regulated, internal market between those who are part of the

closed group with access to that market. There is no active market, so the

interest in Bovemij N.V. in the balance sheet as at 31 December 2024 is

valued on the basis of the most recent valuation commissioned by the

management of Bovemij N.V. per 1 March 2024 and the management board of

PB Holding N.V. valuation assessment of 31 December 2024.

Once a year, the valuation and pricing of the certificates is determined by an

independent external valuation expert on behalf of Bovemij N.V. and Stichting

Administratiekantoor Bovemij. The most recent pricing was made public at

the shareholders' meeting of Bovemij N.V. in April 2024. This is the price used

by PB Holding N.V. for the valuation of the depositary receipts as at 31

December 2024.

The independent external valuation expert determined the value and price

determination on the basis of the dividend discount method and a valuation

method based on market multiples of comparable European listed companies.

Due to the wind-down of Bovemij N.V.'s financing activities, 100% of the

financing activities are valued at the dividend discount method. The external

valuation expert applied a 20% discount to the value thus determined for

limited control of the minority share of the depositary receipt holders.

The valuation is influenced by, among other things, Bovemij N.V.’s

assumptions regarding the expected operating result and cash flows, and by

other assumptions, such as the discount rate, the long-term growth rate and

the valuation multiples. Adjustments to these estimates and assumptions may

result in material differences. In addition, we take into account the risk that

the management board deliberately deviates from the valuation as

determined by the independent external valuation expert. Given this risk and

the inherent subjectivity of the valuation, we recognise the valuation of the

interest in Bovemij N.V. as a key audit matter.

We refer to the accounting policies under “Summary of significant accounting

policies” and note 3 “Value changes of financial fixed assets and Other

financial assets” in the notes to the financial statements.

Our audit approach:

Our audit procedures on the measurement of the interest in Bovemij N.V.

include a review of the adequacy of the Company's accounting policies in

accordance with IFRS 9 'Financial Instruments' and IFRS 13 'Fair Value

Measurement'. We have also assessed whether the assumptions and methods

PAGE 5 OF 8

used to determine estimates are appropriate and have been applied

consistently.

We have also carried out the following activities:

u We have reviewed the accounting policy.

u We have established that after the completion of Bovemij's certificate

buyback program in May 2022, only fractional trading was done in Bovemij

N.V.'s depositary receipts and therefore there is no active market.

u We have established that the price as used by PB Holding N.V. corresponds

to the most recent price calculated by the independent external valuation

expert. We have taken note of the valuation report and have established

that the valuation method(s) and assumptions used by the external

valuation expert are acceptable. The discount rate and valuation multiples

are derived from market data. The results of the dividend discount method

and the market multiples method were analysed and combined to arrive at

the valuation used.

u Specifically with regard to the applied 20% discount on the calculated

value, we have determined that this percentage is consistent with previous

years and was used in the most recent buyback program of Bovemij N.V. in

2022.

u Our internal valuation experts reviewed the valuation made by PB Holding

and reviewed the assumptions used.

u We have tested the policies and assumptions used, as stated on pages 21

and 23 of the financial statements and the related notes on page 27

against the requirements of IFRS 9 and IFRS 13.

Report on the other information included in the annual report

In addition to the financial statements and our auditor’s report thereon, the annual report contains other

information that consists of:

u Highlights and Financial Calendar

u Report of the Management Board

u Report of the Supervisory Board

u The PBH Share

u Renumeration Policy

u other information as required by Part 9 of Book 2 of the Dutch Civil Code;

Based on the following procedures performed, we conclude that the other information:

u is consistent with the financial statements and does not contain material misstatements;

u contains all the information regarding the report of the management board and the other information

as required by Part 9 of Book 2 of the Dutch Civil Code as well as the information as required by

Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code for the remuneration report.

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.

PAGE 6 OF 8

By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b

sub-Section 7 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.

The management board is responsible for the preparation of the other information, including the report of

the management board 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. The management board is also responsible for the

preparation of the remuneration report in accordance with Sections 2:135b and 2:145 sub-Section 2 of the

Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Engagement

We were engaged by the supervisory board as auditor of PB Holding N.V. on 26 March 2025, as of the audit

for the year 2024 and have operated as statutory auditor for the first time that financial year.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on

specific requirements regarding statutory audit of public-interest entities.

European Single Electronic Format (ESEF)

PB Holding N.V. has prepared its annual report in ESEF. The requirements for this are set out in the

Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of

a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion the annual report prepared in XHTML-format, including the financial statements of PB

Holding N.V., has been prepared in all material respects with the RTS on ESEF.

The management board is responsible for preparing the annual report, including the financial statements,

in accordance with the RTS on ESEF.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report complies

with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch Standard 3950N 'Assurance-

opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordings-

document' (assurance engagements relating to compliance with criteria for digital reporting).

Our examination included amongst others:

Ø obtaining an understanding of the entity's financial reporting process, including the preparation of

the annual financial report in XHTML-format;

Ø identifying and assessing the risks that the annual report does not comply in all material respects

with the RTS on ESEF and designing and performing further assurance procedures responsive to

those risks to provide a basis for our opinion, including examining whether the annual financial

report in XHTML-format is in accordance with the RTS on ESEF.

Description of responsibilities regarding the financial statements

Responsibilities of the management board and the supervisory board for the financial statements

PAGE 7 OF 8

The management board 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.

The management board is responsible for such internal control as the management board 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, the management board is responsible for assessing

the Company’s ability to continue as a going concern. Based on the financial reporting frameworks

mentioned, the management board should prepare the financial statements using the going concern basis

of accounting, unless the management board either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so.

The management board 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

and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not

detect all material 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:

u 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;

u 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 entity’s internal control;

u evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the management board;

u concluding on the appropriateness of the management board’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 entity’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

PAGE 8 OF 8

date of our auditor’s report. However, future events or conditions may cause a company to cease to

continue as a going concern;

u evaluating the overall presentation, structure and content of the financial statements, including the

disclosures; and

u evaluating whether the financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

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.

Amstelveen, 30 April 2025

For and on behalf of BDO Audit & Assurance B.V.,

drs. M.F. Meijer RA