ADS Maritime Holding

Quarterly Report • May 22, 2024

FIRST QUARTER 2024 REPORT

ADS Maritime Holding Plc ("The Company" or "ADSMH") is a shipping investment company established in 2018 and listed on the Euronext Growth Oslo Stock Exchange with the ticker symbol "ADS". The Company focuses on making counter-cyclical investments within the maritime sector. A typical investment can be ownership of 10% - 25% of a shipping project, whereby the Company also earns fees through various roles such as Arrangement fees, Business Management fees and Commercial Management fees. Should the opportunity arise for a larger investment that is attractive and fits the strategy, the Company will seek to raise external debt and/or equity to fund such growth. Furthermore, ADSMH is also open to investing in other financial instruments within the maritime sector.

The investments

During the first quarter of 2024, the Company's investment portfolio has consisted of the following investments:

1. Profit and Loss Sharing Agreement ("PLSA") – subscribed for 20% interest in VLCC

In April 2022, ADSMH entered into PLSA for a 20% interest in the VLCC "FPMC C Melody" (built 2011) which is trading in Navig8 VL8 pool. The VLCC PLSA was firm until May 2023 with an option period of 12 months until May 2024, which was declared in March 2023. Further it has in April 2024 been agreed to extend the contract for additional 2 months ending approx. 5th August 2024. If the pool earnings related to the vessel are higher than the charter rate guaranteed to the vessel owner, ADSMH receives its 20% share of the surplus. Similarly, ADSMH will be liable to pay the vessel owner its share of the shortfall below the guaranteed charter rate, should the pool earnings fall below this threshold. During Q1 2024, the market for VLCCs has been favorable, resulting in solid cash flow to ADSMH from this investment.

1. Profit and Loss Sharing Agreement ("PLSA") - subscribed for 20% interest in MR tanker

In May 2022, ADSMH entered into a PLSA for a 20% interest in the MR tanker "Ayoe" (built 2020) which is trading in Navig8 ECO MR pool. The MR tanker PLSA is firm for 36 months until June 2025. As for the VLCC PLSA, if the pool earnings related to the vessel are higher than the charter rate guaranteed to the vessel owner, ADSMH receives its 20% share of the surplus. Similarly, ADSMH will be liable to pay the vessel owner its share of the shortfall below the guaranteed charter rate, should the pool earnings fall below this threshold. During Q1 2024, the market for MR tankers has been favorable, resulting in solid cash flow to ADSMH from this investment.

3. AET Sea Shuttle AS ("AET") – investment in shuttle tankers

In June 2022, the Company acquired a 5% shareholding in AET Sea Shuttle AS and AET Sea Shuttle II AS, the owners of 4 modern shuttle tankers (of which two are built in 2015 and two in 2019) operating in the North Sea, mainly on long term charters to Equinor. During Q1 2024, the Company has not received dividend from the AET investment.

4. United Overseas Products AS ("UOP") - investments in MR tankers

In October 2022, ADS acquired a 10% shareholding in UOP, which owns the MR tanker vessels "UOG Oslo" (built 2010) and "UOG Sparta" (built 2009). In addition to the ownership of the vessels, the Company is also acting as Disponent Owner for the project. No dividends have been distributed to the

shareholders in Q1-2024. UOP has decided to sell UOG Sparta and MOA (Memorandum of Agreement) with buyer was signed in Q1-2024. The vessel will be delivered to the buyer pre-drydocking in May-2024. UOP has estimated a small profit from the sale.

5. ParDive Subsea AS ("ParDive") - investment in Dive Support Vessel

In March 2023, the Company acquired a 10% shareholding in ParDive Subsea AS, the owner of the Dive Support Vessel "Southern Star" (built 2017) and will act as Commercial Manager with primary responsibility for following up the shipowning company's activities related to the vessel and its employment. The Company has received USD 177.500,- in capital repayment from the investment in Q1- 2024.

6. Golden Ocean Group Ltd ("GOGL") – share acquisition in listed shipowning bulk carrier

On 6 June 2023, the Company acquired 130.000 shares in Golden Ocean Group (ticker "GOGL" on Oslo Stock Exchange) at market terms of NOK 84,222 per share. 45.000 shares have been sold during Q1- 2024 with profit. The Company has received USD 25.185,- in dividend from the investment in Q1-2024.

Financial results

Since the Company does not hold any controlling interest in the various shipowning companies it is invested in, the vessel's revenue and operational expenditures are not consolidated in the Profit and Loss statement. In general, the Company's investments will therefore be reflected in the Profit and Loss statement in the following way:

• 1. Revenue typically consists of dividends received and various management fees.
• 1. Both the direct shipping investments (AET, UOP and ParDive), the PLSA agreements for two vessels and the GOGL shares are categorized as financial assets. Fair value assessments are made regularly for all investments, and any change in the fair value will be categorized in Net finance.

In Q1 2024, the Company reports revenue of USD 66k, which compares to USD 176k in the same period last year. This is mostly due to less dividend received in Q1-2024. Main part of the revenue was dividend received and management fees. Total operating expenses during the quarter were USD 267k, compared to USD 320k in Q1 2023. This is mainly due to timing effects in Q1-2023.

Finance cost of USD 250k compares to USD 156k in Q1 2023 and is related to foreign exchange. Finance income of USD 784k, compared to USD 436k in Q1 2023. This is mostly relating to the fair value assessment of the investments.

Profit before tax was USD 332k in Q1 2024, compared to USD 136k in the same period last year.

The Company holds total assets of USD 32,235 mill, of which USD 10,937 mill is cash and cash equivalents. Total equity is USD 20,281 mill or 62,9% of total assets.

Total cash and cash equivalents increased by USD 1,014 mill to USD 10,937 mill during the quarter. There were no new investments in Q1 2024, meaning that the underlying cash flow from operations and existing investments was positive with USD 1,014 mill.

Risk factors

The Company is exposed to several segments within the shipping industry, all of which are exposed to various types of risks. For further details on the risk factors the company is exposed to, please see note 3 of the 2023 Annual Report.

Interim consolidated statement of comprehensive income

(In thousands of USD) Note	2024 01.01-31.03	2023 01.01-31-03	2023 01.01-31.12
Revenue
Other income	66	176	1 358
Total revenue	66	176	1 358
Operating expenses
Personnel cost	(134)	(231)	(707)
General & administrative costs	(119)	(75)	(500)
Depreciation	(4)	(14)	(55)
Total operating expenses	(267)	(320)	(1 262)
Operating profit	(201)	(144)	96
Finance cost	(250)	(156)	4 217
Finance income	784	436	(614)
Profit before tax	332	136	3 700
Income tax
Profit after tax and total comprehensive income	332	136	3 700
(In USD)
Earnings per share attributable to equity holders
- Basic and diluted	0,005	0,002	0,05

Interim consolidated statement of financial position

	At end of
(In thousands of USD)	Note	2024 31.03	2023 31.03	2023 31.12
Assets
Non-current assets
Right of use assets		295	342	329
Financial assets at fair value through profit and loss		19 287	19 392	18 562
Other non-currents assets		549	545	549
Total non-current assets		20 131	20 279	19 441
Current assets
Financial assets at fair value through profit and loss-current		20	586	1 679
Other current assets		1 147	1 033	958
Cash and cash equivalents		10 937	5 977	9 923
Total current assets		12 104	7 593	12 559
Total assets		32 235	27 875	32 001
Equity and liabilities
Equity
Issued share capital		14 202	14 202	14 202
Share premium		207	207	207
Other issued share capital		410	410	410
Retained earnings		5 462	1 630	5 280
Total equity		20 281	16 448	20 098
Non-current liabilities
Lease liability		258	299	288
Long term loan		11 260	10 701	11 120
Total non-current liabilities		11 519	11 427	11 409
Current liabilities
Lease liability		48	45	51
Other current liabilities		152	273	339
Trade payables		236	109	104
Total current liabilities		436	427	493
Total liabilities		11 954	11 427	11 902
Total equity and liabilities		32 235	27 875	32 001

Interim consolidated statement of cash flows

(In thousands of USD)	2024 01.01-31.03	2023 01.01-31.03	2023 01.01-31.12
Cash flow from operating activities
Profit for the period	332	136	3 700
Adjustment for non-operating cash flow items
Depreciation	14	14	55
Impairment		-
Fair value adjustment	(492)	(251)	(3 582
Dividend received	(25)		(1 160)
Interest expense	145	146	581
Interest income	(143)	(37)	(467)
Operating cash flow before working capital items	(168)	(142)	(874)
Working capital movements	(244)	(427)	98
Total operating cashflow	(412)	(571)	(776)
Cash flow from investing activities
Investment in subsidiaries
Investment in financial assets at fair value	474	(6 484)	(7 520)
Sale of investments in financial assets at fair value			2 358
Repayment on financial assets at fair value	176		2 449
Dividend and capital received	655	998	1 160
Total cash flows used in investing activities	1 305	5 486	(1 553)
Cash flow from financing activities
Proceeds from share issue
Proceeds from loan
Lease payment	(17)	(14)	(67)
Interest paid
Interest received		37	467
Decrease/(increase) in restricted cash
Dividends and capital paid
Total cash flow from financing activities	(17)	23	400
Effect of foreign currency revaluation on cash	138	45	(115)
Net increase in cash and cash equivalents	1 014	(5 989)	(2 044)
Cash and cash equivalents at beginning of period	9 923	11 966	11 966
Cash and cash equivalents at end of period	10 937	5 977	9 923

(In thousands of USD apart from number of shares)	Number of shares	Issued share capital	Share premium	Other issued share capital	Retained earnings	Total equity
Balance at 1 January 2023	71 009 348	14 202	207	410	1 696	16 514
Total comprehensive income for the period	-	-			3 700	3 700
Currency translation and other effects					(116)	(116)
Balance at 31 December 2023	71 009 348	14 202	207	410	5 280	20 098
Total comprehensive income for the period					332	332
Currency translation and other effects					(150)	(150)
Balance at 31 March 2024	71 009 348	14 202	207	410	5 462	20 281

Interim consolidated statement of changes in equity

At 31 March 2024 the nominal value of the Company's authorized share capital is USD 1,000 million, consisting of 5,000,000,000 shares of par value USD 0.20 each, of which the Company has issued 71 009 348 shares with total share capital USD 14.2 million.

Notes to the interim consolidated financial statements

1. General information

These interim unaudited consolidated financial statements of ADS Maritime Holding Plc ("ADS Maritime Holding" or the "Company") were authorized for issue in accordance with a resolution of the Board of Directors passed on 21 May 2024.

ADS Maritime Holding Plc is a public limited company listed on the Euronext Growth at the Oslo Stock Exchange.

The Company is incorporated in Cyprus and the address of its registered office is OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Cyprus. The Company is domiciled in Cyprus and has Norwegian subsidiaries based in Arendal, Norway. The principal activities of the Company are shipping investments.

2. Significant accounting policies

2.1. Basis of preparation

These interim financial statements are prepared in accordance with IAS 34 Interim financial reporting as issued by the International Accounting Standards Board (IASB) and as adopted by the EU. The interim financial statements do not include all the information and disclosures required by International Financial Reporting Standards (IFRS) for a complete set of financial statements.

The accounting principles applied by the Company in these interim consolidated financial statements are consistent with those applied in the audited annual consolidated financial statements for the year ended 31 December 2023 unless otherwise stated below. Please refer to Note 2 Significant accounting policies in the 2023 Annual Report for information on the Company's accounting policies.