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MPC Münchmeyer Petersen Capital AG

Annual Report Apr 4, 2025

5424_rns_2025-04-04_ed331bfb-2517-4eb8-96d1-05e4bfacb0c7.pdf

Annual Report

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ANNUAL REPORT 2024

WE ARE MPC CAPITAL

MPC Capital is a global investment and asset manager focused on maritime and energy infrastructure projects. We initiate, structure and place investment solutions for institutional investors, provide commercial and technical management services throughout the entire investment cycle and typically act as co-investor.

We are characterised by tailor-made investment structures, excellent project access and integrated asset management expertise.

With over 300 employees globally, MPC Capital manages a total of EUR 5.1bn Assets under Management (AuM).

We are a stock-listed company since 2000, actively contribute to financing energy transition activities and thus contribute to global climate targets.

MPC Capital Group – Key figures

EUR '000 2024 2023
Result
Revenue 43,033 37,948
Earnings before taxes (EBT) 24,508 19,301
Consolidated earnings 20,955 16,860
Balance Sheet
Total assets 161,387 152,077
Financial assets 84,073 56,022
Liquidity1 33,218 61,140
Equity 130,690 129,522
Equity ratio 81.0 % 85.2 %
Shares
Earnings per share (€) 0.48 0.37
Dividend per share (€)
2
0.27 0.27
Employees
Average for the year (proportional)
3
231 169
Average for the year (total)
3
316 209

1 Cash in hand and bank balances.

2 2024: Dividend proposal.

3 Of the 231 employees reported, 85 are employed by proportionately consolidated joint venture companies. On a non-proportionate basis, the MPC Capital Group has 316 employees.

Investment volume

Contents

VISION & PURPOSE

Ships, wind farms, as well as solar parks,

are essential assets to address the challenges of societal change and the energy transition. The investment needed to achieve global climate goals is immense.

MPC Capital initiates and structures projects in the maritime and energy infrastructure sectors together with its partners. With our integrated "owner-operator" approach, we contribute not only our own capital but also our deep operational expertise.

Our Vision

Leading entrepreneurial partner for real asset investments – with respect for the world we live in.

As a global investment manager and operator of maritime and energy infrastructure we initiate and manage innovative investment solutions with strong returns. Our aim is to be the best possible partner for our investors. We want to use our entrepreneurial mindset in order to seize opportunities and market chances. In this way, we want to create the opportunity for our investors not only to achieve outstanding returns, but also to participate in the megatrends of the future and to play an active role in shaping them. Sustainability is a very important issue for us in all areas and we strive to continuously review and optimise not only our investment solutions, but also our market activities and our actions as a company with regard to sustainability. In this way, we want to actively assume responsibility for the world we live in.

Our Purpose

Passionate about projects. Committed to our partners. Creating value.

The enthusiasm, long-standing expertise and commitment of our employees, as well as our enthusiasm for projects in the maritime and energy infrastructure markets drive us and distinguish our company. Our partnership with employees, clients, service providers, shareholders and other partners is rooted in our values and in the mindful and respectful way in which we want to do business. Only together with our partners can we master the challenges of our time and create sustainable value for our investors.

LETTER TO THE SHAREHOLDERS

DEAR SHAREHOLDERS,

We are pleased to present another strong financial year 2024, during which we have significantly refined our business model and focused on sustainable profitable growth.

Despite macroeconomic and geopolitical challenges, 2024 was an excellent year for MPC Capital, marked by solid revenue growth and strong returns from our co-investment portfolio. The expansion of our assets under management and improved profitability confirm the effectiveness of our strategy and underscore our ambitious growth targets.

Over the past year, we have taken a number of strategic steps to develop our established business activities and enter new growth areas. These include our successful entry into the offshore service vessel segment and targeted M&A activities to expand our maritime services business.

In this respects we would like to highlight the following key developments:

Refined strategy: With the release of our half-year results, we have presented a refined strategy that solely focuses entirely on the maritime and energy infrastructure segments. In both segments, MPC Capital has already been successful since decades. Against the backdrop of structural megatrends such as decarbonization and the expansion of critical infrastructure, we see significant growth opportunities going forward. Focusing on two core platforms within the Maritime and Energy Infrastructure sectors enables us to better exploit this potential.

Continuing our growth trajectory: Having grown our assets under management by an average run-rate of 12% p.a. over the past years, we were able to increase total AuM by 24% to EUR 5.1 billion in 2024. In this context, our recurring management fees increased by 14 %. At the same time, transaction fees remained stable.

Sustainable returns from co-investments: We significantly expanded our co-investment portfolio, generating sustainable returns. On this basis, we achieved a strong pre-tax result of EUR 24.5 million in 2024, which corresponds to a disproportionate increase of 27 %.

Highly profitable and resilient business model: Based on high earnings visibility, we expect to remain on a growth trajectory in terms of both revenues and earnings. We expect to increase our revenues to a range of EUR 43 million to EUR 47 million and our EBT to a range of EUR 25 million to EUR 30 million in 2025, reflecting our resilient business model, solid earnings visibility and growth ambitions.

Efficient capital allocation: With an equity ratio of 81 % and net cash of EUR 30 million, we continue to pursue our strategic goals on a highly solid financial basis. As part of our disciplined approach to capital allocation, we will continue to balance pursuing attractive growth opportunities and the distribution of generated profits to our fellow shareholders. We are therefore pleased propose a dividend of EUR 27 cents per share to the Annual General Meeting, which corresponds to a payout ratio of 57 % of the net profit generated in 2024.

MPC Capital has made significant progress in recent years, establishing itself as a profitable investment and asset management company focused on maritime and energy infrastructure. Our company follows an "owner-operator" approach and actively supports the initiated strategies as co-investor. The sustainable development of our assets under management, combined with disproportionately high earnings growth, shows that our refined strategy is taking effect.

Since the end of 2024, we have been backed by our new anchor shareholder, Thalvora Holdings GmbH, who fully supports our strategic direction. Our former anchor shareholder, MPC Münchmeyer Petersen & Co. GmbH, has accompanied and supported the MPC Capital Group as a strategic partner since its foundation in 1994. Now, as we enter the next phase of our company 's development, we look forward to shaping the future alongside our new partner.

We would like to express our sincere heartfelt thank-you to all our employees, whose dedication has once again contributed to the positive development of our group. We would also like to thank you, our shareholders, for yourtrust and support. We look forward to taking the next steps on our journey together with you.

With best regards

Constantin Baack, CEO Dr Philipp Lauenstein, CFO Christian Schwenkenbecher, CCO

Constantin Baack

Chief Executive Officer (CEO)

Constantin Baack has been a member of the Management Board of MPC Capital AG since April 2015 and was appointed Chairman of the Management Board in June 2024. He has worked for MPC Capital in various management positions since 2008 and was responsible, among other things, for the expansion of the maritime services business and the initiation and implementation of numerous investment structures and companies – in particular MPC Container Ships ASA, where he has also been CEO since its foundation in 2017.

Constantin Baack holds a Graduate Diploma and a Master 's degree in Economics from the University of Sydney and previously worked at Ernst & Young in Hamburg and Shanghai and at the shipping company Hamburg Süd in Sydney.

Dr Philipp Lauenstein

Chief Financial Officer (CFO)

Dr Philipp Lauenstein has been a member of the Management Board of MPC Capital AG since April 2018. He has held various specialist and management positions in the MPC Capital Group since 2016 and played a key role in the founding of MPC Container Ships ASA.

Philipp Lauenstein holds a Master 's degree in Business Administration from the University of Lund, Sweden, and a doctorate in economics. Before joining the MPC Capital Group, he worked for the Hamburg-based Reederei Nord Group and in management consulting with a focus on restructuring and corporate finance.

Christian Schwenkenbecher

Chief Client Officer (CCO)

Christian Schwenkenbecherjoined MPC Capital AG in 2022 as Head of Institutional Sales & Products and was appointed to the Management Board in June 2024. Prior to this, he held management positions at Hauck Aufhäuser Lampe Investment Banking in Hamburg and London, most recently as the bank 's Head of Equity Sales (UK).

Christian Schwenkenbecher holds a degree in business administration from the University of Cologne and the ESADE Business School in Barcelona, with a focus on energy economics and corporate finance.

REPORT OF THE SUPERVISORY BOARD

DEAR SHAREHOLDERS,

2024 was an extremely successful year for our company, both economically and financially. The expansion of the management platforms and solid transaction business led to an increase in revenue of around 13%. In addition,returns from the company 's co-investment portfolio continued to generate high additional income.

With earnings before taxes of EUR 24.5 million, the upper end of the forecast corridor of between EUR 23.0 million and EUR 25.0 million was achieved. On the basis of this positive development, the Supervisory Board is happy to follow the recommendation of the Management Board to propose a dividend of EUR 0.27 per share for the 2024 financial year at the Annual General Meeting on 13 June 2025.

The successes are the result of consistent further development of the company. In its new composition, the Management Board has launched a refined strategy with which MPC Capital will focus on the Maritime and Energy Infrastructure segments from now on. They represent two business areas that will benefit in particular from future investments in the energy transition and the decarbonization of global trade.

In its new composition consisting of Petros Panagiotidis, Petros Zavakopoulos and chaired by Ulf Holländer, the Supervisory Board is pleased to continue to support the company. With a new strong majority shareholder at its side, MPC Capital can continue to look to the future with optimism. The course has been set to build on previous successes with new projects and innovative ideas.

Personnel changes on the Management Board and Supervisory Board

Constantin Baack was appointed as the new Chairman of the Management Board with effect from the end of the Annual General Meeting on 13 June 2024. Constantin Baack has been with MPC Capital since 2008, including on the Management Board since 2015, where he was most recently responsible for the Shipping division. Ulf Holländer stepped down from the Management Board after 24 years of service - including nine years as CEO - and was elected to the Supervisory Board by the Annual General Meeting. Dr. Ottmar Gast stepped down from the Supervisory Board at the end of the Annual General Meeting on 13 June 2024.

In addition, the Supervisory Board appointed Christian Schwenkenbecher to the company 's Management Board as Chief Client Officer. Christian Schwenkenbecher has been Head of Institutional Sales & Products at MPC Capital since 2022. Prior to this, he spent 10 years in investment banking at Hauck Aufhäuser Lampe, where he was most recently responsible for transaction and sales activities in London.

The Management Board of MPC Capital AG is currently composed as follows: Constantin Baack (Chief Executive Officer; Chairman), Dr. Philipp Lauenstein (Chief Financial Officer) and Christian Schwenkenbecher (Chief Client Officer).

In the course of the change of the majority shareholder in December 2024, the composition of the Supervisory Board changed once again. Dr. Axel Schroeder and Joachim Ludwig resigned from the Supervisory Board on 16 December 2024 and stepped down accordingly. Their regular term of office would have ended at the end of the Annual General Meeting that approves the actions of the Supervisory Board for the 2027 financial year. At the request of the Management Board, the Hamburg District Court appointed Petros Panagiotidis and Petros Zavakopoulos as members of the Supervisory Board for a limited term until the 2025 Annual General Meeting by way of resolutions dated 8 January 2025. To constitute the Supervisory Board following its replacement, Ulf Holländer was elected as Chairman of the Supervisory Board and Petros Panagiotidis as Deputy Chairman of the Supervisory Board by written resolution on 13 January 2025.

The election of Petros Panagiotidis and Petros Zavakopoulos to the Supervisory Board of MPC Capital AG is to take place at the Annual General Meeting on 13 June 2025.

Report on the Activities of the Supervisory Board in the 2024 Financial Year

In the 2024 financial year, the Supervisory Board performed the monitoring and advisory duties incumbent upon it in accordance with the law, the articles of association and the rules of procedure with great care. The Supervisory Board advised the Executive Board on the management of the company and regularly monitored its actions and activities in a scrutinizing manner. The Supervisory Board was in continuous contact with the Management Board and was regularly, promptly and comprehensively informed by the Management Board about the current situation of the company through verbal, telephone and written reports.

In ourregular discussions, we dealtin detail with the company 's net assets, financial position and results of operations as well as risk management and compliance requirements. The Management Board was available to the Supervisory Board for discussion and to answer further questions. The Supervisory Board was also informed in detail about time-critical measures or decisions between meetings. The Management Board also regularly exchanged information and consulted with the Chairman of the Supervisory Board on the current business situation and significant business transactions within the company.

Report of the Supervisory Board

To the extent that transactions required the approval of the Supervisory Board, we approved these after intensive examination and discussion at meetings, in conference calls or by written circular. All resolutions in the reporting period were unanimous.

Due to the number of three Supervisory Board members, the Supervisory Board of MPC Capital AG did not form any committees. In order to ensure efficient cooperation and an intensive exchange of ideas, the Supervisory Board considers it expedient to have a small number of Supervisory Board members.

Meetings of the Supervisory Board

Five ordinary Supervisory Board meetings were held in the presence of the Executive Board during the reporting period.

The first ordinary Supervisory Board meeting of the financial year took place on 5 March 2024. It was also the meeting to approve the financial statements for the 2023 financial year. The Management Board explained the financial, accounting and tax aspects of the past financial year. The auditor presented the results of its audit. The annual financial statements and consolidated financial statements as well as the combined management report and Group management report were finally approved by the Supervisory Board.

In the further course of the meeting, we discussed and adopted the resolution on the appropriation of profits, which included the distribution of a dividend of EUR 0.27 per share for the 2023 financial year. We also discussed the agenda forthe Annual General Meeting; the final agenda was approved at a later date in a separate resolution. The Management Board also reported to us on current developments in the divisions and discussed the company's risk and compliance issues. All three Supervisory Board members attended the meeting.

On 30 May 2024, the second ordinary Supervisory Board meeting took place, which was also the 100th since the foundation of MPC Capital AG. At this anniversary meeting, we looked back on the company's development over the past 30 years, discussed the status quo and the future outlook. At the same time, it was also the last meeting attended by Supervisory Board member Dr. Ottmar Gast. The Chairman of the Supervisory Board, Dr. Axel Schroeder, thanked him for his support and commitment over the past years. All three Supervisory Board members were present at the meeting.

The third ordinary meeting of the Supervisory Board took place immediately after the Annual General Meeting on 13 June 2024. It was also the first meeting with the new Supervisory Board member Ulf Holländer. Dr. Ottmar Gast stepped down from the Supervisory Board at the end of the Annual General Meeting. In the constitution of the newly composed Supervisory Board, Dr. Axel Schroeder was elected as Chairman and Joachim Ludwig as Deputy Chairman of the Supervisory Board. At the same time, the meeting was also the first with the newly composed Management Board; in the course of this, the responsibilities were discussed and redefined in the rules of procedure.

In the further course of the meeting, the current key financial figures and operational topics from the divisions were discussed. We also discussed the key points of a Long Term Incentive Plan (LTIP), which is intended to motivate the members of the Management Board and key employees of the company and its subsidiaries and to ensure their longterm loyalty to the company. The company 's risk and compliance issues were also discussed. All three Supervisory Board members were present at the meeting.

At the fourth ordinary meeting of the Supervisory Board on 19 September 2024, the business update from the divisions took up a large part of the agenda. The Executive Board reported in detail on the status of the renewable projects in Latin America and the efforts to intensify activities in this area in Europe as well. With regard to Maritime Infrastructure, the Executive Board gave us an overview of the current market situation in merchant shipping and the progress of the various projects. We intensively discussed the possible entry into the market for offshore service vessels and the progress of the Zeaborn integration. In the further course of the meeting, we discussed the current key financial figures and the outlook for the current financial year. Finally, we discussed current issues in the areas of the capital market, risk management and compliance. All three Supervisory Board members were present.

The last ordinary Supervisory Board meeting of the year took place on 11 December 2024. A significant part of the meeting was spent discussing the outlook and planning for the 2025 financial year. We also discussed the status of current projects and topics from the business divisions. Risk and compliance issues were also discussed in depth once again. All three members of the Supervisory Board attended the meeting.

Auditing of the Financial Statements

BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, was appointed as auditor for the annual and consolidated financial statements by resolution of the Annual General Meeting on 13 June 2024 and commissioned by the Supervisory Board. BDO AG Wirtschaftsprüfungsgesellschaft audited the annual financial statements of MPC Capital AG and the MPC Capital consolidated financial statements, including the accounting records and the combined management and group management report, and issued an unqualified audit opinion. The annual financial statements and the consolidated financial statements were prepared in accordance with the requirements of the German Commercial Code (HGB). The auditor conducted the audit in accordance with German generally accepted standards for the audit of financial statements promulgated by the Institut für Wirtschaftsprüfer (IDW) and in supplementary compliance with the International Standards on Auditing (ISA). The annual financial statements, the combined management report and Group management report as well as the complete audit reports of BDO AG Wirtschaftsprüfungsgesellschaft for the 2024 financial year were made available to all members of the Supervisory Board. The Supervisory Board fully complied with its auditing and monitoring duties.

At its meeting to approve the annual accounts on 21 March 2025, the Supervisory Board discussed the audit reports and the annual and consolidated financial statements in detail in the presence of the Management Board and the auditor. The auditor provided a comprehensive report on the findings of its audit and was available to answer additional questions.

Following its detailed examination, the Supervisory Board of MPC Capital AG approved the annual and consolidated financial statements including the combined management report and Group management report as well as the corresponding audit report and endorsed the annual and consolidated financial statements for the year ended 31 December 2024. The annual financial statements are thus adopted.

The Supervisory Board has moreover accepted the Management Board 's proposal on the appropriation of profit. The Management Board and Supervisory Board propose to the Annual General Meeting that a dividend of EUR 0.27 per share be distributed.

Dependent Company Report by the Management Board in Accordance with Section 312 of the German Stock Corporation Act (Aktiengesetz, "AktG")

In accordance with Section 312 AktG the Management Board of MPC Capital AG submitted a report on its relationships with dependent companies for the past financial year. The Supervisory Board has reviewed this report and does not raise any objections with respect to the report itself or the concluding declaration of the Management Board on relationships with dependent companies.

The Supervisory Board would like to thank the members of the Management Board and all employees of MPC Capital for their great commitment and outstanding performance in the past financial year.

The Supervisory Board members Dr. Axel Schroeder, Joachim Ludwig and Dr. Ottmar Gast, who stepped down during the financial year, deserve our sincere thanks for their intensive, constructive and successful cooperation and involvement over the past years.

Hamburg, 21 March 2025

The Supervisory Board

Ulf Holländer Chairman

Ulf Holländer

Supervisory Board Member since June 2024 Chairman

Ulf Holländer joined MPC Capital in early 2000 and was appointed to the Management Board in July 2000. Previously he held executive positions at the shipping company Hamburg Süd and its subsidiaries in Australia and the US.

Petros Panagiotidis

Supervisory Board Member since January 2025

Petros Panagiotidis is the founder and CEO of Castor Maritime Inc. and Toro Corp., two companies operating in the maritime and energy sectors. Both companies are listed on the NASDAQ Capital Market.

Petros Zavakopoulos

Supervisory Board Member since January 2025

Petros Zavakopoulos is the Chairman and Managing Director of Cosmomed S.A., a manufacturer and distributor of medical products in Southeast Europe. He sits on the board of directors of Leoussis S.A. and F. Bosch International Limited, two companies operating in the healthcare space, and serves as a non-executive member of the board of directors of Toro Corp., an energy transportation services company listed on the NASDAQ Capital Market.

MPC CAPITAL SHARES

TECH STOCKS DRIVE LEADING INDICES TO RECORD HIGHS

After an outstanding year for equities in 2023, the results for the 2024 stock market year were again very positive. The US share index S&P 500 rose by 23% over the course of the year, marking the second consecutive yearly performance of over 20%. The technology-heavy Nasdaq rose by almost 25%. The Japanese Nikkei index also performed impressively in 2024 with a performance of over 19%.

Germany 's leading index, the DAX, also rose by almost 19% in 2024 and exceeded the 20,000-point mark for the first time in its history in December. Companies from the IT sector, energy technology and the defense industry in particular put in a strong performance. In contrast to the internationally oriented DAX, the MDAX of medium-sized stocks and the small cap index SDAX actually suffered slight losses: The second and third-tier companies suffered more from the domestic economic weakness than the large corporations in the DAX, which earn most of their money abroad. At the end of the year, the MDAX was down just under -6% and the SDAX around -2%.

MPC CAPITAL SHARE PERFORMS VERY POSITIVELY

The MPC Capital AG share performed very dynamically on the back of strong business figures, a refined strategy and a positive outlook, reaching a new five-year high of EUR 6.60 in December. The full-year performance amounted to 82% and thus clearly outperformed most share indices and peer companies. In addition, MPC Capital paid out a dividend of EUR 0.27 per share in June. The share started the 2024 stock market year at a price of EUR 2.98. The share reached its low for the year of EUR 2.80 in January. At the end of the year, the share price was EUR 5.30. The average trading volume of the MPC Capital share on Xetra was around 11,500 shares per day. Market capitalization amounted to around EUR 187 million as at 30 December 2024.

Share price performance 2024, indexed

CHANGE OF MAJORITY SHAREHOLDER OF MPC CAPITAL AG A ND CHANGES TO THE SUPERVISORY BOARD

On December 12, 2024, Thalvora Holdings GmbH ("Thalvora") signed an agreement with MPC Münchmeyer Petersen & Co. GmbH ("MPC Holding"), the founding shareholder and long-standing anchor shareholder of MPC Capital since 1994, on December 12, 2024 for the acquisition of 74.09 % of the shares in MPC Capital AG. Thalvora is a subsidiary of Castor Maritime Inc., which is listed on the US stock exchange Nasdaq and managed by the Greek entrepreneur Petros Panagiotidis.

The Management Board of MPC Capital AG has entered into an agreement with the new investor to drive the company's growth in the development and management of investment solutions in the Maritime and Energy Infrastructure sectors. The agreementreflects the new anchor investor 's full supportforthe current operational set-up and strategic direction of Hamburg-based MPC Capital. In addition to the strategic and organizational aspects, the agreement includes other important principles, such as the continuation and strengthening of the stock exchange listing.

With the completion ofthe transaction,the Chairman ofthe Supervisory Board, Dr. Axel Schroeder, and the Supervisory Board member Joachim Ludwig have resigned their mandates. Atthe request ofthe Management Board in accordance with Section 104 of the German Stock Corporation Act (AktG), the Hamburg Local Court has appointed Petros Panagiotidis and Petros Zavakopoulos to the Supervisory Board until the end of the next Annual General Meeting. Ulf Holländer was elected Chairman of the Supervisory Board at the constituent meeting.

SHAREHOLDER STRUCTURE

Shareholders of companies whose shares are listed in the Scale Standard of the Frankfur t Stock Exchange are not subject to the obligation to submit voting rights notifications in accordance with the German Securities Trading Act (WpHG). The shareholder structure is therefore presented to the best of the company 's knowledge. Status: March 2025

Directors' Dealings Nature of transaction
23 May 2024 Joachim Ludwig Purchase
of
144,928
Shares
23 May 2024 Elbrock
GmbH,
Dr.
Axel
Schroeder
Purchase
of
1,068,115
Shares
30 May 2024 Dr.
Philipp
Lauenstein
Purchase
of
28,986
Shares
30 May 2024 Constantin Baack Purchase
of
72,464
Shares
30 May 2024 Ulf
Holländer
Purchase
of
57,972
Shares
30 May 2024 Christian Schwenkenbecher Purchase
of
28,986
Shares
12 December 2024 Joachim Ludwig Sale
of
144,928
Shares
12 December 2024 Elbrock
GmbH,
Dr.
Axel
Schroeder
Sale
of
1,128,115
Shares
12 December 2024 Christian Schwenkenbecher Purchase
of
3,500
Shares
12 December 2024 Dr.
Philipp
Lauenstein
Purchase
of
22,000
Shares
12 December 2024 Constantin Baack Purchase
of
22,000
Shares

A NNUA L GENER A L MEE T ING A P P R OV E S DIV IDEND OF EUR 0.27 PER SHARE

The Annual General Meeting of MPC Capital AG took place in virtual format on June 13, 2024. At the proposal of the Management Board and the Supervisory Board, it resolved to distribute a dividend of EUR 0.27 per share with a total volume of EUR 9.5 million for the 2023 financial year. The dividend of MPC Capital AG was paid in full from the tax contribution account within the meaning of Section 27 of the German Corporation Tax Act (Körperschaftsteuergesetz).

All other items on the agenda were also approved with the required majorities. The attendance and voting results as well as all other documents relating to the Annual General Meeting are permanently available on the Investor Relations website of MPC Capital AG (www.mpc-capital.de/HV).

Key share data of MPC Capital AG

WKN
/
ISIN
/
symbol
A1TNWJ
/
DE000A1TNWJ4
/
MPCK
Share capital
/
number of shares
EUR
35,248,484.00
/
35,248,484
shares
Share class Bearer
shares
with
notional
capital
share
of
EUR
1.00
each
Trading venues Open
Market
in
Frankfurt/Main;
electronic
trading
on
Xetra;
OTC
in
Berlin-Bremen,
Dusseldorf,
Hanover,
Munich and Stuttgart
Market segment Scale
Capital Market Partner M.M.Warburg
&
CO
Designated Sponsor M.M.Warburg
&
CO
Analysts Hauck
Aufhäuser,
Montega,
Pareto,
Warburg
Research
First trading day 28
September
2000
Bloomberg MPCK:GR

CAPITAL MARKET ACTIVITIES

In 2024,the Management Board and Investor Relations held meetings with around 100 investors at physical conferences and virtualroadshows as well as various individual meetings. The focus was on Germany, Austria,theUK and Switzerland. In 2024, Montega and Hauck Aufhäuser included MPC Capital AG in their research coverage, each initiating with a buy recommendation. The active investor relations work is to be consistently expanded in the future.

Key figures of MPC Capital shares

2020 2021 2022 2023 2024
Earnings
per
share,
EUR
-0.01 0.17 0.74 0.37 0.48
Dividend
per
share,
EUR
- 0.12 0.20 0.27 0.27
Price
at
year-end,
EUR (Xetra)
1.88 3.42 2.91 2.98 5.30
High,
EUR
(Xetra)
2.08 3.70 3.90 3.48 6.60
Low,
EUR
(Xetra)
1.01 1.88 2.60 2.80 2.80
Number
of
shares*
33,470,706 35,248,484 35,248,484 35,248,484 35,248,484
Market
capitalisation*
in
EUR
million
63 121 103 105 187

* Based on year-end price

Annual Report 2024 MPC Capital AG 17

COMMITTED TO CREATE VALUE + We are an investment and asset manager in the

in real asset investments

  • maritime and energy infrastructure sector with a strong focus on sustainability and innovation.
    • We have extensive know-how, unique market insights and show huge dedication to the management of each of our assets.
    • We find the right projects and partners to deliver the returns that achieve our investors' objectives.
    • Listed since 2000. As a responsible company with a strong family background, we have the necessary financial and organisational flexibility.

Infrastructure projects with strategic focus

As a globally active investment manager with 10 offices worldwide, we operate on a deeply integrated business model that combines exclusive project access, tailored investment structures, and strong asset management expertise.

We combine many years of experience with forward-looking infrastructure projects in the maritime and energy infrastructure. As a co-investor, we aim to secure a leading position among independent asset and investment managers in our strategic asset segments, focusing on real asset-based investments. To achieve this, we target new investments of EUR 0.5 billion to EUR 1.0 billion annually.

Our ambition: to be the best possible partner for our clients and investors – providing access to the megatrends of the future and delivering high operational performance across the entire value chain.

OUR BUSINESS MODEL

INTEGRATED BUSINESS MODEL

+ Strong corporate balance sheet and able to put skin in the game

28% IRR on Co-investments realized

  • We have co-invested over EUR 200 million since 2016 + Excellent track record:

  • Broad range of assets and investment management services, access to operational excellence with outstanding partners

  • Value chain from a single source with IRRs above industry average

When selecting assets, we focus on current market needs and work hard to identify suitable market sectors, market niches or megatrends at an early stage. This approach has enabled us to identify and successfully invest in market trends such as feeder container ships in the maritime sector, renewable energies in emerging markets and specialised ships for use in offshore wind farms.

We primarily address our offering to international institutional clients, family offices and other professional investors. The structural design of the investment vehicles is geared primarily to the strategy of the respective investor and the underlying asset. Whether a fund structure ('Fund Solutions'), a listed vehicle ('Listed Platforms') or an individual investment mandate ('Separate Accounts'), we offer comprehensive expertise for a broad range of structuring solutions.

We co-invest a portion of our equity ('Co-Investment ') to synchronise our interests with those of our clients.

HIGHLIGHTS 2024

Annual Report 2024 MPC Capital AG 21

Infrastructure for the energy transition

The global energy transition requires significant investment in climate-friendly infrastructure. From the use of renewable energy sources to the operation of low-emission vessels – maritime and energy infrastructure are at the core of this transformation.

At the same time, demand from institutional investors for long-term, real assetbased investments is growing. Transport and energy infrastructure account for around 70 % of the global infrastructure market and are key drivers of the new investment cycle.

As a focused investment manager and service provider, we develop platforms, structure investments, manage assets, and regularly act as a co-investor. With our clear focus on maritime and energy infrastructure, we are actively accelerating structural growth in these core markets.

The following projects serve as examples of how we put this strategic focus into practice.

Offshore Service Vessels

M A R I T IME INF R A S T R UC T UR E MEE T S RENEWABLE ENERGIES

A key example of the strategic realignment is the investment in a fleet of offshore service vessels (OSSVs). MPC Capital has launched an investment platform for these state-of-the-art, zero-emission vessels, which will provide essential services for offshore wind farms. The planned fleet comprises six vessels with a total investment volume of around 130 million euros. Delivery of the vessels is scheduled for between 2026 and 2028.

Facts & figures

    • Development of a 66 MWp solar photovoltaic power plant in Guatemala
    • Planned completion of construction by mid-2025
    • Annual electricity generation of approx. 141 GWh
    • 16-year fixed-price power purchase agreement with Ingenio Magdalena S.A.
    • Promotion of sustainable energy supply in the region

Facts & figures

    • Combination of maritime infrastructure and renewable energies
    • Development of a fleet of six zero-emission offshore service vessels
    • Total investment volume of around €130 million
  • Support for offshore wind projects over their entire lifecycle

Solar-Photovoltaic

DE V EL OP MEN T OF T HE S A N PAT R ICIO POWER PLANT IN GUATEMALA

In addition to maritime infrastructure, MPC Capital continues to focus on renewable energies. An outstanding example of this is the 66 MWp San Patricio solar photovoltaic power plant in Guatemala, which is being developed by MPC Energy Solutions. Construction started in 2024, with commissioning planned for 2025.

Investment Highlights 2024 Facts & figures

    • Acquisition of a 50 per cent stake in Bestship from the Wilhelmsen Group
    • Digitalisation and AI-supported analysis to optimise the energy efficiency of ships
    • Support for around 450 ships in reducing emissions
    • Collaboration with ship owners, charterers and ship managers
    • Contribution to the transformation of the maritime industry through technological innovation

Maritime Services

SH A R EHOL DING IN B E S T SHIP – DIGI TA L IS AT ION FOR MORE SUSTAINABLE SHIPPING

One strategic acquisition that has expanded MPC Capital's range of maritime services is the stake in Bestship. Bestship offers a fully digitalised IT platform for optimising the energy efficiency of commercial vessels.

" These projects illustrate how we are consistently implementing our strategic realignment. The combination of maritime infrastructure and renewable energies not only offers attractive investment opportunities but also actively contributes to the global energy transition. Through the targeted use of digitalisation, cutting-edge shipping technology and renewable energies, MPC Capital is strengthening its position as a leading company in the transformation of these essential sectors."

Constantin Baack, CEO

COMBINED MANAGEMENT REPORT AND GROUP MANAGEMENT REPORT FOR THE FINANCIAL YEAR FROM 1 JANUARY 2024 TO 31 DECEMBER 2024

1. Basis of MPC Capital AG and the Group 26
2. Economic Report 30
3. Net
Assets,
Financial
Position
and
Results
of
Operations
33
4. Other
Information
38
5. Report
on
Risks
and
Opportunities
39
6. Report on Expected Developments 45

1. Basis of MPC Münchmeyer Petersen Capital AG and the Group

BUSINESS OPERATIONS

There have been changes compared with the description of the business operations of the MPC Capital Group in Annual Report 2023; these are explained under "Goals and Strategies".

The MPC Münchmeyer Petersen Capital Group ("MPC Capital", "MPC Capital Group") is an internationally active investment manager and provider of services for investment projects in maritime and energy infrastructure. The parent company MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") has been quoted on the stock market since 2000 and is currently listed in the "Scale" segment of Deutsche Börse in Frankfurt (open market).

The range of products and services offered by the MPC Capital Group comprises the structuring and placement of investment solutions for institutional and professional investors as well as the provision of commercial and technical management services throughout the entire investment cycle. The MPC Capital Group is also routinely involved in investment projects in the capacity of co-investor. Here, MPC Capital specializes in the alternative asset segments Maritime and Energy Infrastructure.

The structural attributes of the investment projects primarily reflect the strategy of the individual investor and the underlying asset. Whether for fund solutions (in the form of an alternative investment fund, for example), listed platforms (in the form of a market-listed platforms), separate accounts (direct investment) or a different legal construct, as an investment manager MPC Capital offers comprehensive expertise for a broad spectrum of structuring solutions. MPC Capital also performs technical and commercial management services on behalf of third parties.

The MPC Capital Group receives management fees in return for managing investment projects. The level of management fees primarily reflects the volume of assets under management. MPC Capital in addition realizes one-off and to some extent performance-based transaction fees from the onboarding and sale of assets. MPC Capital generates other operating income or income from equity investments through co-investments.

The future development of maritime and energy infrastructure will depend substantially on the global push for a successful energy transition towards sustainability and efficiency. This megatrend and the associated need for investment in the requisite infrastructure offer huge opportunities for the MPC Capital Group to develop and grow.

ORGANIZATIONAL AND MANAGEMENT STRUCTURES

The business activities of the MPC Capital Group comprise a product generating unit ("MPC Capital") as well as service and investment units.

MPC Capital, as an investment manager and co-investor, focuses on the initiating and management of investment in the Maritime and Energy Infrastructure areas ("investment business"). The goal of MPC Capital is to develop real asset investments that are tailored exactly to investor requirements. MPC Capital usually takes out a stake in investment platforms as a co-investor. MPC Capital has investment and transaction teams that specialize in its asset sectors. They are supported by overarching functions such as Legal, HR, IT and Marketing.

The principal investment platforms of the MPC Capital Group include the Oslo-listed companies MPC Container Ships ASA ("MPCC") and MPC Energy Solutions N.V. ("MPCES"), as well as MPC Caribbean Clean Energy Fund ("CCEF").

Another core component of the MPC Capital Group are the service business units, whose core skill is the operational management of the assets held by the investment platforms. They exhibit a high level of specialization and are to some extent embedded in joint venture structures so that they can join forces with market-leading partners to offer competitive services both for investment platforms of the MPC Capital Group and for third parties. Strategic partnerships furthermore generate extra growth momentum for investment and transaction business.

The activities of the management units in service business essentially comprise:

Technical management and IT services for container ships, bulk carriers and tankers: Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG, Barber Ship Management Germany GmbH & Co. KG, Waterway IT Solutions GmbH & Co. KG. The equity investment in Ahrenkiel Vogemann Bolten GmbH & Co. KG was disposed of as at 31 December 2024.

Commercial managementfor container ships and tankers: Harper Petersen & Co. GmbH & Co. KG and Harper Petersen Albis GmbH & Co. KG. The activities of these two companies were merged in 2024.

Investment and investment-product related services and fiduciary activities: MPC Investment Services GmbH and TVP Treuhand- und Verwaltungsgesellschaft für Publikumsfonds mbH & Co. KG. Various service offerings to provide support for private investors are outsourced to external service providers.

GOALS AND STRATEGIES

The goal of the MPC Capital Group is to become one of the leading independent asset and investment managers for real investments and investment products in its strategic asset segments. As at 31 December 2024, the Group had assets under management (AUM) totalling approximately EUR 5.1 billion. Its aim is to onboard an asset volume of between EUR 0.5 billion and EUR 1.0 billion annually for business with institutional customers.

The cornerstones of the corporate strategy are to generate sustained cash flows, guarantee solid corporate financing and therefore in particular ensure healthy liquidity and capitalization as well as present a responsible stance on social and ecological issues.

Tighter Strategic Focus on the Maritime and Energy Infrastructure Areas

To reinforce the strategic market position and give a further boost to profitable corporate growth, the Management Board has resolved to fine-tune the business model and corporate strategy. This more tightly focused strategy involves targeting markets that offer substantial growth opportunities and positioning the MPC Capital Group more strongly.

MPC Capital will now concentrate on investment projects and integrated services in the Maritime and Energy Infrastructure areas.

Conversely, the Real Estate area no longer features in the generation of new business. The management believes that given the recent performance of the real estate market and continuing investor restraint, this segment does not offer sufficiently attractive prospects for profitable growth. The existing investment structures will continue to be managed in the bestinterests of investors. The management contractfor the ESG Residential Real Estate Fund, which latterly represented six properties, was sold to HanseMerkur Grundvermögen with effect from 31 December 2024.

Activities in the Maritime and Energy Infrastructure areas will continue to focus on projects associated with the energy transition and the decarbonization of world trade. Synergy potential will consequently also arise between the two segments, for example for ship propulsion systems running on synthetic fuels that are produced with renewable energy, or for tie-ups between maritime activities and the construction or maintenance of offshore facilities.

Link Between Asset and Investor

MPC Capital's core expertise involves introducing investors to investment opportunities, along with implementing asset transactions across the selection, purchase and exit phases. Customers can participate in the entire investment and value creation process with the MPC Capital Group or flexibly use individual phases and services for their investment and business activities, in line with their own needs. To some extent operational management of the assets is presented as a joint offering with market-leading partners. The MPC Capital Group's role is then to manage real asset investments from the Maritime and Energy Infrastructure areas throughout the selection, active (further) development and exit phases, with a view to maximizing their value.

Investment Platforms to Reflect Investor Strategy

The structural attributes of the investment platforms reflect market conditions, but primarily the strategy of the individual investor and underlying asset. Assets may be structured as fund solutions (for example in the form of an alternative investment fund), listed platforms (such as a market listing) or separate accounts (direct investment).

As at 31 December 2024 assets under management were spread across the investment categories as follows:

MPC Capital's sales activities are primarily focused on international institutional investors, family offices and other professional investors. Its customers also include third-party companies and high net worth retail investors, existing customers and sales partners. The various phases of the asset 's life cycle are suited to investors with different risk profiles: for example, the development phase of a project is appropriate for investors with expectations of higher returns and a pronounced risk profile, while investors with expectations of lower returns and a balanced risk profile generally participate in established projects with stable cash flows.

Asset Selection to Reflect Market Requirements

In selecting assets, MPC Capital focuses on current market requirements and works hard to identify suitable market sectors, market niches or megatrends early on. This approach has enabled it to identify and successfully pick up on market trends such as feeder container ships in the Maritime sector, renewable energies in emerging markets or specialized vessels for use in offshore wind farms.

Co-Investment: MPC Capital Contributes Equity

MPC Capital contributes part of the equity itself (co-investment) to ensure that the interests of the investors are aligned with those of the fund manager. Depending on the volume and type of asset, the co-investment amounts to a maximum of 10 % of the equity of the investment vehicle concerned, or more in individual cases. The co-investments are recognized primarily within equity investments under financial assets, or in individual instances also as loans.

At its core, the strategy involves generating other operating income (write-down reversals) and income from equity investments (dividends) from the value gains of the co-investments over and above service business operations.

ESG as a Given and Central Plank of Investment Strategy

Responsible asset and investment management is enshrined at the heart of the MPC Capital Group and its investments. In product generation and in ongoing asset management, ESG principles act as a guide to sustainable and responsible investments for MPC Capital in all asset classes and demonstrate MPC Capital's commitment to socially and environmentally responsible activity.

MPC Capital AG is a signatory of the Principles of Responsible Investment (PRI). Furthermore, its subsidiaries and investment vehicles belong to or support various other initiatives, programmes and organizations.

MPC Capital AG published its ESG Report for 2023 in September 2024. The Sustainability Report for 2024 will prospectively appear in mid-2025.

MANAGEMENT SYSTEM

The management of the MPC Capital Group is geared to long-term value added. The key management performance indicators are revenues as well as near-market other operating income, which comprises recurring income from the management and administration of existing funds, asset management, advisory and agency for real investments, together with project and transaction income and income generated as part of exit strategies for existing funds and investments. Earnings before tax (EBT) is a further financial performance indicator which includes income from equity investments and the share of profit of associates.

The foundations for solid and sustainable business planning also include adequate capitalization and the maintaining of sufficient liquidity in the Group over an appropriate planning period.

EBT, capitalization and liquidity serve as the management performance indicators for MPC Capital AG.

Non-financial performance indicators are not used for internal management.

At Group level, the Management Board is responsible for the initiation, management, compliance and monitoring of business activities; at operating level,this function is assigned to the managing directors ofthe individual subsidiaries. The management system is also a part of the controlling and planning processes in the MPC Capital Group.

The consolidated financial statements and annual financial statements of MPC Capital AG have been prepared on the basis of the German Commercial Code (Handelsgesetzbuch, "HGB").

2. Economic Report

M A CR OEC ONOMIC A ND INDUS TRY-SP ECIF IC ENVIRONMENT

Geopolitics Holding Back Growth

The year 2024 was again shaped by geopolitical and market challenges. According to preliminary calculations by the International Monetary Fund (IMF), the global economy grew by 3.2 % in 2024 as against 3.3 % in the previous year; among advanced economies, the United States provided the biggest stimulus to global growth. In the eurozone, the economy grew by a mere 0.8 % but gained some momentum compared with the previous year (0.4 %). In Germany, real GDP actually declined slightly for the second successive year (-0.2 %).

Falling Inflation and Interest Rates

Inflation continued to fall in 2024. The inflation rate in the eurozone and Germany is back down at around 2 %, and slightly higher in the United States. Against a backdrop of declining inflation, central banks relaxed their restrictive monetary policy again. The United States Federal Reserve cut its key rate three times in 2024 to latterly 4.25 to 4.5 %. The European Central Bank (ECB) reduced its key rates in three steps in 2024 to 3 %. There was a further cut to 2.75 % at the start of 2025.

Alternative Investments Make Further Inroads

The global market for alternative assets maintained its strong growth in 2024. Global alternative assets have enjoyed steady growth since 2018 (USD 9.5 trillion) to reach an investment volume totalling USD 19.5 trillion at the end of 2024. Private equity was among the main drivers of this growth. On average, the most favoured sectors for institutional investors in alternative assets were private equity (22 %), followed by real estate (16 %) and private debt (14 %). Real assets and infrastructure accounted for around 12 %. Going forward, global AUM for alternative assets are expected to reach around USD 29.2 trillion by 2029. Funds allocated to real assets and infrastructure are set for an overproportional rise.

Another Record Year for Container Shipping Markets

2024 was a decidedly good year for container shipping. A year-on-yearrise in demand of around 18 % virtually cleaned out charter markets until the summer, resulting in the highest-ever charter rates apart from during the pandemic. Naturally a portion of these profits filtered through to shipbuilders: 4.4 million standard containers ("TEU") were ordered, almost at the level of 2021 (4.5 million TEU), even though fleet capacity increased by around 10 % over the course of the year. Analysts estimate that 12 % of this fresh demand is attributable to container shipping on the longer routes around the Cape of Good Hope in South Africa.

The effects on the tanker and bulk carrier markets of attacks by the Huthi in the Red Sea were much less marked. These markets are generally much less dependent on that route than container shipping. Even though revenues in tanker shipping were down 13 % year on year due to weak demand for oil, they were still around 46 % above their ten-year average. With 3.6 % growth in demand and the fleet 's development effectively flat (+0.6 %), the development in rates can be regarded as something of a cooling-down from previously high levels.

The bulk carrier markets were affected the least by the need to avoid the Red Sea. Nevertheless a rise in demand of 5.2 % coupled with 3.1 % expansion of the fleet meant revenues were some 22 % up on the previous year.

Renewable Energies Expansion Remains in Double Figures

Estimates by the International Energy Agency IEA indicate that worldwide capacity for renewable energy increased by around 666 gigawatt (GW) in 2024. That represents growth in new capacity of around 17 % based on the previous year 's level of 3,882 GW. In Germany, installed capacity climbed by around 20 GW to a total capacity of just under 190 GW. Measured against the previous year this represents a rise of 12 %. The energy sources solar and wind were the main drivers of this development. In Latin America and the Caribbean, capacity in 2024 is believed to have increased by around 8 % to some 370 GW, based on local management 's own estimates.

BUSINESS PERFORMANCE

In a volatile overall economic environment MPC Capital was again able to continue developing its business successfully.

Alongside the strategic expansion of technical management services with the acquisition of a 50% stake in Zeaborn Ship Management GmbH & Cie. KG ("Zeaborn" or "Zeaborn Group"), financial year 2024 saw a number of transactions and developments involving shipping and energy infrastructure projects. Both developments led to growth in the revenue basis for transaction fees and recurring management fees as well as high returns from the steadily expanding co-investment portfolio.

Major Milestone for High-Volume PV Project in Latin America

Work began on the construction of a 66 MWp photovoltaic plant in Guatemala in February 2024. The "San Patricio" project comes with a 16-year power purchase agreement and is due to go on stream in mid-2025. Once San Patricio starts up, the portfolio of operationalrenewable energy plants in Latin America underthe management of MPC Capital will reach ten, with San Patricio then the largest facility in this portfolio.

In September 2024 MPC Capital successfully commissioned the Monte Plata II solar park in the Dominican Republic. This project expanded the existing first phase of Monte Plata by 43 MWp, taking its total capacity to 76 MWp. The investment was conducted by MPC Caribbean Clean Energy Fund, which was launched by MPC Capital.

Second-Hand Projects

MPC Capital structured a range of maritime transactions in the 2024 financial year. Alongside opportunistic projects, there was a growing number of transactions for retrofit measures to rejuvenate the fleet.

In a dynamic market environmentfor container shipping, MPC Capital teamed up with international investors to complete the acquisition offour second-hand container ships, using a range ofinvestment structures. The medium-term charter contracts concluded mean that all four ships offer a decidedly attractive risk/return profile. Planned investments should additionally optimize these ships' environmental profile. The investment volume came to USD 105 million. MPC Capital participated in the transactions under its co-investment strategy.

In addition to realizing projects in the container segment, MPC Capital was active with transactions in other shipping segments and used the market environment to dispose of equity investments in bulk carriers and tankers profitably. MPC Capital was again involved in these projects as co-investor.

New-Build Activity Points to Stable AUM Growth

Under another strategic initiative, MPCC has joined forces withUnifeederfor a jointinvestmentin a new-build 1,250 TEU vessel. The ultra-efficient new vessel with dual-fuel methanol propulsion is scheduled for delivery atthe end of 2026 and is chartered out to Unifeeder for seven years.

In Q4 2024 MPC Capital initiated a new-build programme for four container ships for a European investor; this venture promises steady growth in AUM and income from transaction and commercial management for the next two years.

Increased Strategic Equity Investment in MPC Container Ships

Under its co-investment strategy MPC Capital participates regularly in the investment structures it has initiated as a way of promoting the growth of these initiatives and realizing attractive returns on its own capital.

In March 2024 MPC Capital increased its strategic equity investment in Oslo-listed MPCC to around 14 %. The purchase price for the additional shares amounted to around EUR 34 million and was based on a net price per MPCC share of NOK 13.64 (USD 1.31).

MPCC was launched by MPC Capital in 2017 and floated on the Oslo Stock Exchange. Starting out as an opportunistic investment strategy that focused on the high recovery potential of asset values in the market segment of smaller container ships, MPCC has since emerged as a world-leading provider offeeder containertonnage. MPCC shares are now in the top 25 for liquidity on the Oslo Stock Exchange.

Financial assets, which substantially reflect the carrying amount of the MPC Capital Group's co-investment portfolio, came to around EUR 84.1 million as at 31 December 2024.

Integration of Zeaborn Group Expands Maritime Service Platform

The MPC Capital Group's Services area has enjoyed further substantial growth with the deal to acquire and integrate the Zeaborn Group. In conjunction with the Norwegian Wilhelmsen Ship Management Holding AS, MPC Capital's joint venture partner for technical ship management, the joint takeover of 100 % of the Hamburg-based ship manager was agreed at the end of December 2023. The Zeaborn Group manages a fleet comprising container ships, bulk carriers, tankers and multi-purpose vessels. The transaction was completed in the first quarter of 2024. First-time consolidation of the Zeaborn Group took effect on 1 April 2024.

Its integration establishes an even broader basis for the technical management of shipping assets in terms of the shipping segments and customers served.

Investment Platform for Offshore Service Vessels Initiated

At the start of November 2024 MPC Capital announced its entry into the market for offshore service vessels with the launch of a new investment platform. As the first project of the new investment platform, MPC Capital secured the contract to build six offshore survey and service vessels (OSSV). These ships, representing a total investment volume of EUR 130 million, have an expected delivery schedule between 2026 and 2028.

The OSSVs will primarily be deployed in offshore wind farms in theNorth Sea and Baltic Sea. Theirtechnical specifications make them suitable for a wide range of applications throughout the life cycle of offshore wind farms as well as on other offshore assignments. The vessels will be equipped with propulsion technology that enables carbon-neutral operation, and therefore meets the highest ESG standards.

MPC Capital has partnered with O.S. Energy, a German specialistin offshore projects and services,forthe development and operation of the project. Debt financing for the first vessel under construction is being provided by Ostfriesische Volksbank, Leer. Furthermore, credit committee approval by a first-class export credit agency (ECA) has already been obtained for the transaction.

Assets Under Management Increased to EUR 5.1 billion

The assets under management(AUM) ofthe MPC Capital Group as at 31 December 2024 totalled EUR 5.1 billion (31 December 2023: EUR 4.1 billion) and were spread across some 270 individual assets.

New business brought asset additions of EUR 1.1 billion. The integration ofthe Zeaborn Group contributed around EUR 0.7 billion of this sum. Further assets to the value of EUR 0.4 billion were onboarded primarily from shipping business. This development was offset by asset disposals amounting to EUR 0.4 billion. The transaction volume for 2024 thus came to EUR 1.5 billion. Measurement and currency effects came to EUR +0.4 billion.

As at 31 December 2024, EUR 0.6 billion of assets under management were in fund solutions (special AIF, closed-end funds, etc.), EUR 1.0 billion in listed platforms (assets oflisted companies) and EUR 3.5 billion in separate accounts (single or direct investments, club deals, other individual investment structures and third-party clients).

3. Net Assets, Financial Position and Results of Operations

RESULTS OF OPERATIONS OF THE GROUP

Revenues for the MPC Capital Group climbed by around 13 % in the 2024 financial year from EUR 37.9 million to EUR 43.0 million.

Growth was underpinned by higher revenues for management services, which rose from EUR 30.5 million to EUR 34.8 million in the 2024 financial year, an increase of 14 %. Much of the increase was attributable to the first-time consolidation of the Zeaborn Group with effect from 1 April 2024.

Proceeds from transaction services were around 12 % down on the prior-year period at EUR 6.2 million (EUR 7.0 million). These comprised acquisition and sales fees as well as other project-related income. The fall is attributable to a market environment where transactions were overall weaker.

Other revenues for 2024 amounted to EUR 2.0 million (2023: EUR 0.4 million). The increase is attributable to the first-time consolidation of the Zeaborn Group.

Other operating income for 2024 came to EUR 20.2 million (2023: EUR 8.0 million). This item was principally made up of accounting profits from asset sales that were generated through income from the delivery of new-build container ships.

The cost of purchased materials came to EUR 4.0 million for the 2024 financial year (2023: EUR 1.7 million). The increase is attributable to the first-time consolidation of the Zeaborn Group.

Personnel expenses for the 2024 financial year came to EUR 29.0 million (2023: EUR 19.8 million). The Group employed an average of 231 people. The figure includes an attributed 85 employees from equity investments in joint ventures. The previous year 's figure was an average of 169 (of which 40 from equity investments in joint ventures). The increase is attributable to the first-time consolidation of the Zeaborn Group.

Amortization of intangible fixed assets and depreciation of property, plant and equipment increased to EUR 3.9 million (2023: EUR 2.8 million) and mainly comprised goodwill amortization for the Group companies in the area of commercial ship management.

Other operating expenses rose to EUR 20.4 million (2023: EUR 17.5 million) as a result of the acquisition of Zeaborn. The increase is largely attributable to higher legal and consultancy costs (2024: EUR 4.4 million; 2023: EUR 3.3 million), IT costs (2024: EUR 3,5 million; 2023: EUR 1.8 million) and costs of premises (2024: EUR 1,8 million; 2023: EUR 1.5 million) in connection with the acquisition of the Zeaborn Group. The cost level is expected to decline in 2025 thanks to synergy effects. Expenses from changes in exchange rates in 2024 came to EUR 2.0 million (2023: EUR 1.8 million).

The operating result (EBIT) improved thanks to revenue growth and higher other operating income, rising 44 % from EUR 4.1 million in the previous year to EUR 6.0 million in the 2024 financial year.

Income from equity investments amounted to EUR 4.4 million (2023: EUR 5.9 million) and related to distributions by equity investments in the Maritime and Real Estate units.

Other interest and similar income came to EUR 1.4 million (2023: EUR 2.1 million), primarily from interest income and loans for project financing. The decrease is mainly down to the generally higher lower of interest.

Write-downs on financial assets in the amount of EUR 1.0 million (2023: EUR 4.5 million) were made, reflecting the lower market valuations of equity investments.

Interest and similar expenses came to EUR 0.4 million (2023: EUR 0.1 million) and mostly consisted of interest expenses for project financing.

The result of associates carried at equity climbed to EUR 14.1 million (2023: EUR 11.9 million). This substantially comprised returns from co-investments in the form of dividends from MPCC.

Earnings before tax (EBT) increased by some 27 % from EUR 19.3 million in the previous year to EUR 24.5 million on the back of the higher operating result and the improved result of associates carried at equity.

Income tax expense and other taxes for the 2024 financial year came to EUR 3.6 million (2023: EUR 2.4 million).

Consolidated net profit consequently rose to EUR 21.0 million (2023: EUR 16.9 million).

After deduction of non-controlling interests in the amount of EUR -4.1 million (2023: EUR -3.8 million) there remained a profit after non-controlling interests of EUR 16.8 million (2023: EUR 13.1 million). This represents a rise of 28 %.

Earnings per share came to EUR 0.48 (2023: EUR 0.37).

RESULTS OF OPERATIONS OF PARENT COMPANY

MPC Capital AG realized revenues amounting to EUR 9.5 million in the 2024 financial year(2023: EUR 8.9 million). These comprised EUR 0.8 million (2023: EUR 0.8 million) from management and transaction proceeds and EUR 8.7 million (2023: EUR 8.0 million) from charges allocated among Group companies, mainly for administrative services provided for the subsidiaries by MPC Capital AG as the holding company.

Other operating income amounted to EUR 6.6 million in 2024 (2023: EUR 4.6 million) and was substantially attributable to write-ups on impaired receivables from subsidiaries as well as to changes in exchange rates and income from write-ups on financial assets.

Personnel expenses rose to EUR 7.2 million (2023: EUR 6.2 million) as a result of the positive business performance. The employee total for MPC Capital AG climbed to 40 (2023: 35).

Other operating expenses were on a par with the previous year at EUR 7.5 million (2023: EUR 7.6 million). Expenses from changes in exchange rates increased to EUR 1.5 million (2023: EUR 0.6 million) due to the increased volatility of the US dollar. Legal and consultancy costs remained at the low level of the previous year, at EUR 0.8 million (2023: EUR 0.8 million).

Equity investments resulted in income of EUR 9.7 million (2023: EUR 0.04 million) in the 2024 financial year. In the previous year MPC Capital AG realized income from profit transfer agreements in the amount of EUR 11.6 million as a result of distributions by subsidiaries. Such income amounted to EUR 0.3 million in the 2024 financial year. Interest and similar income came to EUR 1.4 million (2023: EUR 2.1 million). The interest rate environment was the driver of this decrease. Interest and similar expenses came to EUR 2.9 million (2023: EUR 2.5 million).

Earnings before tax (EBT) declined from EUR 10.4 million in 2023 to EUR 9.2 million in 2024 due to the lower financial result. Tax expense amounted to EUR 0.1 million in 2024 (2023: EUR 0.2 million).

The annual net profit of MPC Capital AG declined to EUR 9.3 million (2023: EUR 10.1 million). After distribution of the dividend for the 2023 financial year in the amount of EUR 9.5 million (2023: EUR 7.0 million), there remained a distributable net retained profit for the 2024 financial year of EUR 10.4 million (2023: EUR 10.6 million).

NET ASSETS AND FINANCIAL POSITION OF THE GROUP

The total assets of the Group increased by EUR 9.3 million to EUR 161.4 million as at 31 December 2024 (31 December 2023: EUR 152.1 million).

Fixed assets increased by EUR 29.8 million from EUR 61.5 million to EUR 91.3 million at the balance sheet date of 31 December 2024 as a result of investing activities. The rise was driven especially by the increased shareholding in MPCC. Intangible fixed assets accounted for EUR 5.3 million (31 December 2023: EUR 3.3 million) of this figure. The rise is attributable to the higher goodwill after the takeover of Zeaborn.

Financial assets, which essentially constitute the co-investment portfolio of the MPC Capital Group, grew from EUR 56.0 million in the previous year to EUR 84.1 million as at 31 December 2024 following the increased equity investment in MPCC and other co-investments.

Current assets fell from EUR 90.3 million as at the end of 2023 to EUR 69.7 million as at 31 December 2024 as a result of investing activities. Receivables and other assets increased to EUR 36.4 million as at 31 December 2024 (31 December 2023: EUR 29.1 million). The other assets also include the equity investment in a wind farm in Germany that is held as a seed asset for a European energy infrastructure strategy.

The Group's liquidity (cash in hand and bank balances) declined to EUR 33.2 million at 31 December 2024 (31 December 2023: EUR 61.1 million) mainly as a result of the increased investing activities.

Equity – in parallel with a decrease in non-controlling interests – rose from EUR 129.5 million as at 31 December 2023 to EUR 130.7 million as at 31 December 2024 thanks to the increased net retained profit. The equity ratio fell from 85.2 % to 81.0 %, reflecting the higher total assets.

Provisions in the amount of EUR 21.6 million were recognized as at 31 December 2024 (31 December 2023: EUR 18.5 million). The increase is partly the result of highertax provisions (EUR 6.4 million; 31 December 2023: EUR 4.8 million) and partly because of other provisions, which increased from EUR 13.7 million in the previous year to EUR 15.1 million as a 31 December 2024. Other provisions include provisions for legal and consultancy costs (EUR 6.4 million; 31 December 2023: EUR 7.1 million) and provisions for personnel expenses (EUR 4.7 million; 31 December 2023: EUR 4.0 million).

Liabilities came to EUR 9.0 million as at 31 December 2024 (31 December 2023: EUR 3.9 million). Liabilities to banks were the main driver of this increase, following the drawing on a loan to make effective use of the strong statement of financial position. Trade payables climbed from a prior-year EUR 0.9 million to EUR 1.6 million as at 31 December 2024. Other liabilities rose to EUR 3.6 million (31 December 2023: EUR 2.5 million) at the balance sheet date. The increase is substantially attributable to the takeover of Zeaborn.

In the period underreview the MPC Capital Group generated a positive cash flow from operating activities of EUR 20.7 million (2023: EUR 14.5 million). The positive cash flow stems from both service business and the co-investment portfolio of MPC Capital.

The cash flow from investing activities in the period under review came to EUR -31.3 million (2023: EUR -11.6 million). Payments for investments in financial assets amounting to EUR 34.9 million (2023: EUR 22.4 million) were necessitated mainly by the increased equity investment in MPCC and by the involvementin other investment projects as co-investor. There was an opposite effect from proceeds from the disposal of financial assets in the amount of EUR 5.4 million (2023: EUR 8.3 million). In the 2024 financial year, MPC Capital received interest and dividends in the amount of EUR 2.9 million (2023: EUR 4.8 million) from its equity investments and loans.

The distribution of the dividend for MPC Capital AG in the amount of EUR 9.5 million (2023: EUR 7.1 million) as well as dividend payments and distributions to other shareholders brought a negative cash flow from financing activities of EUR -17.3 million in the 2024 financial year (2023: EUR -10.9 million).

Total cash and cash equivalents at the end of the year declined to EUR 33.2 million (31 December 2023: EUR 61.1 million).

NET ASSETS AND FINANCIAL POSITION OF THE PARENT COMPANY

The total assets of MPC Capital AG increased to EUR 152.5 million as at 31 December 2024 (31 December 2023: EUR 150.4 million). Fixed assets, which mainly comprise shares in affiliated companies and equity investments (financial assets) and, to a minor extent, property, plant and equipment, were driven up by investing activities in the 2024 financial year to EUR 116.4 million (31 December 2023: EUR 88.0 million).

Current assets comprised receivables and other assets totalling EUR 16.1 million (31 December 2023: EUR 22.5 million). The decrease was largely a result of the reduction in receivables from affiliated companies in connection with profit transfers by subsidiaries. Cash in hand and bank balances declined with the concluding of fresh co-investments from EUR 39.9 million in the previous year to EUR 19.9 million as at 31 December 2024.

On the equity and liabilities side, equity remained almost unchanged at the level of EUR 110.1 million (31 December 2023: EUR 110.3 million). The rise in total assets pushed the equity ratio down to 72.2 % (31 December 2023: 73.3 %). Provisions of EUR 5.8 million were below the prior-year level (31 December 2023: EUR 6.1 million). Liabilities rose to EUR 36.6 million (31 December 2023: EUR 34.1 million). They resulted mainly from increased liabilities to affiliated companies.

PRINCIPLES AND GOALS OF FINANCIAL MANAGEMENT

The goal of financial management at MPC Capital AG is to safeguard the financial stability and business flexibility of the Group. Liquidity management within the MPC Capital Group maps the Group's short and long-term liquidity requirements on the basis of a planning model. Liquidity planning and the liquidity situation are central factors within the risk management approach of the MPC Capital Group.

FINANCIAL AND NON-FINANCIAL PERFORMANCE INDICATORS

The financial performance indicators developed as follows in the period under review:

MPC Capital
Group
MPC AG
Financial
performance
indicators
2024 2023 Change 2024 2023 Change
in
EUR
'000
in
%
in
EUR
'000
in
%
Revenues 43,033 37,948 +13 % Not a financial performance indicator
Earnings
before
tax
(EBT)
24,508 19,301 +27 % 9,219 10,351 -11%
(cash in hand and bank balances)
Liquidity
33,218 61,140 -46 % 19,867 39,875 -50%
Equity ratio 81.0 % 85.2 % -4.2pp 72.2% 73.3% -1.1pp

No analysis of non-financial performance indicators is carried out as they are not used for internal management purposes.

SUMMARY OF THE ECONOMIC POSITION

The economic position of both the MPC Capital Group and the parent company developed positively in the 2024 financial year. The expansion ofthe management platforms and a transaction volume of EUR 1.5 billion brought a rise in revenues of approximately 13 %. The returns from the co-investment portfolio moreover kept the financial result consistently high. With earnings before tax of EUR 24.5 million, the upper reaches of the forecast corridor of EUR 23.0 million to EUR 25.0 million, as firmed up in August 2024, were achieved.

The takeover of Zeaborn Ship Management meant MPC Capital further expanded its management platform in the Maritime area. Assets under management rose as a result of the acquisition and from further transactions to around EUR 5.1 billion as at the end of the financial year.

Group liquidity of EUR 33.2 million as at the balance sheet date remained at what the management considers to be a comfortable level, serving as a basis for the Company 's further development. In light of the efforts to achieve global climate targets, which are fuelling a need for investment in real asset projects, fresh opportunities for growth will emerge for MPC Capital.

The key challenge remains to identify attractive investment targets in a volatile macroeconomic and geopolitical environment and to gain sufficient access to institutional investors in order to continuing expanding business.

Proposed Dividend in the Amount of EUR 0.27 Per Share

On the basis of the positive development in the 2024 financial year, in consultation with the Supervisory Board of MPC Capital AG the Management Board intends to propose a dividend of EUR 0.27 for the 2024 financial year at the Annual General Meeting on 13 June 2025. This proposal corresponds to the dividend distributed in the previous year. Based on an average share price of EUR 4.16 in 2024, the dividend yield would be 6.5 %. The payout ratio would be 57 % and therefore again slightly above the target level set out in the Company 's distribution policy of a payout of up to 50 % of consolidated profit after elimination of non-controlling interests (subject to current growth opportunities). For the past three years, MPC Capital has distributed more than the amount specified in the dividend policy on the basis of its high cash position.

MPC Capital dividend

* adjusted for the special income from the sale of the Dutch real estate business ** based on the average share price (Xetra) in the financial year in question

CHANGES ON THE MANAGEMENT BOARD OF MPC CAPITAL AG

With effect from the close of the Annual General Meeting on 13 June 2024 Constantin Baack was appointed as new Chief Executive Officer. Constantin Baack has been with MPC Capital since 2008 and a member of the Management Board since 2015, where he latterly held responsibility for the Maritime portfolio. Ulf Holländer has exited from the Management Board after 24 years, including nine years as Chief Executive Officer. The Annual General Meeting elected Ulf Holländer to the Supervisory Board, where he has replaced Dr Ottmar Gast.

The Supervisory Board in addition appointed Christian Schwenkenbecher to the Management Board as Chief Client Officer. Christian Schwenkenbecher has been Head of Institutional Sales & Products at MPC Capital since 2022. Prior to joining, he spent ten years in investment banking at Hauck Aufhäuser Lampe, most recently with responsibility for transactions and sales activities in London.

From now on, the Management Board of MPC Capital AG is comprised as follows: Constantin Baack (Chief Executive Officer; Chairman), Dr Philipp Lauenstein (Chief Financial Officer) and Christian Schwenkenbecher(Chief Client Officer).

CHANGE IN MAJORITY SHAREHOLDER OF MPC CAPITAL AG A ND CHANGES ON SUPERVISORY BOARD

On 12 December 2024 Thalvora Holdings GmbH (currently: Altstadtsee 658. V V GmbH), Hamburg, ("Thalvora") concluded a contract for the acquisition of 74.09 % of the shares of MPC Capital AG with MPC Münchmeyer Petersen & Co. GmbH ("MPC Holding"), the founding shareholder and long-term anchor shareholder of MPC Capital AG since 1994. Thalvora is a subsidiary of Castor Maritime Inc., Marshall Islands, which is listed on the US stock market Nasdaq and is chaired by the Greek entrepreneur Petros Panagiotidis

4. Other Information The Management Board of MPC Capital AG has concluded an agreement with the new investor that is designed to promote the Company's growth through the development and management of investment solutions in the Maritime and Energy Infrastructure areas. The agreement reflects the new anchor investor 's full support for the current operational positioning and strategic direction of MPC Capital with registered office in Hamburg. In addition to strategic and organizational aspects, the agreement contains other key principles such as maintaining and supporting the Frankfurt Stock Exchange listing.

Supervisory Board Chairman Dr Axel Schroeder and Supervisory Board member Joachim Ludwig surrendered office upon the transaction's completion. Upon the application of the Management Board, by order dated 8 January 2025 the Hamburg District Court appointed Petros Panagiotidis and Petros Zavakopoulos to the Supervisory Board up until the close of the next Annual General Meeting pursuant to Section 104 of the German Stock Corporation Act (AktG). Ulf Holländer was appointed Supervisory Board Chairman at the constituent meeting.

DEP ENDENT COMPA NY R EP OR T BY THE M A N A GEMENT B O A R D IN A CCOR DA NCE W ITH SEC TION 312 OF THE GER M A N S TOCK C OR P OR ATION A C T (A K T G)

Until 16 December 2024 MPC Capital AG was a dependent company of MPC Münchmeyer Petersen & Co. GmbH, Hamburg, Germany, within the meaning of Section 312 AktG. On 16 December 2024 Thalvora Holdings GmbH (currently: Altstadtsee 658. V V GmbH), Hamburg, Germany, acquired all the shares held by MPC Münchmeyer Petersen & Co. GmbH. The Management Board of MPC Capital AG has therefore prepared a report in accordance with Section 312 (1) AktG on relationships with dependent companies that contains the following closing statement:

"The Management Board of MPC Capital AG hereby declares that for the transactions listed in the dependent company report, under the circumstances known to the Management Board at the time when the transactions were conducted, the Company received appropriate consideration for each transaction and was not disadvantaged in any way. No actions were taken or not taken at the instigation or in the interests of the controlling company or a dependent company."

5. Report on Risks and Opportunities

BASIC PRINCIPLES

The business strategy of MPC Capital focuses on delivering sustained growth and increasing enterprise value. The pursuit of this goal involves managing or avoiding unreasonable risks. Ourrisk managementis a substantial component of planning and implementing this strategy. The basic guiding principles are set by the Management Board.

Risk Management System

Risk management works to identify risks in the MPC Capital Group in addition to analysing, assessing, monitoring and controlling them.

A Group-wide risk inventory is carried out at regular intervals, but at least once per year, as part of the risk management process. The risk inventory is performed by the individual units according to a bottom-up principle. The people in charge here are the risk management officers within the respective units, who determine probabilities of occurrence and loss levels for the potentialrisks. This information is aggregated in the Group Controlling department, and recorded and passed on in reporting.

Thanks to integrated, regular reporting, the Management Board is kept informed about the development of the risk situation of the individual units and the MPC Capital Group as a whole. The Management Board must also be informed immediately of extraordinary and/or unscheduled changes in the risk position via the risk early warning system; if necessary, the Management Board must then also notify the Supervisory Board of the change in the risk situation without delay.

The risk management system of the MPC Capital Group enables Group-wide, systematic risk controlling and early and sufficient risk provisioning. Risk management is a dynamic, evolving process. Lessons learned from the daily handling of risks and risk provisioning make an important contribution to the continuous optimization of the system.

Presentation of Opportunities and Risks

The categorization of the principal opportunities and risks of the MPC Capital Group reflects the structure laid down internally for risk management purposes and adopts the gross approach. MPC Capital AG, as the parent company of the MPC Capital Group, is included in the risk management system. The disclosures fundamentally also apply to the annual financial statements of MPC Capital AG.

The following principal opportunities and risks for the business of the MPC Capital Group were identified:

OP P OR T UNI T IE S

Business Environment and Market-Related Opportunities

MPC Capital identifies additional growth opportunities forits business in the need forinvestmentin the upcoming global ecological transformation. Environmental aspects, social issues and corporate governance factors will become ever more important considerations when developing new investments.

Market experts believe that demand for real asset and infrastructure investments will increase over the long term. According to a study by EY from December 2024, the current allocations of institutional investors in alternative assets concentrate primarily on private equity (22 %),followed by real estate (16 %), private debt(14 %) and real assets and infrastructure (12 %). The survey reveals that 50% ofthe investors polled plan to increase theirinvolvementin infrastructure over the next three years; only 8 % intend to reduce their allocations.

The MPC Capital Group therefore identifies market potentialforreal investments and investment products, as well as for services thatintelligently bring togetherinvestors and investment projects and provide long-term advisory and support.

MPC Capital sees fresh opportunities for attractive investments in market corrections.

Competitive Opportunities

MPC Capital is a global investment and asset manager for infrastructure projects. In the Maritime and Energy Infrastructure areas, MPC Capital initiates and manages investment solutions for institutional investors. Together with its subsidiaries, it develops and offers individual investment opportunities and services for national and international institutional investors, family offices and third-party companies.

Its product and service offering focuses on the Maritime and Energy Infrastructure areas. The MPC Capital Group has a proven and comprehensive track record in both business units. Furthermore, the Group can call on an extensive international network of business partners and partner companies to secure and implement attractive projects.

Opportunities from the Co-Investment Strategy

To ensure that the interests of the investor are aligned with those of the asset and investment manager, in consultation with the investors for each specific project the MPC Capital Group normally provides up to 10 % of the equity for the investment project, by way of co-investment. The essence of this strategy is fundamentally to account for merely the co-investment share, rather than for any assets in full, in order to keep dependence on possible market and valuation fluctuations as low as possible (asset-light approach). The proceeds achieved from the value gains of the equity investments are reflected in the income statement as other operating income or income from equity investments.

RISKS

Business Environment and Market-Related Risks

Business Environment Risks

Considerable political uncertainty is expected in 2025, especially with Donald Trump's re-election as US president. This could trigger drastic changes in various policy areas such as trade, tax, government spending, regulation, immigration and foreign policy, with a major impact on the markets. Whereas the United States could enjoy a stimulus from measures such as extended tax cuts, an aggressive tariffs policy could create considerable uncertainty that would weigh on global economic growth. Meanwhile other countries face challenges: Europe is having to handle difficulttrade relations and pressure from the United States, while China is contending with a slower economy and the continuing real estate crisis. Despite the US market 's positive response to potential deregulatory measures, there is a broad spectrum of potential scenarios worldwide. Overall, moderate global economic growth of three percent is expected for the years 2025 and 2026, with central banks on the lookout for clear signs of changes in growth and inflation.

The war in Ukraine, the Middle East conflict and an ailing world economy have significantly increased the geopolitical and economic risks in recent years. This could mean that projects in which MPC Capital is involved as investment manager and in some cases also as co-investor might fail to achieve the anticipated returns. In addition, the changed circumstances could prompt investors to hold back with the effect that planned new projects or investments are delayed or not realized.

Market-Related Risks

The MPC Capital Group's business success is dependent on developments in the global financial and capital markets. High market turbulence can represent a threat to the existence of businesses such as MPC Capital. Negative developments might not only endanger the launch of new investment projects and services; they could also undermine the performance of existing real investments and investment products and cause reputational damage to the MPC Capital brand.

In addition, a sustained period of high interest rates could have a positive impact on other forms of investment and cause demand for real asset investments and investment products to stagnate or even backtrack.

The MPC Capital Group counters market-related risks by constantly heeding the need for diversification and taking into account cyclical patterns when identifying investment targets.

Rising Sustainability Requirements

Growing demands from governments, investors and business partners regarding sustainability aspects and financing constraints on greenhouse-gas-intensive assets could lead to additional costs for the MPC Capital Group. New regulatory frameworks such as the Corporate Sustainability Reporting Directive (CSRD) or indeed voluntary commitments to internal sustainability or climate change goals harbour further liability risks. In addition, corporate commitments in areas that are in the spotlight of the society-wide debate on sustainability may be received negatively and trigger adverse media attention. This could lead to reputational damage and be detrimental to the attainment of business objectives.

MPC Capital counters these risks for example by expanding its own ESG processes and adopting suitable ESG reporting based on market-leading standards and frameworks. In this connection MPC Capital will closely monitor implementation of the CSRD, especially its transposition into national law as well as approval of the European Sustainability Reporting Standards to be anchored in the framework, along with the EU Taxonomy, and suitably prepare to satisfy the relevant requirements in risk management and (non-) financial reporting.

Availability of Real Assets

As an investment manager for real asset investments, MPC Capital is reliant on a suitable selection of attractive real assets in the Maritime and Energy Infrastructure areas. Global economic, competitive and regulatory changes can have a significant impact on their availability. MPC Capital classifies the risk of a shortage of products as low thanks to its diversification, an extensive portfolio of existing funds and investment platforms, a broad network of partners and good market access.

Demand for Real Investment Products

The MPC Capital Group is dependent on future demand for real investment products. Currently no drop in demand for real investment products has been identified. The risk of a permanent decline in demand that could hamper the development of the MPC Capital Group is assessed as low, considering the growing demand for investment in infrastructure globally and the fact that interest rates are coming back down.

Regulatory Risks

Regulatory measures are led by the European Union and continue to be promoted in its member states. The depth and scope of supervisory and consumer protection regulations affect asset and investment managers and can involve regulatory costs that may affect the MPC Capital Group's margin. In addition, in certain situations the MPC Capital Group must work with external service providers to meet supervisory requirements. That, too, can adversely affect the MPC Capital Group's margin.

Reputational Risk

Business partners of MPC Capital are scrutinized to detect any sanctioned persons. However the possibility cannot be excluded that business partners will successfully conceal who ultimately stands to profitfrom the planned transaction, and that these background operators are actually sanctioned persons.

Performance-Related, Organizational and Strategic Risks to the Company

Competition Risk

The MPC Capital Group aspires to use its individual investment strategies to become one of Germany's leading independent investment managers forreal investments and investment products. As such,the Company is in competition with other providers of real-asset financial products and services. As a result of focusing its sales activities on international institutional investors, family offices and third-party companies, the field of competitors now includes similar international companies.

There is a fundamental business risk that the MPC Capital Group will not be sufficiently successful at repositioning and establishing itself sustainably among its customers, offering the products and services that its target groups want, or consistently generating income. There is furthermore the risk that the Group will not be sufficiently successful at onboarding assets within its individual investment strategies.

The MPC Capital Group counters this risk by concentrating on real asset products and services in special markets with high demand momentum within its core segments. By diversifying within the Maritime and Energy Infrastructure areas, the risk of cyclical dependence on a single area can be mitigated. The special expertise and experience within the Company, a broad network and the targeted recruitment of employees with many years of experience, particularly in business with institutional investors, have helped to reduce this risk.

Operating Risks

In the course of planning and developing new investment projects, the MPC Capital Group incurs expenses when seeking out suitable assets, analysing the opportunities and risks of assets and structuring the real investment products. These costs are incurred in part through the use of own staff and also through the use of external service providers, consultants and advisers. The majority of these costs incurred by the MPC Capital Group are only compensated for when a particular investment product materializes and the MPC Capital Group has received the corresponding fees. If a real investment product fails to materialize, any costs incurred during planning and development must be borne by the MPC Capital Group itself.

The MPC Capital Group launches investment projects with well-known and reliable partners, and often participates in these projects as a minority shareholder. Partners could demand a larger co-investment share from the MPC Capital Group, negative project developments could result in losses on the part of the MPC Capital Group, and the loss of such partners could adversely affect the MPC Capital Group's ability to acquire suitable assets.

Its focus on real-asset investment products, but also its participation in investment products through co-investments, mean the MPC Capital Group is exposed to structural, legal and environmental-law risks, for example. From the planning and implementation stage, projects already require compliance with a wide range of rules and regulations and their development is dependent on whether the relevant permits have been obtained. This process can still be frustrated by statutory or regulatory requirements during the realization phase, or such requirements can result in delays, a need for modifications and significant cost increases. Cost budget overruns could also adversely affect the remuneration received by the MPC Capital Group.

For project financing for its investment platforms, the MPC Capital Group is sometimes dependent on obtaining financing from lending institutions and, going forward, might not be able to obtain sufficient financing, or follow-on financing for expiring financing, from credit institutions.

In the Maritime Infrastructure area, risks furthermore arise from operating activities (breakdowns, damage, maritime accidents) and the underutilization of transport vessels, which could lead to lower fees or even the loss of the charter or ship management contract. Operating risks are also an intrinsic aspect of projects in the Energy Infrastructure area. All risks are approached with professionalism. This is reflected in the MPC Capital Group's organization, but also in its choice of partners and service providers. Operating risks can also be limited to some extent through insurance cover.

Supply Chain Management

As an investment and asset manager, MPC Capital is only indirectly dependent on supply chains. The results of the operational units and of certain investment platforms nevertheless depend to some extent on reliable and effective management of the supply chains for components, materials and commodities. Capacity restrictions and supply bottlenecks that stem from ineffective management of supply chains could lead to production shortages, delayed deliveries, quality problems, additional costs and diminished returns from the investment platforms. Unexpected price increases for materials and commodities due to market shortages or for other reasons could equally have an adverse effect on the performance of MPC Capital.

HR Risks

The future development of the MPC Capital Group is especially dependent on the expertise and experience of the Company 's employees. In particular, the Company must retain key employees. The MPC Capital Group has previously achieved this through a corporate culture based on partnership and various financial and non-financial incentives.

Legal Risks

The consolidated financial statements as at 31 December 2024 include provisions for legal and consultancy costs of EUR 6.4 million (31 December 2023: EUR 7.1 million). The Company believes the provisions constitute adequate risk provisioning for the MPC Capital Group's potential or pending legal risks.

Risks related to the placement of closed-end funds with private investors up until 2012 have steadily declined over the years and are in fact adequately covered either through insurance or through provisions. In addition, the affected companies of the MPC Capital Group are neither relevant for its profitability, nor could an unexpected liability issue penetrate as far as MPC Capital AG.

Financial Risks

Measurement Risks from Equity Investments

The MPC Capital Group holds various equity investments in enterprises, companies and assets. As part of its comprehensive and regular risk management, the MPC Capital Group reviews the intrinsic value of these equity investments and/or assets and where necessary corrects their carrying amounts on the separate and/or consolidated statement of financial position of MPC Capital AG. Corporate law regulations at otherlong-term investees and investors may also resultin changes to carrying amounts with a negative effect on the Group.

Liquidity Risk

Liquidity risk monitoring is managed centrally in the MPC Capital Group. To ensure solvency, sufficient liquidity reserves are maintained so that payment obligations can be satisfied throughout the Group as they mature.

The MPC Capital Group had cash and cash equivalents amounting to EUR 33.2 million as at the balance sheet date of 31 December 2024. The liquidity available and the Group's financial liabilities as at the reporting date, along with the maturity structures, are reported in the notes to the consolidated financial statements ofthe MPC Capital Group and MPC Capital AG.

Interest Rate Risk

Risks from interest rate changes are rated as low for the MPC Capital Group. The Company had not entered into any interest rate hedges as at the balance sheet date.

Risk of Additional Tax Payments

It cannot be ruled out that the assessment reached by the tax authorities as part of future tax audits or based on a change in the administration of justice by the supreme court may differ from that reached by the MPC Capital Group or may alter previous measurements, and that the tax authorities may claim additional tax payments in respect of past assessment periods. The same applies to future assessment periods. The risk of additional tax payments is likewise associated with a not inconsiderable interest rate risk, since late additional tax payments in Germany fundamentally attract the statutory interest rate. The Company believes the provisions constitute adequate risk provisioning for the MPC Capital Group's potential legal risks.

Currency Risks

The MPC Capital Group is exposed to currency risks through its international business activities. These arise from changes in exchange rates between the Group currency (EUR) and other currencies,

Some companies of the MPC Capital Group realize revenues in US dollars. Meanwhile expenditures are incurred largely in euros, so movements in the exchange rates can have a major impact on the result.

To hedge against currency risks, a significant portion of the contractually fixed US dollar revenues for 2024 was backed by derivative financial instruments. Exchange rate developments are continuously analysed as part of Group Treasury 's activities so that currency hedges can be taken out as required.

Risk of Bad Debt and Loss of Income

The MPC Capital Group's business activities also include financing and management services for fund companies and subsidiaries. The Group has built up receivables in connection with this. The MPC Capital Group regularly conducts impairment testing of all receivables. Write-downs are recognized in the accounts and reported under other operating expenses; they amounted to EUR 0.3 million in the 2024 financial year (2023: EUR 0.2 million).

It cannot be ruled out that the MPC Capital Group will have to write down receivables in future as well.

Contingent Liabilities

Contingent liabilities in accordance with Section 251 HGB in conjunction with Section 298 (1) amounted to EUR 0.9 million as at 31 December 2024 (31 December 2023: EUR 0.9 million); these mainly comprised directly enforceable warranties and guarantees. There are currently no indications that contingent liabilities will crystallize. The Management Board of MPC Capital AG therefore classifies the economic risk as low.

OVERALL ASSESSMENT OF RISK AND OPPORTUNITY SITUATION

The MPC Capital Group's overall risk and opportunity situation is the net result of the individual risks and opportunities presented above. The Company has implemented an extensive risk management system to ensure that these risks are controlled. Even if the macroeconomic and geopolitical framework remain challenging, the risk position of the MPC Capital Group has not changed materially compared with the previous year.

Based on the information currently known, there are no risks that could present a threat to major Group companies, to the parent company or to the MPC Capital Group overall as going concerns.

K E Y F E AT UR E S OF T HE IN T ER N A L C ON T R OL A ND R ISK M A N A GEMEN T SYS T EM IN T ER MS OF T HE A C C OUN T ING PROCESS

In terms of the accounting process, the risk management system is geared towards compliance with legal and industry standards,the correct recognition of items in the accounts and the appropriate assessment and consideration of accounting risks. Where the accounting process is concerned, therefore, the internal control and risk management system aims to ensure proper bookkeeping and accounting and guarantee the reliability of the financial reporting.

Ongoing monitoring takes place as part of an accounting-related internal control system (ICS), which is an integral part of the risk management system. The ICS contains legal and internal rules and procedures, as well as controls designed for prevention and detection.

The integrated safeguards are intended to prevent errors. Controls are designed to reduce the probability of errors occurring in workflows and to identify errors that may have occurred. In particular, these measures include the separation of functions, approval processes and the dual-control principle, IT controls, access restrictions and permissions concepts in the IT system.

Qualified employees, the use of standard industry software and clear internal standards and compliance with statutory provisions form the primary basis for a uniform and continuous accounting process within the MPC Capital Group.

As the parent company of the MPC Capital Group, MPC Capital AG is included in the accounting-related internal control system presented above. The above disclosures also apply in principle to the annual financial statements of MPC Capital AG.

6. Report on Expected Developments

The following forecasts contain assumptions that are not certain to materialize. If one or more assumptions fail to materialize, the actual events and developments may differ significantly from the forecasts presented.

GENERAL ECONOMIC SITUATION

The economic outlook for 2025 depends substantially on political developments in the United States. A shift of direction in economic policy could create both opportunities and risks for the global economy. Meanwhile geopolitical uncertainties remain as a result of the continuing war in Ukraine and the fragile situation in the Middle East.

Global economic activity therefore remains muted. There are plenty of indications that the US economy will continue to enjoy solid growth at a fasterrate than otherindustrial nations. The biggest economic strains forthe eurozone come from Germany and France, with domestic political uncertainties holding back the economy. Higher US tariffs could have an increasingly adverse effect on Europe's industrial economy. China would likewise sufferfrom higher US tariffs. As matters stand, there is no sign of a substantial economic improvement even though the Chinese government has approved a raft of stimulus packages and the central bank has relaxed its monetary policy.

For 2025, the International Monetary Fund (IMF) expects global output to grow by 3.3 %. For the Eurozone,the institute forecasts slight GDP growth of 1.0 %. Likewise in Germany, economic output is set to increase only moderately in 2025, if indeed at all.

Notwithstanding the global uncertainty surrounding economic and geopolitical development, market researchers anticipate a further rise in volume for alternative investments in real assets and infrastructure. MPC Capital could equally benefit from this trend.

Annual Report 2024 MPC Capital AG 45

ANTICIPATED BUSINESS PERFORMANCE

For all the geopolitical and economic challenges, MPC Capital views the new financial year with confidence and is aiming for strategic growth based on targeted investments and responding to market opportunities.

Underpinned by a strong statement of financial position with an equity ratio of 81%, Group liquidity of EUR 33.2 million and a refined, focused corporate strategy, MPC Capital will continue to concentrate on expanding its investment and service platforms in order to generate additional growth.

Particularly in light of the strong demand for investments in connection with the energy transition and the decarbonization of world trade, MPC Capital identifies opportunities for growth in the Maritime and Energy Infrastructure sectors. The entry into the market for offshore service ships in 2024 and the expansion of energy infrastructure activities in Europe offer firm potential for growth.

Following the integration of the Zeaborn Group, service business enjoys an even broader basis that is ripe for further expansion. Additional services in the fields of digitalization, artificial intelligence and performance management offer further potential for growth.

MPC Capital is working hard on a number of transactions that are a response to the need to rejuvenate the merchant fleet and switch to efficient propulsion units. In addition, sustainable income streams are expected from the equity investment in MPC Container Ships ASA, as well as from projects that the Company has initiated in recent years together with various investors and partners. MPC Capital is also pursuing opportunistic investment strategies in the Maritime area.

Forecast for the MPC Capital Group:

For the 2025 financial year, the Management Board expects consolidated revenues of between EUR 43.0 million to EUR 47.0 million.

Consolidated earnings before tax (EBT) should be in the range of EUR 25.0 million to EUR 30.0 million.

Liquidity is likely to decline slightly in the course of the financial year based on the level of investing activities and the dividend distribution, with positive operating cash flow and further capital returns from co-investments. The Management Board continues to target an equity ratio of more than 70 %.

For the parent company, MPC Capital AG, the Management Board expects income and expenses as well as EBT for the 2025 financial year to be on a par with the previous year. The liquidity level and equity ratio should equally be in line with the previous year.

Hamburg, 19 March 2025

Chairman

Dr Philipp Lauenstein

Constantin Baack Christian Schwenkenbecher

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Financial Position 48
Consolidated
Income
Statement
49
Consolidated Statement of Changes in Equity 50
Consolidated Statement of Cash Flows 51
Notes
to
the
Consolidated
Financial
Statements
52

Consolidated Statement of Financial Position

ASSETS

EUR '000 31/12
/2024
31/12
/2023
A. Fixed
assets
91,350 61,500
I. Intangible
assets
5,273 3,348
1.
Purchased
concessions,
industrial
rights
and
software
97 194
2.
Goodwill
5,176 3,154
II. Property,
plant
and
equipment
2,004 2,129
1. Land,
land
rights
and
buildings
including
buildings
on
third-party
land
116 122
2.
Other
fixtures
and
fittings,
operating
and
office
equipment
1,888 1,723
3.
Advance
payments
0 284
III. Financial
assets
84,073 56,022
1.
Shares
in
affiliated
companies
430 130
2.
Shares
in
associates
68,416 40,603
3.
Equity
investments
9,853 10,000
4.
Investment
securities
4,733 4,733
5.
Other
loans
641 556
B. Current
assets
69,661 90,276
I. Receivables
and
other
assets
36,444 29,136
1.
Trade
receivables
4,504 5,748
2. Receivables
from
otherlong-term
investees
and
investors
2,322 3,393
3.
Other
assets
29,617 19,995
II. Cash
in
hand
and
bank
balances
33,218 61,140
C. Prepaid
expenses
376 301
Total assets 161,387 152,077

EQUITY AND LIABILITIES

EUR '000 31/12
/2024
31/12
/2023
A. Equity 130,690 129,522
I.
Subscribed
capital
35,248 35,248
II.
Additional
paid-in
capital
51,917 51,917
III.
Difference
in
equity
from
currency
translation
106 -8
IV.
Net
retained
profit
42,932 35,636
V.
Minority
interest
487 6,729
B. Provisions 21,560 18,511
1.
Provisions
for
taxes
6,426 4,844
2.
Other
provisions
15,135 13,667
C. Liabilities 9,031 3,927
1.
Liabilities
to
banks
3,511 0
2.
Trade
payables
1,618 891
3.
Liabilities
to
other
long-term
investees
and
investors
285 487
4.
Other
liabilities
3,617 2,549
D. Deferred
income
106 117
Total
equity
and
liabilities
161,387 152,077

Note: Rounding differences may occur.

Consolidated Income Statement

From 1 January to 31 December 2024

EUR '000 2024 2023
1. Revenues 43,033 37,948
2. Other
operating
income
20,223 8,005
3. Cost
of
materials:
cost
of
purchased
services
-4,010 -1,722
4. Personnel
expenses
-28,981 -19,779
a)
Wages and salaries
-25,799 -17,501
b)
Social
security,
post-employment
and
other
employee
benefit
costs
-3,182 -2,278
5. Amortization
of
intangible
fixed
assets
and
depreciation
of
property,
plant and equipment
-3,930 -2,777
6. Other
operating
expenses
-20,371 -17,534
7. Operating
result
5,964 4,141
8. Income
from
equity
investments
4,433 5,872
9. Other
interest
and
similar
income
1,443 2,055
10. Write-downs
on
financial
assets
-1,049 -4,489
11. Interest
and
similar
expenses
-385 -135
12. Result
of
associates
carried
at
equity
14,103 11,857
13. Earnings
before
tax
(EBT)
24,508 19,301
14. Taxes
on
income
-3,525 -2,429
15. Earnings
after
tax
(EAT)
20,984 16,872
16. Other
taxes
-29 -13
17. Consolidated
net
profit
20,955 16.860
18. Minority
interest
-4,142 -3,756
19. Dividends
paid
-9,517 -7,050
20. Profit
carried
forward
35,636 29,582
21. Net
retained
profit
42,932 35,636

Consolidated Statement of Changes in Equity

Capital and reserves attributable to the shareholders of the parent company

EUR '000 Subscribed capital Additional paid-in capital Net retained profit Difference in equity from currency translation As at 1 January 2024 35,248 51,917 35,636 -8 Capital reduction 0 0 0 0 Profit distributions 0 0 -9,517 0 Changes in consolidation 0 0 0 0 Consolidated net profit 0 0 16,813 0 Currency translation differences 0 0 0 114 Total comprehensive income 0 0 16,813 114 As at 31 December 2024 35,248 51,917 42,932 106 Equity Equity before attributed share of net retained profit Net retained profit Equity Consolidated equity 122,793 3.551 3.178 6,729 129,522 0 -3,366 0 -3,366 -3,366 -9,517 0 -6,530 -6,530 -16,047 0 0 -488 -488 -488 16,813 0 4,142 4,142 20,955 114 0 0 0 114 16,927 0 4,142 4,142 21,069 130,203 185 302 487 130,690

Minority interest

Note: Rounding differences may occur.

EUR '000 Subscribed
capital
Additional
paid-in
capital
Net
retained
profit
Difference
in equity from
currency translation
Equity Equity before
attributed share of
net
retained
profit
Net
retained
profit
Equity Consolidated
equity
As
at
1
January
2023
35,248 51,917 29,582 -15 116,732 4,201 2,256 6,457 123,189
Capital reduction 0 0 0 0 0 -865 0 -865 -865
Profit
distributions
0 0 -7,050 0 -7,050 0 -2,671 -2,671 -9,721
Changes in consolidation 0 0 0 0 0 215 -163 52 52
Consolidated
net
profit
0 0 13,104 0 13,104 0 3,756 3,756 16,860
Currency translation differences 0 0 0 7 7 0 0 0 7
Total comprehensive income 0 0 13,104 7 13,111 0 3,756 3,756 16,867
As
at
31
December
2023
35,248 51,917 35,636 -8 122,793 3,551 3,178 6,729 129,522

Consolidated Statement of Cash Flows

From 1 January to 31 December 2024

EUR '000 2024 2023
Cash
flow
from
operating
activities
20,682 14,509
Consolidated
net
profit
20,955 16,860
Amortization
of
intangible
assets
and
depreciation
of
property,
plant and equipment
3,929 2.777
Write-downs
on
financial
assets
1,049 4,489
Write-ups
on
financial
assets
-175 -118
Result of associates carried at equity -14,103 -11,857
Gain/loss
on
the
disposal
of
intangible
assets
and
property,
plant
and
equipment
-561 5
Gain
on
the
disposal
of
financial
assets
-676 -3,483
Changes
in
inventories,
trade
receivables
and
other
assets
not
allocable
to
investing
and
financing
activities
1,215 -4,432
Changes in trade payables and other liabilities not allocable to
investing
and
financing
activities
-10,279 -4,148
Changes in other provisions 173 -1,819
Proceeds from dividends 25,781 15,506
Income
tax
expense
3,525 2,429
Income
taxes
received
/paid
-10,099 -2,370
Interest
expenses
and
interest
income
-166 664
Other
non-cash
expenses
and
income
114 6

Cash and cash equivalents corresponds to the balance sheet item "Cash in hand and bank balances".

Cash inflows that, in accordance with their economic character, result from cash inflows from non-current assets held in the course of operating activities (proceeds from disposals and dividends) are included in operating cash flow in the consolidated statement of cash flows. The cash and cash equivalents component from the joint ventures using proportionate consolidation amount to EUR 0.9 million.

EUR '000 2024 2023
Cash
flow
from
investing
activities
-31,265 -11,561
Payments
for
investments
in
intangible
assets
and
property,
plant and equipment
-5,953 -1,626
Payments
for
investments
in
financial
assets
-34,851 -22,435
Proceeds
from
the
disposal
of
intangible
assets
and
property,
plant and equipment
787 43
Proceeds
from
the
disposal
of
financial
assets
5,421 8,253
Effects of changes in consolidation 408 -633
Interest
received
1,240 1,268
Proceeds from dividends 1,683 3,569
Cash
flow
from
financing
activities
-17,339 -10,876
Borrowings
from
financial
liabilities
3,500 0
Dividends paid by MPC Capital AG -9,517 -7,050
Dividends paid to other shareholders -6,530 -2,671
Payments to other shareholders -3,400 -864
Repayments of borrowings -888 -331
Interest
paid
-16 -12
Effects of changes in consolidation -488 52
Changes
in
cash
and
cash
equivalents
-27,922 -7,928
Cash and cash equivalents at the start of the period 61,140 69,068
Cash
and
cash
equivalents
at
the
end
of
the
period
33,218 61,140

Notes to the Consolidated Financial Statements

of MPC Münchmeyer Petersen Capital AG, Hamburg, from 1 January 2024 to 31 December 2024

1. BASIC INFORMATION

The MPC Münchmeyer Petersen Capital Group ("MPC Capital", "MPC Capital Group") is an independent asset and investment managerforreal assetinvestments. MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is the Group parent. Together with its subsidiaries, MPC Capital AG develops and manages real asset investments and investment products for international institutional investors, family offices and professional investors. The financial year of MPC Capital AG and of its included subsidiaries corresponds to the calendar year.

MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is entered in the Commercial Register of the Hamburg District Court, Department B, under 72691 and its shares are listed in the "Scale" segment of Deutsche Börse AG. The Company 's registered office is Hamburg, Germany.

2. SUMMARY OF KEY ACCOUNTING POLICIES

The key accounting policies applied in the preparation of these consolidated financial statements are presented below. Unless stated otherwise, the policies described were applied consistently in the reporting periods presented.

2.1 Basis for the Preparation of the Consolidated Financial Statements

MPC Capital AG has prepared its consolidated financial statements for the 2024 financial year in accordance with German commercial law and the additionalrequirements of the German Stock Corporation Act(AktG). The consolidated financial statements were prepared on the assumption of business continuation.

The consolidated financial statements comprise the statement of financial position, income statement, statement of cash flows, notes and statement of changes in equity.

To enhance the clarity of presentation, various items have been grouped together in the consolidated statement of financial position and consolidated income statement, and are correspondingly presented and annotated separately in the notes to the consolidated financial statements. Furthermore, the additional disclosures required for individual items have been carried over into the notes to the consolidated financial statements. The consolidated income statement has been prepared according to the nature of expense method. In conformity with Section 265 (5) in conjunction with Section 289 (1) of the German Commercial Code (HGB) "Earnings before tax (EBT)" has been added to the consolidated income statement.

The financial statements of the companies included in the consolidated financial statements were prepared using uniform accounting principles. The accounting policies of subsidiaries were amended as necessary to ensure uniform Group accounting. The realization and imparity principle was observed.

The management report of the MPC Capital Group was combined with the management report of MPC Capital AG (combined management report) in application of Section 315 (5) HGB in conjunction with Section 298 (2) HGB.

The consolidated financial statements have been prepared in euros. Unless stated otherwise, all amounts are shown in thousand euros (EUR thousand, EUR '000). Commercial practice was followed in the rounding of amounts and percentages. As a result, minor rounding differences may occur.

These consolidated financial statements were approved by the Management Board and released for publication on 19 March 2025.

2.2 Principles and Methods of Consolidation

2.2.1 Consolidation

All domestic and international companies in which the MPC Capital Group can directly or indirectly influence financial and operating policy are included in the consolidated financial statements.

Subsidiaries: Subsidiaries are all companies (including special purpose entities) where MPC Capital AG can exercise a controlling influence over financial and operating policy (control). This is usually accompanied by a share in the voting rights of more than 50 %. Subsidiaries are included in the consolidated financial statements (fully consolidated) from the date at which MPC Capital AG has assumed control. They are deconsolidated at the date on which control ends.

Companies founded by MPC Capital AG or acquired from third parties are included in the consolidated financial statements as at the acquisition date in line with the purchase method in accordance with Section 301 HGB. Under the remeasurement method applied, the acquisition cost of the shares acquired is offset against the applicable share of the assets, liabilities, prepaid expenses, deferred income and special reserves of the subsidiary measured at fair value as at the acquisition date. Any positive difference resulting from this, if deemed sound, is capitalized as derivative goodwill. Negative goodwill arising on consolidation as at the acquisition date is reported under equity as a difference arising on consolidation.

The subsidiaries previously not included in the consolidated financial statements in accordance with Section 296 HGB are reported at fair value upon first-time inclusion.

If further shares in a subsidiary are acquired or sold after control has been achieved (increase or decrease in interest) without the status of subsidiary being lost, this is presented as a capital process.

Special purpose entities (SPE): An SPE is a company formed for a clearly defined and limited purpose. Ifthe MPC Capital Group bears the majority of the risks and rewards of its companies formed for limited and narrowly defined purposes, these companies are fully consolidated in accordance with Section 290 (2) No. 4 HGB.

Minority interests: In accordance with Section 307 HGB, an adjustment item is recognized in equity for shares in a subsidiary included in the consolidated financial statements and held by a third-party shareholder in the amount of the pro rata equity. This item is updated in subsequent periods.

Associates: Associates are those companies over which MPC Capital AG exercises significant influence but does not control, usually entailing a share of voting rights of between 20% and 50%. Investments in associates are accounted for using the equity method in accordance with Section 312 HGB and recognized at amortized cost. The MPC Capital Group's investments in associates include the goodwill arising on acquisition (after taking into account accumulated impairment).

The MPC Capital Group's share in the profits and losses of associates is recognized in profit or loss from the date of acquisition. If the MPC Capital Group's share of the loss in an associate is equal to or exceeds the MPC Capital Group's share in that company, the MPC Capital Group does not recognize any further losses unless it has entered into commitments for or made payments on behalf of the associate.

The key accounting policies of associates are amended if necessary to ensure standardized accounting throughout the Group. Capital gains and losses resulting from the disposal of investments in associates are recognized in profit orloss.

Joint venture: A joint venture is a contractual agreement under which two or more partners pursue an economic activity under common control. HGB provides an option regarding inclusion in the consolidated financial statements: inclusion using either proportionate consolidation or the equity method.

MPC Capital recognizes joint ventures using proportionate consolidation.

2.2.2 Consolidated companies

In addition to MPC Capital AG, 103 (previous year: 114) German and seven (previous year: nine) international subsidiaries are included in consolidation.

The following table shows all fully consolidated companies in accordance with Section 313 (2) No. 1 sentence 1 HGB:

Name of company Shareholding
Curamus
Managementgesellschaft
mbH,
Hamburg
(formerly:
Verwaltung
ZLG
Abwicklungsgesellschaft
mbH,
Hamburg)
100.00%
Deepsea
Oil
Explorer
Plus
GmbH
&
Co.
KG,
Hamburg
100.00%1
Duisburg
Invest
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%1
ELG
Erste
Liquidationsmanagement
GmbH,
Hamburg
100.00%
First
Fleet
Philipp
Beteiligungs
GmbH,
Delmenhorst
100.00%
Harper
Petersen
Albis
GmbH
&
Co.
KG,
Hamburg
(formerly:
Albis
Shipping
&
Transport
GmbH
&
Co.
KG,
Hamburg)
100.00%1
Harper
Petersen
&
Co.
Asia
Ltd.,
Hong
Kong
/
China
100.00%
Harper
Petersen
&
Co.
B.V.,
Amsterdam
/
Netherlands
100.00%
Harper
Petersen
&
Co.
GmbH
&
Co.
KG,
Hamburg
100.00%1
Harper
Petersen
&
Co.
Pte
Ltd.,
Singapore
100.00%
HLD
Vermögensverwaltungsgesellschaft
UG
(haftungsbeschränkt),
Hamburg
100.00%
Immobilienmanagement
MPC
Student
Housing
Venture
GmbH,
Hamburg
100.00%
Immobilienmanagement
Sachwert
Rendite-Fonds
GmbH,
Hamburg
100.00%
Management
Sachwert
Rendite-Fonds
Immobilien
GmbH,
Hamburg
100.00%
Managementgesellschaft
Harper
Petersen
mbH,
Hamburg
100.00%
Managementgesellschaft
MPC
Global
Maritime
Opportunity
Private
Placement
mbH,
Hamburg
100.00%
Managementgesellschaft
MPC
Solarpark
mbH,
Hamburg
100.00%
Managementgesellschaft
Oil
Rig
Plus
mbH,
Hamburg
100.00%
MPC
Achte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Best
Select
Company
Plan
Managementgesellschaft
mbH,
Quickborn
100.00%
MPC
Capital
Advisory
GmbH,
Hamburg
100.00%
MPC
Capital
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%1
Name of company Shareholding
MPC
Capital
Dritte
Beteiligungsgesellschaft
mbH,
Hamburg
(formerly:
MPC
Micro
Living
Development
GmbH,
Hamburg)
100.00%
MPC
Capital
GmbH,
Hamburg
100.00%
MPC
Capital
Investments
GmbH,
Hamburg
100.00%
MPC
Capital
Zweite
Beteiligungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Dritte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
ECOBOX
OPCO
1
Beteiligungs
GmbH
&
Co.
KG,
Hamburg
51.14%1
MPC
ECOBOX
OPCO
2
Beteiligungs
GmbH
&
Co.
KG,
Hamburg
77,56%1
MPC
ECOBOX
OPCO
4
GmbH
&
Co.
KG,
Hamburg
81.71%1
MPC
Energías
Renovables
Colombia
S.A.S.,
Bogotá
/
Colombia
100.00%
MPC
Elfte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Fünfte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Investment
Partners
GmbH,
Hamburg
100.00%
MPC
Investment
Services
GmbH,
Hamburg
100.00%
MPC
Maritime
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%
MPC
Maritime
Beteiligungsverwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Maritime
Holding
GmbH,
Hamburg
100.00%1
MPC
Maritime
Investments
GmbH,
Hamburg
100.00%
MPC
Multi
Asset
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Münchmeyer
Petersen
Real
Estate
Consulting
GmbH,
Hamburg
100.00%
MPC
Neunte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Real
Value
Fund
Verwaltungsgesellschaft
mbH,
Quickborn
100.00%
MPC
Renewable
Panama
S.A.,
Panama
100.00%
MPC
Schiffsbeteiligung
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Niebüll
100.00%
MPC
Sechste
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Siebte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Silica
Invest
GmbH,
Hamburg
100.00%
MPC
Venture
Invest
AG,
Vienna
/
Austria
100.00%
MPC
Vierte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Zehnte
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
Name of company Shareholding
MPC
Zweite
Vermögensstrukturfonds
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MS
STADT
RAVENSBURG
ERSTE
T
+
H
Verwaltungs
GmbH,
Hamburg
100.00%
Panda
Invest
GmbH,
Hamburg
100.00%
Palmaille
Ship
Invest
GmbH,
Hamburg
30.99%2
PB
BS
GMO
Verwaltungs
GmbH,
Hamburg
100.00%
PBH
Maritime
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
RES
Maxis
B.V.,
Amsterdam
/
Netherlands
71.50%
TVP
Treuhand-
und
Verwaltungsgesellschaft
für
Publikumsfonds
mbH
&
Co.
KG,
Hamburg
100.00%1
Verwaltung
"Rio
Blackwater"
Schifffahrtsgesellschaft
mbH,
Hamburg
100.00%
Verwaltung
Achte
Sachwert
Rendite-Fonds
Deutschland
GmbH,
Hamburg
100.00%
Verwaltung
Asien
Opportunity
Real
Estate
GmbH,
Hamburg
100.00%
Verwaltung
Bluewater
Investments
GmbH,
Hamburg
100.00%
Verwaltung
Dreiundfünfzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
Dreiundvierzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
Dritte
MPC
Sachwert
Rendite-Fonds
Opportunity
Amerika
GmbH,
Quickborn
100.00%
Verwaltung
Einundsiebzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
Elfte
Sachwert
Rendite-Fonds
Deutschland
GmbH,
Hamburg
100.00%
Verwaltung
Fünfte
Sachwert
Rendite-Fonds
Deutschland
GmbH,
Hamburg
100.00%
Verwaltung
MPC
Capital
Beteiligungsgesellschaft
mbH,
Hamburg
100.00%
Verwaltung
MPC
Global
Maritime
Opportunity
Private
Placement
GmbH,
Hamburg
100.00%
Verwaltung
MPC
Real
Estate
Opportunity
Private
Placement
Amerika
GmbH,
Quickborn
100.00%
Verwaltung
MPC
Sachwert
Rendite-Fonds
Opportunity
Amerika
GmbH,
Quickborn
100.00%
Verwaltung
MPC
Sachwert
Rendite-Fonds
Opportunity
Asien
GmbH,
Hamburg
100.00%
Verwaltung
MPC
Solarpark
GmbH,
Hamburg
100.00%
Verwaltung
MPC
Student
Housing
Beteiligung
UG,
Quickborn
100.00%
Verwaltung
MPC
Student
Housing
Venture
GmbH,
Quickborn
100.00%
Verwaltung
Neunte
Sachwert
Rendite-Fonds
Deutschland
GmbH,
Hamburg
100.00%
Verwaltung
Neunundfünfzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
Sachwert
Rendite-Fonds
Japan
GmbH,
Quickborn
100.00%
Verwaltung
Sechste
Sachwert
Rendite-Fonds
Deutschland
(Private
Placement)
GmbH,
Hamburg
100.00%
Name of company Shareholding
Verwaltung
Sechsundvierzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
SHV
Management
Participation
GmbH,
Quickborn
100.00%
Verwaltung
Siebenundfünfzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
Siebenundvierzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
Siebte
Sachwert
Rendite-Fonds
Deutschland
GmbH,
Hamburg
100.00%
Verwaltung
Siebzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
TVP
Treuhand
GmbH,
Hamburg
100.00%
Verwaltung
Vierundfünfzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltung
Zehnte
Sachwert
Rendite-Fonds
Deutschland
GmbH,
Hamburg
100.00%
Verwaltung
Zweite
MPC
Real
Estate
Opportunity
Private
Placement
Amerika
GmbH,
Quickborn
100.00%
Verwaltung
Zweite
MPC
Sachwert
Rendite-Fonds
Opportunity
Amerika
GmbH,
Quickborn
100.00%
Verwaltung
Zweite
Reefer-Flottenfonds
GmbH,
Hamburg
100.00%
Verwaltung
Zweite
Sachwert
Rendite-Fonds
Deutschland
GmbH,
Hamburg
100.00%
Verwaltung
Zweiundsiebzigste
Sachwert
Rendite-Fonds
Holland
GmbH,
Hamburg
100.00%
Verwaltungsgesellschaft
Achte
MPC
Global
Equity
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
Duisburg
Invest
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
Elfte
Private
Equity
GmbH,
Hamburg
100.00%
Verwaltungsgesellschaft
MPC
Global
Equity
Step
by
Step
II
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
MPC
Global
Equity
Step
by
Step
III
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
MPC
Global
Equity
Step
by
Step
IV
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
MPC
Global
Equity
Step
by
Step
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
MPC
Rendite-Fonds
Leben
plus
VI
mbH,
Quickborn
100.00%
Verwaltungsgesellschaft
MPC
Rendite-Fonds
Leben
plus
VII
mbH,
Quickborn
100.00%
Verwaltungsgesellschaft
MPC
Rendite-Fonds
Leben
plus
spezial
IV
mbH,
Quickborn
100.00%
Verwaltungsgesellschaft
MPC
Rendite-Fonds
Leben
plus
spezial
V
mbH,
Quickborn
100.00%
Verwaltungsgesellschaft
Neunte
Global
Equity
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
Oil
Rig
Plus
mbH,
Hamburg
100.00%
Verwaltungsgesellschaft
Siebte
MPC
Global
Equity
mbH,
Hamburg
100.00%
Zweite
MPC
Best
Select
Company
Plan
Managementgesellschaft
mbH,
Quickborn
100.00%

These companies make use of the exemption provisions of Section 264 (3) and Sec.tion 264b HGB.

Corporate-law agreements result in control over these companies.

1

2

In total, 25 (previous year: 16) German and four (previous year: seven) international subsidiaries were not included intheconsolidatedfinancial statements.Thesecompaniesconductnosignificantbusinessoperations,andevencombined they are not materialto the presentation of a true and fair view ofthe net assets, financial position and results of operations of the MPC Capital Group in accordance with Section 296 (2) HGB and are therefore recognized at acquisition cost.

The following table shows all non-consolidated companies in accordance with Section 313 (2) No. 1 sentence 2 HGB:

Name of company Shareholding
Asien
Opportuntity
Real
Estate
GmbH
&
Co.
KG,
Hamburg
100.00%
BHG
Bioenergie
Holding
Verwaltung
GmbH,
Hamburg
100.00%
Caribbean
Clean
Energy
Feeder
Ltd.,
Trinidad
and
Tobago
100.00%
MPC
Clean
Energy
Ltd.,
Cayman
Islands
100.00%
MPC
Clean
Energy
Verwaltung
GmbH,
Hamburg
100.00%
MPC
Multi
Asset
Schiff
Verwaltungsgesellschaft
mbH,
Hamburg
100.00%
MPC
Student
Housing
Venture
I
GmbH
&
Co.
KG,
Hamburg
100.00%
MPC
Team
Investment
GP
Ltd.,
Cayman
Islands
100.00%
MPC
Team
Investment
LP,
Cayman
Islands
100.00%
Palmaille
75
Achtundneunzigste
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%
Palmaille
75
Achtundneunzigste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Palmaille
75
Einundneunzigste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Palmaille
75
Einhundertste
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%
Palmaille
75
Einhundertste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Palmaille
75
Einhundertunderste
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%
Palmaille
75
Einhundertunderste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Palmaille
75
Einhundertundzweite
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%
Palmaille
75
Einhundertundzweite
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Palmaille
75
Fünfundneunzigste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Palmaille
75
Neunundneunzigste
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
100.00%
Palmaille
75
Neunundneunzigste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Name of company Shareholding
Palmaille
75
Siebenundsiebzigste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Palmaille
75
Vierundneunzigste
Vermögensverwaltungsgesellschaft
mbH,
Hamburg
100.00%
Verwaltung
Beteiligungsgesellschaft
Reefer-Flottenfonds
mbH,
Hamburg
100.00%
Verwaltung
MPC
ECOBOX
GmbH,
Hamburg
100.00%
Verwaltung
MPC
Shipping
Beteiligungsgesellschaft
mbH,
in
liquidation,
Hamburg
100.00%
Verwaltung
Rio
Barrow
Beteiligungsgesellschaft
mbH,
Hamburg
100.00%
Verwaltung
Rio
Barrow
Schifffahrtsgesellschaft
mbH,
Hamburg
100.00%
Talleur
GmbH,
Hamburg
50.10%

a) Associates:

The following companies are associates and are included in consolidation at equity in accordance with Section 312 HGB:

Name of company Shareholding
Ahrenkiel
Steamship
Asset
Holding
GmbH
&
Co.
KG,
Hamburg
50.00%
Aurum
Insurance
Ltd.,
Isle
of
Man
50.00%
BB
Amstel
B.V.,
Amsterdam
/
Netherlands
41.49%
BBG
Bulk
Beteiligungs
GmbH
&
Co.
KG,
Hamburg
35.00%
Breakwater
Shipbrokers
GmbH,
Hamburg
40.00%
CSI
Container
Ship
Investments
GmbH
&
Co.
KG,
Hamburg
58.12%2
Global
Vision
AG
Private
Equity
Partners,
in
liquidation,
Rosenheim
31.88%
MPC
CSI
GmbH,
Hamburg
57.47%2
MPC
Münchmeyer
Petersen
Steamship
GmbH
&
Co.
KG,
Hamburg
25.10%
Parque
Eólico
Wakuaipa
S.A.S.,
Bogotá
/
Colombia
100.00%1
Rio
Jul
Beteiligungs
GmbH
&
Co.
KG,
Hamburg
40.39%
Rio
Kobe
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg
26.52%
Topeka
MPC
Maritime
AS,
Oslo
/
Norway
50.00%
Trevamare
Management
Holding
GmbH,
Hamburg
50.00%
Waterway
IT
Solutions
GmbH
&
Co.
KG,
Hamburg
30.04%

The shares are held for resale.

1

2

Corporate-law agreements prevent control over this company.

b) Joint ventures

The following companies are joint ventures with their respective subsidiaries and are included in consolidation proportionately in accordance with Section 310 HGB:

Name of company Shareholding
Barber Ship Management Germany GmbH & Co. KG, Hamburg 50.00%
-
Zeaborn
Ship
Management
Tanker
GmbH
&
Cie.
KG,
Hamburg
100.00%
Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG, Hamburg 50.00%
-
Wilhelmsen
Ahrenkiel
Ship
Management
B.V.,
Rhoon
/
Netherlands
100.00%
-
Zeaborn
Ship
Management
GmbH
&
Cie.
KG,
Hamburg
100.00%
-
Zeaborn
Ship
Management
(Singapore)
Pte
Ltd.,
Singapore
100.00%

2.2.3 Changes in Consolidation

a) Additions:

in the financial year the following company was included in consolidation proportionately for the first time as at 1 April 2024:

    • Barber Ship Management Germany GmbH & Co. KG, Hamburg (shareholding: 50.0 percent)
  • In the financial year the following companies were included in consolidation proportionately for the first time as at 1 April 2024, as subsidiaries of joint ventures:
    • Zeaborn Ship Management GmbH & Cie. KG, Hamburg
    • Zeaborn Ship Management Tanker GmbH & Cie. KG, Hamburg
    • Zeaborn Ship Management (Singapore) Pte Ltd., Singapore

b) Disposals:

The following companies were deconsolidated in the financial year:

    • AVB Ahrenkiel Vogemann Bolten GmbH & Co. KG, Hamburg
    • AVB Verwaltungs GmbH, Hamburg
    • Managementgesellschaft Sachwert Rendite-Fonds Indien mbH, Hamburg
    • RES Inside B.V., Amsterdam / Netherlands
    • Verwaltung Dritte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
    • Verwaltung Neunundsechzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
    • Verwaltung Sachwert Rendite-Fonds Indien GmbH, Hamburg
    • Verwaltungsgesellschaft MPC Rendite-Fonds Britische Leben plus II mbH, Quickborn
    • Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus V mbH, Quickborn

c) Mergers:

The following company was merged with MPC Venture Invest AG, Vienna / Austria, in the financial year:

  • CPM Anlagen Vertriebs GmbH, in liquidation, Vienna / Austria

The following company was merged with Harper Petersen Albis GmbH & Co. KG, Hamburg, in the financial year:

  • Albis Bulk Chartering GmbH, Hamburg

The following company was merged with MPC Capital Zweite Beteiligungsgesellschaft mbH, Hamburg, in the financial year:

  • MPC CCEF Participation GmbH, Hamburg

d) Accretions:

The following companies accrued to MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg, in the financial year:

    • Bluewater Investments GmbH & Co. KG, Hamburg
    • ZLG Abwicklungsgesellschaft mbH & Co. KG, Hamburg

e) Changes within the consolidated statement of financial position and consolidated income statement The following changes result from the intrayear first-time consolidation of the following companies,

    • Barber Ship Management Germany GmbH & Co. KG, Hamburg
    • Zeaborn Ship Management GmbH & Cie. KG, Hamburg
    • Zeaborn Ship Management Tanker GmbH & Cie. KG, Hamburg
    • Zeaborn Ship Management (Singapore) Pte Ltd., Singapur

as well as from the deconsolidation of AVB Ahrenkiel Vogemann Bolten GmbH & Co. KG, Hamburg as at the end of the year.

Changes within the consolidated statement of financial position

EUR million
A.
Fixed
assets
0.1
B.
Current
assets
1.9
C.
Prepaid
expenses
0.2
D.
Provisions
0.9
E.
Liabilities
1.3
F.
Deferred
income
0.1

Changes within the consolidated income statement

EUR million
Revenues 5.8
Other 0.3
Cost of purchased materials -0.1
Gross
profit
5.9
Personnel expenses -6.2
Other
operating
expenses
-2.6
Earnings
before
tax
-2.9
Taxes on income 0.0
Earnings
after
tax
/
consolidated
earnings
-2.9

2.2.4 Consolidation of Intragroup Balances, Consolidation of Income and Expenses, Elimination of Intragroup Profits

Receivables and liabilities, revenues, expenses and income are eliminated within the consolidated group. This also includes contingent liabilities and other financial obligations within the consolidated group.

There were no material intragroup profits between the companies included in consolidation.

2.3 Currency Translation

a) Transactions

Transactions in foreign currencies are translated into the reporting currency at the exchange rate on the date of the transaction.

Foreign currency receivables and liabilities with a remaining term of less than one year are measured using the respective middle spot rate on the balance sheet date in accordance with Section 256a HGB. The resulting translation differences are recognized as other operating income or other operating expenses in the reporting period. All foreign currency receivables and liabilities with a remaining term of more than one year are translated in compliance with the realization principle (§ 252 (1) No. 4, second half of sentence, HGB) and the historical cost convention (§ 253 (1) HGB).

b) Group companies

The modified closing rate method is used in accordance with Section 308a HGB to translate the financial statements of subsidiaries whose reporting currency differs from the euro. Asset and liability items are translated using the respective middle spot rate on the balance sheet date, and expense and income items using the average rate. Items of equity are translated using the historic rates that applied on first-time inclusion in consolidation. Accounting currency translation differences are recognized directly in equity under reserves as "Difference in equity from currency translation" until the foreign operation is sold.

The same principles are used to translate the financial statements of international subsidiaries measured using the equity method as for subsidiaries included in consolidation.

c) Exchange rates

Exchange rates for the currencies significant to the MPC Capital Group:

Reporting
date
rate
Annual
average
rate
per EUR 31/12/2024 31/12/2023 2024 2023
British pound sterling 0.8265 0.8667 0.8466 0.8698
Brazilian real 6.4036 5.3612 5.8283 5.4010
Hong
Kong
dollar
8.0435 8.6262 8.4454 8.4650
Colombian peso 4,585.10 4,291.00 4,427.23 4,598.62
Norwegian
krone
11.7609 11.2209 11.6290 11.4248
Singapore dollar 1.4126 1.4572 1.4458 1.4523
US
dollar
1.0355 1.1047 1.0824 1.0813

These are the interbank rates as at 31 December 2024 and 31 December 2023.

2.4 Intangible Assets

Acquired intangible assets with a temporally limited useful life are recognized at cost. They are amortized in line with their respective useful lives. With the exception of goodwill, amortization is recognized on a straight-line basis over a period of three to five years. Impairment losses are recognized by way of write-downs. If the reasons for write-downs no longer apply, they are reversed up to a maximum of amortized cost for the intangible assets in question, with the exception of goodwill.

Goodwill is the excess of the cost of a company acquisition over the fair value of the Group's interest in the net assets of the company acquired as at the date of acquisition. In accordance with Section 309 (1) in conjunction with Section 253 (3) sentence 1 ff. HGB, goodwill arising from company acquisitions is amortized annually in line with the expected useful life. The goodwill identified is amortized on a scheduled straight-line basis over its period of use of seven years because it is expected to be recouped over that period. If there are indications of expected permanent impairment, write-downs are recognized in accordance with Section 309 (1) in conjunction with Section 253 (3) sentence 5 HGB. Reversals of write-downs are prohibited under Section 309 (1) in conjunction with Section 253 (5) sentence 2 HGB.

2.5 Property, Plant and Equipment

Leasehold improvements that are reported under "Land, land rights and buildings, including buildings on third-party land" as well as operating and office equipment are reported at cost less accumulated depreciation and any writedowns. Depreciation is usually recognized by the straight-line method over the anticipated, normal useful life of the asset. The anticipated, normal useful life is three to thirteen years.

Leasehold improvements in rented premises are depreciated on a straight-line basis over the shorter of the tenancy or anticipated useful life of the leasehold improvements, usually three to fifteen years.

Depreciation of operating and office equipment as well as of leasehold improvements is reported under depreciation and amortization expense. Costs for maintenance and repairs are expensed as incurred. Gains orlosses from disposals are recognized under other operating income or other operating expenses.

2.6 Financial Assets

Financial assets are recognized at cost upon transfer of economic or legal ownership and measured at the lower value on the balance sheet date if permanent impairment is expected.

2.7 Receivables and Other Assets

Receivables and other assets are measured at nominal amount, possibly less impairment for specific risks.

Impairment losses are recognized on receivables for specific risks if there is objective evidence that the amounts due by a debtor are not fully recoverable. Considerable financial difficulties or an increased likelihood that a debtor will enter insolvency or other restructuring proceedings are regarded as indicators of impairment. Conversely, if the probability of a bad debt is considered to be low, a receivable that is already impaired is written up again. Impairment losses and write-ups on receivables are recognized in other operating expenses or income.

2.8 Bank Balances and Cash in Hand

Bank balances and cash in hand are carried at nominal amount.

2.9 Prepaid Expenses and Deferred Income

Prepaid expenses and deferred income are recognized for expenses and income in each case before the balance sheet date that represent expenses and income for the period after the balance sheet date.

2.10 Provisions

Provisions take into account all identifiable risks and uncertain obligations at the time of preparation of the financial statements, as well as expected losses from pending transactions relating to the past financial year.

They are measured atthe settlement amount determined in line with reasonable commercial judgementin accordance with Section 253 (1) sentence 2 HGB, taking account of expected price and cost increases.

Long-term provisions with a remaining term of over one year are discounted in accordance with Section 253 (2) sentence 1 HGB using the average marketinterestrate for the last seven financial years corresponding to their remaining term. Increases in the amounts of provisions resulting from interest are recognized in profit and loss under net interest income.

The provisions for expected losses which may arise in connection with the measurement of derivative financial instruments are determined according to the closing-out method.

2.11 Liabilities

Liabilities are carried at the settlement amount in accordance with Section 253 (1) sentence 2 HGB.

2.12 Current and Deferred Taxes

Deferred tax expense orincome is reported fortemporary differences between the figures reported in the tax accounts and the figures reported in the HGB consolidated financial statements and for tax loss carryforwards. Deferred tax assets are reported if it is likely that there will be taxable income against which the deductible temporary difference can be used. Deferred tax liabilities, which arise as a result oftemporary differences in connection with investments in subsidiaries and associates, are reported unless the date of reversal of the temporary differences can be determined by the MPC Capital Group and it is likely that the temporary differences will not reverse on the basis of this influence for the foreseeable future.

Deferred taxes are measured using the tax rates and tax legislation that are applicable on the balance sheet date or which have in essence been legally adopted and are expected to apply on the date the deferred tax assets are realized or the deferred tax liability is settled. The option to capitalize according to Section 298 (1) HGB in conjunction with Section 274 HGB for the asset surplus of primary deferred taxes was not exercised. Deferred tax assets and liabilities resulting from the consolidation of capital are reported offset. A tax rate of 32.28 % is used as the basis.

3. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

3.1 Development of Fixed Assets

Costs Depreciation
and
amortization
Carrying
amount
EUR
'000
As at
01/01/2024
Additions Disposals Change in
consolidation /
reclasses
As at
31/12/2024
As at
01/01/2024
Additions Disposals Write-ups Change in
consolidation /
reclasses
As at
31/12/2024
As at
31/12/2024
As at
31/12/2023
l. Intangible
assets
1.
Purchased
concessions,
industrial
rights
and software
2,213 37 10 -14 2,226 2,018 121 10 0 0 2,129 97 194
2.
Goodwill
33,393 5,042 0 322 38,757 30,240 3,343 0 0 0 33,582 5,176 3,154
35,606 5,079 10 308 40,984 32,258 3,464 10 0 0 35,711 5,273 3,348
ll.
Property,
plant
and
equipment
1.
Land,
land
rights
and
buildings,
including
buildings
on
third-party
land
321 19 0 -6 334 199 25 0 0 -6 217 116 122
2.
Other
fixtures
and
fittings,
operating
and
office
equipment
2,458 701 61 -14 3,084 735 440 93 0 114 1,196 1.888 1,723
3.
Advance
payments
284 0 258 -26 0 0 0 0 0 0 0 0 284
3,063 720 319 -46 3,418 933 465 93 0 108 1,414 2,004 2,129
lll.
Financial
assets
1.
Shares
in
affiliated
companies
225 450 213 28 490 95 0 34 0 0 60 430 130
2.
Shares
in
associates
40,795 54,171 26.140 -218 68,608 192 0 0 0 0 192 68,416 40,603
3.
Equity
investments
24,336 5,540 5.074 1 24,804 14,337 1.049 223 175 -37 14,951 9,853 10,000
4.
Investment
securities
8,534 0 0 0 8,534 3,801 0 0 0 0 3,801 4,733 4,733
5.
Other
loans
6,781 86 976 0 5,891 6,225 0 976 0 0 5,249 641 556
80,671 60,247 32.403 -189 108,327 24,650 1,049 1,233 175 -37 24,253 84,073 56,022
Fixed
assets
119,340 66,046 32.732 73 152,728 57,841 4,978 1,336 175 71 61,378 91,350 61,500

3.2 Intangible Assets

The intangible assets are predominantly made up of goodwill arising in the course of first-time consolidation of the following companies:

EUR
'000
31/12/2024 31/12/2023
Zeaborn
Ship
Management
GmbH
&
Cie.
KG,
Hamburg
3,019 0
Harper
Petersen
&
Co.
GmbH
&
Co.
KG,
Hamburg
1,242 2,554
Barber
Ship
Management
Germany
GmbH
&
Co.
KG,
Hamburg
915 0
Other 0 600
Goodwill 5,176 3,154

Note: Rounding differences may occur.

The goodwill from the first-time consolidation of Harper Petersen & Co. GmbH & Co. KG, Hamburg,reflected previously concluded charter contracts, which serve as the basis for calculating amortization of the reported goodwill.

3.3 Property, Plant and Equipment

Leasehold improvements and operating and office equipment orrelated advance payments accountforthe bulk of property, plant and equipment. No write-downs were made.

3.4 Financial assets

3.4.1 Shares in Associates as well as Equity Investments

The shares in associates and the equity investments are made up as follows:

EUR
'000
31/12/2024 31/12/2023
1.
Shares
in
associates
68,416 40,603
MPC
CSI
GmbH,
Hamburg
(formerly:
CSI
Beteiligungsgesellschaft
mbH,
Hamburg)
39,579 12,307
CSI
Container
Ships
Investment
GmbH
&
Co.
KG,
Hamburg
17,030 8,333
Ahrenkiel
Steamship
Asset
Holding
GmbH
&
Co.
KG,
Hamburg
2,911 3,270
BB
Amstel
B.V.,
Amsterdam
/
Netherlands
2,423 2,423
Topeka
MPC
Maritime
AS,
Oslo
/
Norway
1,789 1,366
Rio
Jul
Beteiligungs
GmbH
&
Co.
KG,
Hamburg*
1,671 0
Trevamare
Management
Holding
GmbH,
Hamburg
1,592 492
Rio
Kobe
Beteiligungsgesellschaft
mbH
&
Co.
KG,
Hamburg*
624 0
Waterway
IT
Solutions
GmbH
&
Co.
KG,
Hamburg
517 1,033
Aurum
Insurance
Ltd.,
Isle
of
Man
204 245
BBG
Bulk
Beteiligungs
GmbH
&
Co.
KG,
Hamburg
72 706
Bluewater
Investments
GmbH
&
Co.
KG,
Hamburg
0 10,274
Miscellaneous equity investments in associates 3 154

Note: Rounding differences may occur.

* The equity investment was acquired in the 2024 financial year.

EUR
'000
31/12/2024 31/12/2023
2.
Equity
investments
9,853 10,000
OSSV
1
Schifffahrtsgesellschaft
mbh
&
Co.
KG,
Hamburg*
3,213 0
MPC
Caribbean
Clean
Energy
Limited,
Barbados
2,730 3,730
MPC
European
Clean
Energy
S.A.
Grevenmacher
/
Luxembourg
1,530 30
Stille
Beteiligungen
MPC
IT
Services
GmbH
&
Co.
KG,
Hamburg
563 540
Nordic
Ems
GmbH
&
Co.
KG,
Hamburg
455 455
AG
CRE
Maxis
C.V.,
Amsterdam
/
Netherlands
360 270
WASM
Steamship
Acquisition
GmbH
&
Co.
KG,
Hamburg
201 99
Chemtrans
Carolina
UG
(haftungsbeschränkt)
&
Co.
KG,
Hamburg**
0 1,923
Zweite
Sachwert
Rendite-Fonds
Deutschland
Technology
GmbH
&
Co.
KG,
Hamburg
0 1,451
MPC
ECOBOX
OPCO
2
GmbH
&
Co.
KG,
Hamburg
0 364
Njord
Julie
AS,
Oslo
/
Norway
0 197
ECOBOX
II
AS,
Oslo
/
Norway
0 122
Miscellaneous
equity
investments,
in
particular
various
fund
companies
802 820

3.4.2 Key Figures for Equity Investments

The following table summarizes the key figures for the principal equity investments:

EUR
'000
Capital share Annual result Equity
AG
CRE
Maxis
C.V.,
Amsterdam
/
Netherlands
5.00% -1,937 5,657
4)
MPC
Caribbean
Clean
Energy
Limited,
Barbados
22.16% -1,319 34,092
1), 3)
MPC
European
Clean
Energy
S.A.,
Grevenmacher
/
Luxembourg
100.00% n/a n/a
1), 5)
Nordic
Ems
GmbH
&
Co.
KG,
Hamburg
5.00% 1,461 10,347
4)
OSSV
1
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
50.00% n/a n/a
1), 5)
Stille
Beteiligungen
MPC
IT
Services
GmbH
&
Co.
KG,
Hamburg
71.25% 107 842
2)

Note: Rounding differences may occur.

1) Shares are held for resale.

2) According to annual financial statements for the financial year from 1 January to 31 December 2024.

3) According to quarterly financial statements for the financial year from 1 January to 30 September 2024.

4) According to annual financial statements for the financial year from 1 January to 31 December 2023.

5) No disclosure pursuant to Section 313 (3) sentence 5 HGB.

Note: Rounding differences may occur.

* The equity investment was acquired in the 2024 financial year.

** The equity investment was disposed of in the 2024 financial year.

MPC Capital holds the shares of MPC Container Ships ASA directly through MPC CSI GmbH, Hamburg (formerly: CSI Beteiligungsgesellschaft mbH, Hamburg) and indirectly through CSI Container Ships Investment GmbH & Co. KG, Hamburg. In the financial year MPC Capital increased its strategic equity investment in this leading platform for container ships through these associates from previously around 7 percent to around 14 percent. This transaction in particular led to the rise in the shares in associates in the amount of EUR 27.8 million.

3.4.3 Commercial Partnerships

A company included in the consolidated financial statements is personally liable partner in the following partnerships.

Achte
Sachwert
Rendite-Fonds
Deutschland
GmbH
&
Co.
KG,
Hamburg
MPC
Global
Equity
Step
by
Step
III
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
AIP
Alternative
Invest
Private
Equity
-
geschlossene
GmbH
&
Co.
Investment-KG,
Hamburg
MPC
Global
Equity
Step
by
Step
IV
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Beteiligungsgesellschaft
Reefer-Flottenfonds
mbH
&
Co.
KG,
Hamburg
MPC
Rendite-Fonds
Leben
plus
VII
GmbH
&
Co.
KG,
in
liquidation,
Quickborn
"Comoros
Stream"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
MPC
Sachwert
Rendite-Fonds
Opportunity
Asien
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Dritte
Best
Select
Deutschlandimmobilien
II
GmbH
&
Co.
KG,
Hamburg
MPC
Solarpark
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Dritte
MPC
Best
Select
Leben
GmbH
&
Co.
KG,
Hamburg
MPC
Student
Housing
Venture
I
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Dritte
MPC
Best
Select
Schiffsbeteiligungen
GmbH
&
Co.
KG,
Hamburg
PB
BS
GMO
GmbH
&
Co.
KG,
Hamburg
"Eastern
Bay"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
"Polarlight"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
Einundsiebzigste
Sachwert
Rendite-Fonds
Holland
GmbH
&
Co.
KG,
Hamburg
"Rio
Blackwater"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
in
liquidation,
Hamburg
Elfte
Sachwert
Rendite-Fonds
Deutschland
GmbH
&
Co.
KG,
Hamburg
"Rio
Dawson"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
in
liquidation,
Hamburg
"Elvira"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
"Santa
Lucia"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
"Emerald"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
"Santa
Maria"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
Fünfte
Best
Select
Deutschlandimmobilien
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Sechste
Sachwert
Rendite-Fonds
Deutschland
(Private
Placement)
GmbH
&
Co.
KG,
Hamburg
Fünfte
Best
Select
Deutschlandimmobilien
II
GmbH
&
Co.
KG,
Hamburg
Siebte
Sachwert
Rendite-Fonds
Deutschland
GmbH
&
Co.
KG,
Hamburg
Fünfte
Best
Select
Leben
GmbH
&
Co.
KG,
Hamburg
Siebzigste
Sachwert
Rendite-Fonds
Holland
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Fünfte
Best
Select
Schiffsbeteiligungen
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Youniq
Greifswald
GmbH
&
Co.
KG,
Hamburg
"Lombok
Strait"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
Youniq
Karlsruhe
GmbH
&
Co.
KG,
Hamburg
"Luzon
Strait"
Schifffahrtsgesellschaft
mbH
&
Co.
KG,
Hamburg
Youniq
München
II
GmbH
&
Co.
KG,
Hamburg
MPC
Best
Select
Company
Plan
GmbH
&
Co.
KG,
Hamburg
Zehnte
MPC
Best
Select
GmbH
&
Co.
KG,
Hamburg
MPC
Best
Select
Rente
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Zehnte
Sachwert
Rendite-Fonds
Deutschland
GmbH
&
Co.
KG,
Hamburg
MPC
Best
Select
Wachstum
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Zweite
Beteiligungsgesellschaft
Reefer-Flottenfonds
mbH
&
Co.
KG,
Hamburg
MPC
Deepsea
Oil
Explorer
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Zweite
MPC
Best
Select
Company
Plan
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
MPC
Global
Equity
Step
by
Step
GmbH
&
Co.
KG,
Hamburg
Zweite
Sachwert
Rendite-Fonds
Deutschland
Technology
GmbH
&
Co.
KG,
Hamburg
MPC
Global
Equity
Step
by
Step
II
GmbH
&
Co.
KG,
in
liquidation,
Hamburg
Zweiundsiebzigste
Sachwert
Rendite-Fonds
Holland
GmbH
&
Co.
KG,
in
liquidation,
Hamburg

3.4.4 Investment Securities

Investment securities include in particular the shares in MPC Energy Solutions N.V., Amsterdam / Netherlands, in the amount of EUR 4.7 million (previous year: EUR 4.7 million), whose shares are placed on the Norwegian stock exchange in Oslo.

3.4.5 Other Loans

The other loans are predominantly for project financing with a medium to long term of up to ten years.

3.5 Receivables and Other Assets

The statement of changes in receivables is as follows:

Maturities
EUR
'000
Total up to 1 year over 1 year of which
over 5 years
31/12/2024 4,504 4,504 0 0
1.
Trade
receivables
31/12/2023 5,748 5,748 0 0
2.
Receivables
from
other
long-term
investees
and
investors
31/12/2024 2,322 2,322 0 0
31/12/2023 3,393 3,393 0 0
-
of
which
from
joint
ventures
31/12/2024 118 118 0 0
31/12/2023 42 42 0 0
-
of
which
from
associated
equity
investments
31/12/2024 46 46 0 0
31/12/2023 94 94 0 0
-
of
which
from
fund
companies
31/12/2024 1,850 1,850 0 0
31/12/2023 2,355 2,355 0 0
-
of
which
from
other
equity
investments
31/12/2024 307 307 0 0
31/12/2023 903 903 0 0
-
of
which
trade
receivables
31/12/2024 1,383 1,383 0 0
31/12/2023 1,629 1,629 0 0
-
of
which
other
assets
31/12/2024 939 939 0 0
31/12/2023 1,764 1,764 0 0
3.
Other
assets
31/12/2024 29,617 29,496 121 0
31/12/2023 19,995 19,935 60 0
Receivables
and
other
assets
31/12/2024 36,444 36,323 121 0
31/12/2023 29,136 29,076 60 0

Note: Rounding differences may occur.

The receivables from other long-term investees and investors essentially comprise trade receivables, short-term loans and disbursements.

3.6 Other Assets

Other assets are composed as follows:

EUR
'000
31/12/2024 31/12/2023
Project
financing
13,513 14,242
Income
tax
receivables
11,495 3,339
Receivables
from
CO2
certificates
1,907 0
Loan
receivables
from
project
companies
855 835
Sales tax receivables 569 87
Collateral provided 464 908
Creditors with debit balances 47 74
Miscellaneous assets 767 510
Other assets 29,617 19,995

Note: Rounding differences may occur.

To satisfy regulatory requirements, receivables from CO2 certificates in the area of technical ship management were reported for the first time, with corresponding liabilities reported under other liabilities.

3.7 Cash in Hand and Bank Balances

Bank balances and cash in hand are made up as follows:

EUR
'000
31/12/2024 31/12/2023
Bank balances 33,204 61,130
Cash in hand 14 10
Cash
in
hand
and
bank
balances
33,218 61,140

Note: Rounding differences may occur.

A detailed analysis of changes in cash and cash equivalents is shown in the consolidated statement of cash flows.

3.8 Equity

The details of the changes in equity are shown in the consolidated statement of changes in equity.

3.8.1 Subscribed Capital

The fully paid-up share capital of MPC Capital AG remains unchanged at EUR 35.2 million (31 December 2023: EUR 35.2 million). The share capital is divided into 35,248,484 (31 December 2023: 35,248,484) no-par-value bearer shares each with a notional value of EUR 1.00.

3.8.2 Authorized Capital 2021

The Authorized Capital 2021 was replaced with the Authorized Capital 2024 by resolution of the Annual General Meeting dated 13 June 2024. This change was intended to reflect especially the fact that the maximum volume for a simplified exclusion of the pre-emptive right pursuant to Section 186 (3) sentence 4 AktG has been increased from previously 10 % of share capital to 20 % of share capital by the Act on the Financing of Investments to Safeguard the Future ("Financing for the Future Act"), which took effect on 15 December 2023.

3.8.3 Authorized Capital 2024

The Management Board was authorized by the Annual General Meeting on 13 June 2024 to increase the share capital of the company, with the approval of the Supervisory Board, on one or several occasions until 21 April 2026 by up to a total of EUR 17,624,242.00 by the issuance of up to 17,624,242 new no-par-value bearer shares against cash and/or non-cash contributions (Authorized Capital 2024).

In a capital increase, the shareholders are fundamentally to be granted a pre-emptive right;the statutory pre-emptive right may also be granted in such a form that the new shares are taken on wholly or in part by a bank or consortium of banks designated by the Management Board with the obligation to offer them to the shareholders of the company for subscription (indirect pre-emptive right pursuant to Section 186 (5) sentence 1 AktG). The Management Board is also authorized, with the approval of the Supervisory Board, to disapply pre-emptive rights

    1. For capital increases against non-cash contributions, particularly in connection with the acquisition of companies, business units, equity investments or economic assets;
    1. To the extent necessary to grant pre-emptive rights to the bearers of bonds with conversion or option rights or with conversion obligations for shares of the Company that were previously issued by the Company or by its subordinate group companies, to the same extent as would be granted to them as shareholders after exercising their conversion rights or options, or after satisfying conversion requirements;

3. For fractional amounts;

  1. If the shares are issued at an issue amount not significantly less than the market price and the capital increase does not exceed 20 % of the total share capital, either at the time this authorization takes effect or is exercised. The number of treasury shares sold shall be added to this limit, provided the sale takes place during the term of this authorization excluding the pre-emptive right pursuant to Section 186 (3) sentence 4 AktG. Those shares that have been or will be issued to service bonds with conversion or option rights or with a conversion obligation shall also be added to this limit, provided the bonds were issued during the term of this authorization excluding the pre-emptive right applicable mutatis mutandis in accordance with Section 186 (3) sentence 4 AktG;

  2. To implement a scrip dividend where the shareholders are offered the option of contributing their dividend entitlement (in whole or part) to the Company as a contribution in kind in exchange for the granting of new shares from the Authorized Capital 2024.

3.8.4 Stock Option Plan

The Management Board of MPC Capital AG has, with the approval ofthe Supervisory Board dated 9 July 2024, established a stock option plan (long-term incentive plan, LTIP) as a component of the remuneration system of MPC Capital AG; it covers members of the Management Board and management of MPC Capital AG as well as managing directors and management of its subsidiaries. Its purpose is to align the interests of selected management figures even more closely with the corporate goals and to promote long-term retention.

The fundamental structure of the LTIP envisages that these individuals receive stock options that can be exercised after a vesting period of four years if the beneficiaries are still in employment or employment has ended through no fault of the beneficiary. Exercising is in addition tied to the attainment of performance targets that reflect whether certain share price thresholds have been reached.

Fulfilment of the stock option rights will involve the issuance of new shares from contingent capital or possibly from available treasury shares. MPC Capital AG moreover has the option to fulfil the obligation from the LTIP in the form of a cash commitment instead of by issuing shares. This flexibility produces what is known as a blended commitment where MPC Capital AG has an option on how to meet its obligations from the LTIP in fulfilment of stock option rights.

When exercising stock options, the beneficiary must pay the minimum issue price of EUR 1.00 to the Company unless fulfilment takes the form of a cash commitment.

The legal basis for this LTIP can be found in Sections 192 (2) No. 3 in conjunction with 193 (2) No. 4 AktG. For the stock option plan to take effect, a corresponding resolution of the Annual General Meeting of MPC Capital AG is therefore required and will be tabled at the next Annual General Meeting. In the event that the Annual General Meeting does not give approval to the stock option plan, the option of MPC Capital AG would lapse and the only option would be to offer beneficiaries a cash commitment upon attainment of the conditions for exercise.

How the stock options are accounted for depends on the most likely form of fulfilment at the balance sheet date. If the form of fulfilment is open, the version that creates the lowest financial burden is chosen. Fulfilment through the issuance of new shares from contingent capital causes no direct economic obligation to arise for the Company, so entry on the liabilities side of the statement of financial position is not required.

At 31 December 2024 a total of 450,000 subscription rights were granted.

3.8.5 Additional Paid-In Capital

Additional paid-in capital remained unchanged at EUR 51.9 million as at 31 December 2024 (31 December 2023: EUR 51.9 million).

3.8.6 Dividend

At the proposal of the Management Board and Supervisory Board, on the basis of the net profit of MPC Capital AG the Annual General Meeting of MPC Capital AG on 13 June 2024 resolved the distribution of a dividend of EUR 0.27 per share, representing a total amount of EUR 9.5 million for the 2023 financial year, which was paid out to shareholders on 18 June 2024.

3.9 Provisions

The provisions are made up as follows:

EUR
'000
31/12/2024 31/12/2023
1.
Provisions
for
taxes
for current taxes
6,426 4,844
2.
Other
provisions
15,135 13,667
-
Provisions
for
legal
and
consultancy
expenses
6,382 7,055
-
Provisions
for
personnel
expenses
4,741 4,009
-
Provisions
for
expected
losses
2,093 2,000
-
Provisions
for
audit
of
annual
financial
statements
257 290
-
Miscellaneous
provisions
1,661 313
Provisions 21,560 18,511

Note: Rounding differences may occur.

Annual Report 2024 MPC Capital AG 69

3.10 Liabilities

The liabilities schedule below shows the maturity structure of liabilities:

Maturities
EUR
'000
Total up to 1 year over 1 year of which
over 5 years
1.
Liabilities
to
banks
31/12/2024 3,511 1,011 2,500 0
31/12/2023 0 0 0 0
2.
Trade
payables
31/12/2024 1,618 1,618 0 0
31/12/2023 891 891 0 0
3.
Liabilities
to
other
long-term
investees
and
investors
31/12/2024 285 285 0 0
31/12/2023 487 487 0 0
-
of
which
from
trade
payables
31/12/2024 0 0 0 0
31/12/2023 212 212 0 0
-
of
which
from
other
liabilities
31/12/2024 285 285 0 0
31/12/2023 275 275 0 0
4.
Other
liabilities
31/12/2024 3,617 3,409 208 0
31/12/2023 2,549 1,453 1,096 0
-
of
which
taxes
31/12/2024 479 479 0 0
31/12/2023 276 276 0 0
-
of
which
social
security
31/12/2024 52 52 0 0
31/12/2023 96 96 0 0
Liabilities 31/12/2024 9,031 6,323 2,708 0
31/12/2023 3,927 2,831 1,096 0

3.11 Liabilities to Banks

The liabilities to banks comprise loans to optimise the financing structure in project financing.

3.12 Trade Payables

Trade payables essentially include liabilities from consultancy costs as well as from ongoing shipping operations. These payables were higher than in the previous year for reporting date reasons.

3.13 Liabilities to Other Long-Term Investees and Investors

Liabilities to other long-term investees or investors result especially from unpaid contributions to project companies.

3.14 Other Liabilities

Other liabilities are composed as follows:

EUR
'000
31/12/2024 31/12/2023
Liabilities
from
CO2
certificates
1,907 0
Liabilities from purchase price payments outstanding 578 578
Wage tax liabilities 479 235
Liabilities
from
project
financing
208 1,096
Social security liabilities 52 96
Liabilities to the MPC Group 42 415
Liabilities to debtors with credit balances 12 11
VAT liabilities 0 41
Miscellaneous 340 77
Other liabilities 3,617 2,549

Note: Rounding differences may occur.

To satisfy regulatory requirements, liabilities from CO2 certificates in the area oftechnical ship management were reported for the first time, with corresponding receivables reported under other liabilities.

3.15 Deferred Taxes

Primary deferred tax assets in the amount of EUR 7.5 million result from the following balance sheet items:

    • Intangible fixed assets (EUR 2.2 million)
    • Receivables from other long-term investees and investors (EUR 2.5 million)
    • Other assets (EUR 1.0 million)
    • Other provisions (EUR 1.8 million)

The temporary differences within intangible fixed assets arise due to fiscal supplementary capital from partnerships. As in the previous year, the write-downs in the reporting year on receivables from other long-term investees and investors as well as on other assets essentially relate to future deductible temporary differences from the different measurement of receivables. Temporary differences in other provisions also exist as a result of the recognition of provisions for expected losses.

As in the previous year, there are no temporary differences giving rise to deferred tax liabilities.

Primary deferred taxes have not been recognized as the corresponding disclosure option under commercial law has been exercised.

3.16 Derivative Financial Instruments

To hedge against future currency risks which arise particularly in the context of normal business operations in the shipping sector, derivative financial instruments were used to compensate for risks from exchange rate fluctuations.

For example primarily the companies in the Maritime segment, and especially Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG with its subsidiaries and Harper Petersen & Co. GmbH & Co. KG, realize a large portion of their revenues in US dollars, while expenditures are incurred largely in euros, so a movement in the exchange rate can have a major impact on the result. To hedge these currency risks, the following currency hedges were taken out on a portion of the contractually agreed USD revenues for the subsequent financial year:

    • Currency forwards on a monthly basis were concluded for the fees from January to December with a volume averaging USD 1.3 million per month. Their market value at the balance sheet date is EUR 0.4 million.
    • Currency options on a monthly basis were concluded for a large portion of the fees for January to December with an average volume of USD 0.1 million per month. Their market value at the balance sheet date is around one thousand euros.

The valuation for determining market value followed the Black & Scholes model.

The option premiums paid are reported in the amount of one thousand euros under other assets.

Subject to the conditions being met, the derivative financial instruments are combined with the hedged underlying transaction to form one valuation unit in accordance with Section 254 in conjunction with 289 (1) HGB (micro-hedge). By applying the net hedge presentation method, the opposite value changes of the underlying transaction and hedge are not disclosed in the consolidated financial statements.

As at the balance sheet date, future incoming payments amounting to USD 16.4 million under firm customer contracts were hedged through valuation units.

The effectiveness ofthe valuation unitis assessed prospectively by means ofthe criticalterm match method. The expected effectiveness of the hedging relationship is 100 % because the material valuation-relevant features of the underlying transactions and hedges match.

3.17 Contingent Liabilities and Other Financial Obligations

There are contingent liabilities as defined in Section 251 HGB. These are default and fixed liability guarantees.

There are warranties and guarantees totalling EUR 0.9 million (previous year: EUR 0.9 million) essentially relating to directly enforceable warranties and guarantees. Their utilisation depends on a number of factors.

There are currently no indications that the MPC Capital Group will utilize the existing contingent liabilities because no material deterioration has arisen in the economic situation of the companies for which corresponding contingent liabilities were entered into. Utilization of one or more contingent liabilities would have a considerable impact on the financial position of the MPC Capital Group.

Other financial obligations relate to rent and lease obligations in the amount of EUR 11.5 million (previous year: EUR 13.3 million).

Contributions by limited partners held in trust amount to EUR 0.3 billion (previous year: EUR 0.3 billion). They essentially relate to the amounts entered on the Commercial Register for TVP Treuhand- und Verwaltungsgesellschaft für Publikumsfonds GmbH & Co. KG, Hamburg. If and to the extent that payments that are not covered by profits are made by funds on these contributions by limited partners held in trust, the risk of being sued is within the limits of Section 172 (4) HGB. TVP has scope for recourse against the respective trustors for the greater part of these contingent liabilities.

In addition MPC Investment Services GmbH and ELG Erste Liquidationsmanagement GmbH manage bank deposits in trust in the amount of EUR 43.3 million (previous year: EUR 39.6 million).

4. NOTES TO THE CONSOLIDATED INCOME STATEMENT

4.1 Revenues

Revenues essentially result from the provision of services.

The table below shows a breakdown by revenue type and region:

EUR
'000
2024 2023
By revenue type
Management services 34,806 30,532
Transaction services 6,193 7,037
Miscellaneous 2,034 379
Revenues 43,033 37,948
By
region
Germany 47,273 39,214
Netherlands 5,158 5,553
Hong
Kong
2,519 2,040
Singapore 1,434 428
Panama 714 206
Colombia 48 20
Consolidation -14,113 -9,513
Revenues 43,033 37,948

4.2 Other Operating Income

Other operating income is made up as follows:

EUR
'000
2024 2023
Income
from
asset
disposals
16,350 3,707
Income
from
changes
in
exchange
rates
2,105 2,214
Realized income from changes in exchange rates 1,433 1,988
Unrealized
income
from
changes
in
exchange
rates
671 226
Income
from
the
reversal
of
write-downs
on
receivables
884 694
Income
from
the
reversal
of
provisions
212 436
Income
from
liability
remunerations
192 289
Income
from
write-ups
on
financial
assets
175 118
Gains on deconsolidation 9 0
Miscellaneous 296 547
Other
operating
income
20,223 8,005

Note: Rounding differences may occur.

The accounting profits from asset sales are principally the result of income received for the delivery of new-build container ships.

In addition, within other operating income, around EUR 1.2 million (previous year: EUR 1.1 million) constitutes prior-period income mainly in the form of income from the reversal of provisions as well as income from the reversal of write-downs on receivables.

4.3 Cost of Materials – Cost of Purchased Services

Costs of purchased services in connection with the management and maintenance of ships are a major component of this item, and they bring in corresponding revenues.

The rise is prompted in particular by the first-time inclusion of Zeaborn Shipmanagement GmbH & Cie. KG, Hamburg, in the consolidated financial statements for the current financial year.

4.4 Personnel Expenses

Personnel expenses are composed as follows:

EUR
'000
2024 2023
Wages and salaries -25,799 -17,501
Social security contributions -3,182 -2,278
Personnel expenses -28,981 -19,779

Note: Rounding differences may occur.

Wages and salaries include post-employment benefit costs in the amount of EUR 0.1 million (previous year: EUR 0.1 million).

The average employee total is made up as follows:

Annual
average
2024
Annual
average
2023
Germany 194 144
Netherlands 11 12
Singapore 9 2
Panama 8 6
Colombia 6 3
China 3 2
Employees 231 169

Note: Rounding differences may occur.

An average of 85 employees (previous year: 40 employees) are attributed to MPC Capital from the equity investment in joint ventures.

As at 31 December 2024 there were 250 employees in total.

4.5 Other Operating Expenses

Other operating expenses are composed as follows:

EUR
'000
2024 2023
Legal and consultancy costs -4,352 -3,309
IT
costs
-3,505 -1,837
Expenses from currency translation differences -2,001 -1,800
Other
personnel
expenses
-1,904 -2,272
Cost of premises -1,830 -1,517
Insurance
and
subscriptions
-1,074 -1,070
Travel and hospitality expenses -827 -755
Services -791 -899
Vehicle costs -340 -293
Costs of payments -323 -214
Donations -323 -307
Communications costs -290 -179
Write-downs
on
receivables
-280 -226
Maintenance costs -269 -964
Supervisory Board remuneration -180 -180
Advertising expenses -178 -159
Prior-period
expenses
-153 -341
Miscellaneous -1,752 -1,212
Other
operating
expenses
-20,371 -17,534

4.6 Income from Equity Investments

Income from equity investments amounting to EUR 4.4 million (previous year: EUR 5.9 million) originated mainly from profit distributions by project companies.

4.7 Other Interest and Similar Income

Other interest and similar income amounting to a total of EUR 1.4 million (previous year: EUR 2.1 million) stems mainly from invested capital and from the loans for project financing.

4.8 Write-Downs on Financial Assets

In the financial year, write-downs of EUR 1.0 million (previous year: EUR 4.5 million) were applied where permanent impairment is assumed. These write-downs relate to isolated value adjustments made out of due commercial prudence in light of the changed economic and capital market environment.

4.9 Interest and Similar Expenses

Interest and similar expenses arise particularly in the form of interest expenses for project financing.

As in the previous year, there was no discounting of receivables and compounding of liabilities.

4.10 Result of Associates Carried at Equity

The result of associates carried at equity of EUR 14.1 million (previous year: EUR 11.9 million) substantially comprises dividends from MPC Container Ships ASA.

4.11 Taxes on Income

Taxes on income paid or owed in the individual countries are reported as taxes on income. Taxes on income comprise German and international taxes made up as follows:

EUR
'000
2024 2023
Current taxes -3,525 -2,429
Germany -2,790 -1,565
International -735 -864

Note: Rounding differences may occur.

In the financial year under review, corporations based in Germany were subject to corporation tax of 15 %, a solidarity surcharge of 5.5 % on corporation tax as well as trade tax, the amount of which depends on the various assessment rates levied by individual municipalities.

Group income taxes are also influenced by the possibility in Germany, subject to certain conditions, when operating merchant vessels internationally, of determining profit as a lump-sum tax on the basis of the net storage space of the ship instead of by comparing operating assets.

The Group tax rate corresponds to the German tax rate for the parent company MPC Capital AG and is 32.28 % (previous year: 32.28 %). This tax rate comprises corporation tax of 15 %, a solidarity surcharge of 5.5 % on corporation tax, and trade tax with an assessment rate of 470 %. The application of the income tax rate for Group companies of 32.28 % to consolidated earnings before tax would result in an expected tax expense of EUR -7.9 million (previous year: EUR -6.2 million). The following reconciliation statement shows the difference between this amount and the effective tax expense of EUR -3.5 million (previous year: EUR -2.4 million).

The actual tax expense/income from the Minimum Tax Act (German MinStG) for the 2024 financial year amounts to 0 euros.

EUR
'000
2024 2023
Consolidated earnings before taxes 24,508 19,301
Expected
taxes
on
income
(32.28%
(previous
year:
32.28%))
-7,910 -6,230
Different tax rates 289 343
Temporary differences and loss carryforwards for which no deferred tax assets were recognized 996 780
Non-tax-deductible
expenses
-221 -137
Tax-free
income
507 2,240
Deviation from the basis of assessment for trade tax 2,666 -212
Current taxes on income for previous years 151 924
Withholding tax / foreign tax -7 -91
Other
deviations
4 -46
Taxes on income -3,525 -2,429

Note: Rounding differences may occur.

The differences shown under the item "Different tax rates" are attributable to the differences between the tax rates of the German and international group companies on the one hand and the tax rate of MPC Capital AG on the other.

5. OTHER DISCLOSURES

5.1 Name and Registered Office of the Parent Company

MPC Capital AG, as the parent company, is obliged to prepare consolidated financial statements pursuant to Section 290 HGB. These have been prepared under the regulations of German commercial law in accordance with Section 290 ff. HGB. The consolidated financial statements are announced in the Federal Gazette.

The parent company of MPC Capital AG, which prepares the consolidated financial statements for both the largest and smallest consolidated group, is Castor Maritime Inc., Marshall Islands, which is listed on the US stock exchange NASDAQ (ISIN: MHY1146L2082, symbol: CTRM). The consolidated financial statements of Castor Maritime Inc. are published via the "Electronic Data Gathering, Analysis, and Retrieval" (EDGAR) online database managed by the US Securities and Exchange Commission (SEC).

5.2 Governing Bodies of the Company

a) Members of the Management Board in the reporting year:

Constantin Baack, Hamburg (Chairman) CEO, Chief Executive Officer, since 13 June 2024 Executive Board Member Shipping, until 13 June 2024

Ulf Holländer, Hamburg, (Chairman) CEO, Chief Executive Officer, until 13 June 2024

Dr Philipp Lauenstein, Hamburg CFO, Chief Financial Officer

Christian Schwenkenbecher, Hamburg CCO, Chief Client Officer, since 13 June 2024

b) Members of the Supervisory Board in the reporting year:

Ulf Holländer, Hamburg, since 13 June 2024 Former Chairman of the Management Board of MPC Münchmeyer Petersen Capital AG, Hamburg

Dr Axel Schroeder (Chairman), until 15 December 2024 Managing Director of MPC Münchmeyer Petersen & Co. GmbH, Hamburg

Joachim Ludwig, until 15 December 2024 Managing Director of Ferrostaal GmbH, Essen

Dr Ottmar Gast, until 13 June 2024 Former Chairman of the Advisory Board of Hamburg Südamerikanische Dampfschifffahrts-Gesellschaft ApS & Co KG, Hamburg

c) Remuneration of governing bodies:

The members of the Management Board of MPC Capital AG were granted total remuneration of EUR 2.3 million (previous year: EUR 2.2 million) for the 2024 financial year.

In the same period, total gross remuneration of EUR 180 thousand (previous year: EUR 180 thousand) was granted to the members of the Supervisory Board.

All remuneration for governing bodies is classified as current.

5.3 Appropriation of Earnings of the Parent Company

The Management Board will, with the approval of the Supervisory Board, propose to the shareholders atthe next Annual General Meeting that the net retained profit of the Company amounting to EUR 10.4 million for the 2024 financial year be appropriated as follows:

    • A partial amount of EUR 9.5 million is to be used for the payment of a dividend of EUR 0.27 per share on a total of 35,248,484 shares eligible for dividends;
    • The balance amounting to EUR 0.9 million is to be carried forward for new account.

5.4 Auditor's Fees

The auditor 's fees for the consolidated financial statements are made up as follows:

EUR
'000
2024 2023
Auditing services for the financial statements 200 143
Tax consultancy services 18 78
Auditor's
fees
218 221

5.5 Report on Subsequent Events

MPC Capital acquired a 50 % share in BestShip GmbH & Cie. KG from the Norwegian Wilhelmsen Group at the start of January 2025. BestShip provides IT-based assessments of vessels for improving energy efficiency and reducing emissions, and advises on how to realize improvements. BestShip currently provides services for around 450 vessels and is expected to increase results of operations by the low single-digit millions.

In January 2025 Petros Panagiotidis, founder and CEO of Castor Maritime Inc. and Toro Corp., both listed on the New York stock exchange Nasdaq, as well as Petros Zavakopoulos, Chairman and Managing Director of Cosmomed S.A., a manufacturer and distributor of medical products in southeast Europe, were appointed as members of the Supervisory Board of MPC Capital AG.

There were no further significant events with a material effect on the net assets, financial position or results of operations of MPC Capital AG after 31 December 2024.

Hamburg, 19 March 2025

Chairman

Dr Philipp Lauenstein

Constantin Baack Christian Schwenkenbecher

INDEPENDENT AUDITOR'S REPORT

Annual Report 2024 MPC Capital AG 79

Independent auditor's report

AUDIT OPINIONS

We have audited the consolidated financial statements of MPC Münchmeyer Petersen Capital AG, Hamburg, and its subsidiaries (the Group) — comprising the consolidated balance sheet as at 31 December 2024, the consolidated income statement,the consolidated statement of changes in equity and the consolidated cash flow statement for the financial year from 1 January 2024 to 31 December 2024 as well as the notes to the consolidated financial statements, including the presentation of the accounting policies.

We have also audited the combined management report of MPC Münchmeyer Petersen Capital AG for the financial year from 1 January 2024 to 31 December 2024.

In our opinion, based on the findings of our audit,

    • the enclosed consolidated financial statements comply in all material respects with the requirements of German commercial law and, in accordance with the German principles of proper accounting, give a true and fair view of the net assets and financial position of the Group as at 31 December 2024 as well as of its results of operations for the financial year from 1 January 2024 to 31 December 2024 and
    • the enclosed combined managementreport as a whole provides a suitable view ofthe Group's position. In all material respects this combined management report is consistent with the consolidated financial statements, complies with the requirements of German law and suitably presents the opportunities and risks of future development. Our audit opinion on the summarized management report does not extend to the content of the components mentioned under "OTHER INFORMATION" in the summarized management report.

Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any objections regarding the correctness of the consolidated financial statements and combined management report.

BASIS FOR THE AUDIT OPINIONS

We conducted our audit of the consolidated financial statements and combined management report in accordance with Section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany, IDW).

Under those regulations and principles our responsibility is described further in the section "RESPONSIBILITY OF THE AUDITOR FOR THE AUDITING OF THE CONSOLIDATED FINANCIAL STATEMENTS AND COMBINED MANAGEMENT REPORT" of our Auditor 's Report. We are independent of the Group companies, as is consistent with German commercial law and professional law, and have fulfilled our other German professional duties in accordance with these requirements.

We are of the opinion that the audit evidence we obtained is adequate and suitable to serve as a basis for our audit opinions on the consolidated financial statements and combined management report.

OTHER INFORMATION

The legal representatives or the supervisory board are responsible for the other information.

Otherinformation includes the remaining parts ofthe annualreport, excluding the audited consolidated financial statements and summarized management report, as well as our audit opinion.

Independent auditor's report

Our audit opinions on the consolidated financial statements and summarized management report do not extend to the other information, and accordingly, we neither provide an audit opinion nor any other form of audit conclusion on it.

In connection with our audit ofthe consolidated financial statements, we have the responsibility to read the otherinformation and assess whether the other information

    • contains material inconsistencies with the consolidated financial statements, summarized management report, or our knowledge obtained during the audit, or
    • otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

R E SP ONSIBIL IT Y OF M A N A GEMENT A ND THE SUP ER VIS ORY B O A R D F OR THE C ONS OL IDATED F IN A NCI A L S TATEMENT S A ND COMBINED MANAGEMENT REPORT

The managementis responsible forthe preparation ofthe consolidated financial statements, which comply in all materialrespects with the requirements of German commercial law and, in accordance with the German principles of proper accounting, for ensuring that the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group. The management is also responsible for the internal controls that it has determined to be necessary, in accordance with the German principles of proper accounting, to enable the preparation of consolidated financial statements that are free from material misrepresentations due to fraud or error (i.e. manipulation of the financial statements and misappropriation of assets).

In preparing the consolidated financial statements, the management is responsible for assessing the group's ability to remain a going concern. In addition it has the responsibility to state matters, where relevant, in connection with remaining a going concern. Furthermore, itis responsible for preparing the accounts based on the going concern accounting principle, unless there are conflicting actual or legal circumstances.

The managementis also responsible forthe preparation ofthe combined managementreport, which as a whole provides a suitable view ofthe Group's position and is consistentin all materialrespects with the consolidated financial statements, complies with the requirements of German law and suitably presents the opportunities and risks offuture development. The management is in addition responsible for the precautions and measures (systems) that it has deemed necessary to enable the preparation of a combined management report that is consistent with the applicable requirements of German law, and to enable itto furnish sufficient suitable evidence forthe statements made in the combined managementreport.

The Supervisory Board is responsible for overseeing the Group's accounting process for the preparation of the consolidated financial statements and combined management report.

R E SP ONSIBIL IT Y OF THE AUDITOR F OR THE AUDITING OF THE CONS OL IDATED F IN A NCI A L S TATEMENT S A ND COMBINED MANAGEMENT REPORT

Our objective is to obtain reasonable assurance whether the consolidated financial statements are as a whole free from material misrepresentations due to fraudulent acts or errors, and whether the combined management report as a whole provides a suitable view of the Group's position and is consistent in all material respects with the consolidated financial statements as well as with the findings of our audit, complies with the requirements of German law and suitably presents the opportunities and risks of future development, as well as to provide an audit report that contains our audit opinions on the consolidated financial statements and combined management report.

Independent auditor's report

Reasonable assurance means a high degree of assurance, but no guarantee that an audit conducted in accordance with Section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer will always reveal a material misrepresentation. Misrepresentations may result from fraudulent acts or errors and are regarded as material if it could reasonably be expected that they might individually or as a whole influence the economic decisions ofthe reader made on the basis ofthese consolidated financial statements and this combined management report.

We exercise professional judgement during the audit and maintain a critical basic attitude. In addition

    • we identify and assess the risks of material misrepresentations in the consolidated financial statements and combined management report due to fraudulent acts or errors, plan and conduct audit procedures in response to those risks, and obtain audit evidence that is sufficient and suitable to serve as the basis for our audit opinions. The risk that material misstatements resulting from fraudulent acts will not be detected is higher than the risk that material misstatements resulting from errors will not be detected, as fraudulent acts may involve collusion, forgery, intentional omissions, misleading representations, or the override of internal controls.
    • we acquire an understanding of the relevant internal control system for the audit of the consolidated financial statements and the relevant precautions and measures for the audit of the combined management report in order to plan audit procedures that may be appropriate in the circumstances, but not with the aim of submitting an audit opinion on the effectiveness of those systems.
    • we assess the appropriateness ofthe accounting methods used by the management as well as the justifiability ofthe value estimates presented by the management and of related disclosures.
    • we draw conclusions on the appropriateness of the going concern accounting principle used by the management and, based on the audit evidence obtained, on whether a material uncertainty exists in connection with events or circumstances that may raise significant doubts aboutthe ability ofthe Group to remain a going concern. If we reach the conclusion that a material uncertainty exists, we are obliged to point outthe affected disclosures contained in the consolidated financial statements and combined managementreportin the Auditor 's Report or, ifthose disclosures are inappropriate,to modify our audit opinion on the matterin question. We reach our conclusions on the basis ofthe audit evidence obtained as of the date of our Auditor 's Report. However future events or circumstances may result in the Group no longer being able to operate as a going concern.
    • we assess the overall presentation, structure and content of the consolidated financial statements including the disclosures, as well as whetherthe consolidated financial statements presentthe underlying transactions and events such that,taking account ofthe German principles of proper accounting,the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group.
    • we obtain sufficient appropriate audit evidence for the accounting information of the enterprises or business activities within the Group to be able to provide audit opinions on the consolidated financial statements and combined managementreport. We are responsible for guiding, monitoring and conducting the audit ofthe consolidated financial statements. We bear sole responsibility for our audit opinions.
    • we assess whether the combined management report is consistent with the consolidated financial statements, and also its compliance with the legal requirements and the impression it gives of the situation of the Group.
    • we conduct audit procedures on the future-related statements by managementin the combined managementreport. Based on sufficient, suitable audit evidence we in particular seek to comprehend the material assumptions which underlie the future-related statements by management and assess whetherthe future-related statements have been derived properly from those assumptions. We do not give a separate audit opinion on the future-related statements nor on their underlying assumptions. There is a considerable unavoidable risk thatfuture events will deviate materially from the future-related statements.

We discuss with those charged with governance, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Hamburg, 20 March 2025

BDO AG Wirtschaftsprüfungsgesellschaft

gez.
Härle
Naqschbandi
German Public Auditor German Public Auditor

FINANCIAL CALENDAR

FINANCIAL CALENDAR 2025

27 March 2025 Publication of Annual Report 2024

31 March 2025 Quirin Champions Conference, Frankfurt/Main

12 - 14 May 2025 Equity Forum Spring Conference, Frankfurt/Main

13 May 2025 Publication of Q1 2025 key figures

11 - 12 June 2025 Warburg Highlights Conference, Hamburg 13 June 2025 Annual General Meeting

27 - 28 August 2025 Hamburger Investorentage

28 August 2025 Publication of Interim Financial Report 2025

12 November 2025 Publication of Q3 2025 key figures

24 November 2025 Analysts conference at the Deutsche Börse Eigenkapitalforum, Frankfurt/Main

Investor Relations

Stefan Zenker Tel.: +49 (40) 38022 4200 Email: [email protected] www.mpc-capital.com/ir

MPC Münchmeyer Petersen Capital AG

Palmaille 67 D-22767 Hamburg

WKN A1TNWJ ISIN DE000A1TNWJ4

www.mpc-capital.com

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