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Baltic Sea Properties

Annual Report Apr 11, 2025

3552_10-k_2025-04-11_19322f36-eb91-4c0c-a980-dc4c24323366.pdf

Annual Report

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Annual report 2024

About us

2

Baltic Sea Properties is a Norwegian public listed, open-ended and fully integrated investment company. The company is among the Baltics' leading real estate investors and developers – owning a diversified cash flow generating portfolio of modern real estate in the logistics, industrial and commercial segments.

Baltic Sea Properties AS Annual report | 2024

Our strategy is to develop long-term relationships with strong clients and to hold high-quality assets in attractive locations. We grow our portfolio by own developments and acquisitions with the objective to maximise shareholder values and the company's dividend capacity.

The property management is conducted through fully-owned subsidiaries by a professional management team with deep knowledge of the Baltic real estate market

Contents

About us 2
Our Vision, Mission & Values 4
Highlights 6
Financial Overview — Year-end 2024
Key figures group
Income From Property Management (IFPM)
Financing
Financial Expenses Overview
Loan-to-Value (LTV)
Net Asset Value (NAV)
8
9
10
11
12
13
14
Market update from Newsec Baltics 16
Annual Statements — 2024
Board of Directors & CEO's annual report & declaration
Consolidated statement of profit or loss
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Annual financial statement for the parent company
Independent auditor's report
18
20
30
31
32
34
35
36
58
70
Property portfolio
Client mix
Investment strategy
Our development approach
Sustainability in development
BREEAM certification status
Investment projects
Development projects
74
75
76
77
78
79
80
89
Contact 92
Euronext Growth Oslo 94
Appendix 1 —
Reconciliation of APM's
95

Baltic Sea Properties AS Annual report | 2024

Disclaimer:

This report has been prepared by Baltic Sea Properties AS in good faith and to our best ability with the purpose to give the company's shareholders updated information about the company's operations and status. This document must not be understood as an offer or encouragement to invest in the company. Baltic Sea Properties AS further makes reservations that errors may have occurred in its calculations of key figures or in the development of the report which may contribute to an inaccurate impression of the company's status and/or operations. The report also includes descriptions and comments which are based on subjective assumptions and considerations, and thus must not be understood as a guarantee of future events or future profits.

3

Our Vision

Our vision is to be the preferred real estate partner and leading investment company in the region.

We will achieve this by staying true to our mission and values.

Our Mission

Our mission is to foster a great team, to provide high quality and sustainable solutions for our partners, thus creating superior long-term value and returns for our shareholders.

5

Our Values

  • • Commitment to our people and their professional development.
  • Focusing on innovation and value creation.
  • • Respect for our social and physical environment.
  • • Accountability and fairness with our stakeholders.
  • • Reliability and integrity in all we do

Highlights

2024

Sustained growth and strategic execution

We are pleased to present our annual report for 2024, marking the completion of another year of strong financial performance, operational resilience, and execution according to our long-term growth strategy. Despite ongoing market uncertainties, we have maintained a solid financial position while staying committed to continue our strategy of growing a diversified portfolio of high-quality assets.

One of the key milestones of 2024 was the completion of the first stage of Liepų Parkas, which was delivered on schedule to ESO (Ignitis) in January 2025. Meanwhile, we strengthened our capital position, maintained stable dividends, and received industry recognition for our performance.

Key metrics and highlights

  • • Completion of 1st stage of Liepų Parkas The 4,340 m² office and warehouse development for ESO (Ignitis) was completed on time and on budget, with handover taking place in January 2025.
  • • Strong capital position Successfully raised mNOK 98.4 through a direct placement and subsequent repair issue, reinforcing financial flexibility for future developments.
  • • Dividend distribution Paid NOK 1.75 per share in dividends to shareholders, maintaining a stable and attractive return.
  • • Continued recognition Awarded 1st place in the "Strongest Brand Baltics Developers – Logistics" category at the European Real Estate Brand Awards.
  • • Development pipeline expansion We continue to work hard on building a strong development pipeline, including several exciting prospects within our new business and retail park, Liepų Parkas.
  • • Financial performance Rental income, EBITDA, NAV, and LTV remain in line with expectations, reflecting continued financial resilience.
  • • Achieved BREEAM In-Use 'Excellent' certification for our two DPD terminals, reinforcing our commitment to sustainable building standards and energy-efficient operations.

Liepų Parkas | Concept visualisations

Liepų Parkas | Late March/Early April 2025

Financial overview

Year-end 2024

  • Key figures group
  • Income From Property Management (IFPM)
  • Financing
  • Financial Expenses Overview
  • Loan-to-Value (LTV)
  • Net Asset Value (NAV)

Key figures group

Year-end report 2024

Per share 31/12/2024 31/12/2023 31/12/2022
Net Asset Value (NAV) in NOK 72.52 * 68.95 62.11
NAV in EUR 6.15 * 6.13 5.91
YTD Return NAV incl. dividend (NOK)* 16.78% 13.56% 17.95 %
YTD Return NAV incl. dividend (EUR) * 11.22% 6.39% 12.11 %
Dividend distributed (NOK) 1.75 1.60 1.50
Dividend distributed (EUR) 0.15 0.14 0.15
Last transaction price per date (NOK) 49.46 47.40 50.00
Number of shares issued 8 696 077 * 6 688 232 6 688 232
EURNOK rate, balance sheet date 1 11.80 11.24 10.51
EURNOK rate, YTD average 2 11.63 11.42 10.10

1) EURNOK rate per balance sheet date is used when converting balance sheet figures.

2) EURNOK YTD average rate is used when converting P&L figures.

*In late June and July 2024, the company issued 2,007,848 new shares in a direct share issue at NOK 49 per share. The NAV return for 2024 has been adjusted to account for this event, with the return KPI based on the operational return for 2024, excluding cash proceeds and the new issued shares.

Group key figures 31/12/2024 31/12/2023 31/12/2022
Fair value of portfolio (MNOK) 1 316 1 121 1 016
Fair value of portfolio (MEUR) 111.6 99.8 96.7
Value of equity based on NAV - BSP method (MNOK) 630 460 414
Value of equity based on NAV - BSP method (MEUR) 53.4 40.9 39.5
Annualised contracted rent (MNOK) 105.1 93.6 88.4
Annualised contracted rent (MEUR) 9.0 8.3 8.0
Net income from property management (IFPM) (MNOK) 28.3 33.3 29.7
Net income from property management (IFPM) (MEUR) 2.4 2.9 3.0
NOI yield (investment projects) 8.00% 8.06% 7.88 %
Dividend yield (NAV) 2.39%* 2.44% 2.50%
Occupancy rate 100% 100% 99 %
WAULT (years) 8.6 yrs 9.1 yrs 9.1 yrs
IBD (incl. mezzanine facility) (NOK) 702 656 604
IBD (incl. mezzanine facility) (EUR) 59.5 58.3 57.4
LTV investment portfolio (incl. mezzanine facility) 53.32 % 58.43% 59.38 %
Net LTV (inc. Cash) 47.17 % 54.80% 55.08 %
Interest coverage ratio (ICR) - Group 1.74 2.09 2.81
Interest coverage ratio (ICR) - SPV finance 2.27 2.68 4.13

Terms/abbreviations used in this report:

• NOI yield = NOI / Market value of the investment portfolio excluding development land value (land bank).

• Net rent = Income from rental activity from property portfolio minus (-) all unrecovered property expenses (not including internal property management fees).

• IFPM (Income From Property Management) = Profit/loss before tax excluding depreciations, profit/loss/value movements on properties, realised investments, cur-

rency and other financial instruments.

• LTV = Loan to Value ratio

• Interest Coverage Ratio (ICR) SPV finance - Consolidated EBITDA of real estate subsidiaries/interest paid from real estate finance

• ROE - Return on Equity

Fair value of portfolio = valuation of the real estate assets

NOI = Net operating income from property portfolio (incl.internal property management expenses)

IBD = Interest-Bearing Debt – all outstanding debt to credit institutions and/or other credit facilities

EBITDA = Earnings before interest, tax, depreciation and amortisation

WAULT = Weighted average unexpired lease term

Interest Coverage Ratio (ICR) Group - Group EBITDA/all interest paid

Income From Property Management

Specification

Income From Property Management 31 Dec 2024 31 Dec 2023 31 Dec 2022 31 Dec 2024 31 Dec 2023 31 Dec 2022
EUR EUR EUR NOK NOK NOK
thousand thousand thousand thousand thousand thousand
Rental income 8 292 7 994 6 882 96 413 91 286 69 521
Property expenses ex mng -285 -323 -298 -3 314 -3 683 -3 014
Net rent 8 007 7 671 6 584 93 099 87 603 66 507
Other operating income 67 66 113 785 754 1 138
Administration cost -1 501 -1 356 -1 292 -17 457 -15 487 -13 056
Other operating cost -513 -522 -671 -5 966 -5 956 -6 774
EBITDA 6 060 5 859 4 733 70 461 66 918 47 815
Net realised interest cost & finance expenses -3 624 -2 940 -1 775 -42 139 -33 582 -17 931
Net income from property management (IFPM) 2 436 2 919 2 958 28 322 33 336 29 884
Changes in value of investment properties 3 554 347 1 708 41 323 3 961 17 252
Changes in value of financial instruments -41 -565 1 019 -479 -6 449 10 295
Realised changes in value of investment properties - - -198 - - -2 000
Depreciation, amortisation and impairment -60 -91 -22 -699 -1 035 -219
Net currency exchange differences 29 5 97 341 58 981
Profit before tax 5 918 2 615 5 563 68 808 29 869 56 193
Current tax 54 176 -117 626 2 013 -1 181
Deferred tax -1 213 -255 -795 -14 108 -2 913 -8 032
Profit from continued operations 4 758 2 537 4 651 55 325 28 969 46 980
Net Asset Value (NAV) 31 Dec 2024 31 Dec 2023 31 Dec 2022 31 Dec 2024 31 Dec 2023 31 Dec 2022
Currency EUR EUR EUR NOK NOK NOK
Equity as recognised in balance sheet 52 170 40 041 38 586 615 340 450 061 405 682
Pr share 6.01 6.00 5.78 70.83 67.40 60.75
Net Asset Value - BSP method*
Equity as recognised in balance sheet 52 170 40 041 38 586 615 340 450 061 405 690
Deferred tax according to balance sheet (-) 5 534 4 317 4 068 65 277 48 518 42 773
Equity excluding deferred tax 57 704 44 358 42 654 680 617 498 579 448 463
Deferred tax according to BSP orignal NAV definition (-) 4 289 3 390 3 203 50 589 38 109 33 676
Net asset value - BSP Method 53 415 40 967 39 451 630 028 460 470 414 786
Pr share 6.15 6.13 5.91 72.52 68.95 62.11
Number of outstanding shares 8 696 077 6 688 232 6 688 233 8 696 077 6 688 232 6 688 233

* See page 14 for more information on NAV

Financing

Year-end report 2024

Interest Swap maturity
Year EUR Share % Interest margin EUR Share % Swap fixed
rate
0-1 year - - - 2 070 272 3.72 % 0,72 %
1-3 years 55 262 258 100,0 % 2.18 %
4-5 years - - -
Total funding real estate portfolio1 55 262 258 100.0 % 2.18 % 2 070 272 3.72 % 0.72 %
Mezzanine2 4 239 084 7.1 % 9.30 % - - -
Sum loan 59 501 342 100 % 0.66 % 2 070 272 3.72 % 0.72 %

1) Weighted average bank interest margin is 2.18 % + 3-months EURIBOR ( per 31st of December 2024). The interest swap is against 3-months EURIBOR.

2) Interest rate for the mezzanine loan is including margin. The loan facility expires in September 2026.

Loan financing 31/12/2024 31/12/2023 31/12/2022
Interest-bearing debt incl. Mezzanine loan (MEUR) 59.50 58.30 57.4
LTV incl. mezzanine loan 53.32% 58.43% 59.38%
Interest-bearing debt excl.mezzanine loan (MEUR) 55.26 53.02 52.1
LTV excl. mezzanine 49.53% 53.13% 53.92%
12-month running interest margin all loans (margin)* 2.18% 2.83% 2.73%
Interest rate hedging ratio 3.72% 4.29% 39.74%
Interest rate coverage (ICR) - group 1.74 2.09 2.81
Interest rate coverage (ICR) - SPV finance*** 2.27 2.68 4.13
Time until maturity interest-bearing debt (weighted) 2.2 yrs 3.41 yrs 4.4 yrs
Time until maturity interest hedging contracts (weighted) 0.3 yrs 1.34 yrs 1.3 yrs

* Excl. 3-months EURIBOR & swap agreements.

** LTV does not include cash position. *** Includes all internal management fees

(MEUR) 31/12/2024 31/12/2023 31/12/2022
Interest-bearing debt, total 59.50 58.30 57.40
Interest-bearing debt, bank loan 55.26 53.02 52.10
Interest-bearing debt, mezzanine 4.23 4.45 2.07
Interest-bearing debt, seller credit 0.00 0.84 3.21
Cash 6.87 3.64 4.19
Net LTV, total 47.17% 54.80% 55.08 %

* Net LTV include cash position

Financial Expenses Overview

Specification

BSP Group Per 31/12/2024 Per 31/12/2023
NOK EUR NOK EUR
EBITDA 70 460 885 6 059 796 66 917 866 5 859 400
Interest payable 40 478 291 3 481 225 31 990 528 2 801 125
ICR - group 1.74 1.74 2.09 2.09
Net realised interest cost & finance expenses
Interest on real estate portfolio 36 469 746 3 136 481 32 951 035 2 885 380
SWAP costs - - 41 797 3 660
SWAP income -1 076 087 -92 546 -5 939 299 -520 051
Interest mezzanine incl. contract fee 5 450 047 468 716 2 513 583 220 104
Interest seller's credit 322 151 27 706 2 732 817 239 301
Interest income -687 566 -59 132 -311 398 -27 268
Sum interest expenses 40 478 291 3 481 225 31 990 528 2 801 125
Consolidated SPV-financed entities Per 31/12/2024 Per 31/12/2023
NOK EUR NOK EUR
EBITDA (incl. internal management cost) 78 041 673 6 711 761 72 474 739 6 345 966
Interest payable 34 359 882 2 955 028 27 055 266 2 368 988
ICR - SPV finance 2.27 2.27 2.68 2.68
Net realised interest cost & finance expenses
Interest on real estate portfolio 35 435 969 3 047 574 32 952 766 2 885 380
SWAP costs - - 41 799 3 660
SWAP income -1 076 087 -92 546 -5 939 299 -520 051
Sum interest expenses 34 359 882 2 955 028 27 055 266 2 368 988

Terms/abbreviations used above:

EBITDA = Earnings Before Interest, Taxes, Depreciations and Amortisations ICR = Interest Coverage Ratio

Loan-to-Value (LTV)

Specification

Loan-to-Value ratio Per 31/12/2024 Per 31/12/2023
NOK EUR NOK EUR
Net nominal interest-bearing debt excl. mezzanine loan 651 818 328 55 262 258 595 940 050 53 017 219
Mezzanine 50 000 000 4 239 084 50 000 000 4 448 201
Seller's credit - - 9 398 182 836 100
Net nominal interest-bearing debt incl. mezzanine loan1 701 818 328 59 501 342 655 338 232 58 301 520
Valuation of real estate portfolio 1 316 121 299 111 582 984 1 121 340 008 99 758 908
Loan to value excl. cash 53.32% 53.32% 58.44% 58.44%
Cash 80 989 728 6 866 446 40 887 760 3 637 539
Loan to value incl. cash (Net LTV) 47.17% 47.17% 54.80% 54.80%
1
Interest-bearing debt per 31.12.2024 here includes MEUR 1.2 in construction cost which in the annual accounts are presented as debt to suppliers but will be financed with bank loan.

Financing per 31/12/2024

Net Asset Value (NAV)

Net Asset Value (NAV) is a measure of the fair value of the company's net assets on an on-going long-term basis, calculated as the total value of the company's assets minus the total value of its liabilities, with certain adjustments.

Public and private real estate companies and real estate funds use slightly different adjustment principles when calculating their NAV. Below is therefore an explanation of how NAV is calculated in Baltic Sea Properties.

Assets
valuation and
adjustments
for NAV:


Investment (income generating) property and development land is valued and included
using the most recent market value based on independent valuations (using discounted
cash flow method.)
External financial investments are valued and included at their most recently published/
recorded NAV (alternatively most recent transaction price if NAV is not available.)
Development property, unfinished construction and other assets are valued and included
at book value (cost price less depreciation)
Liabilities
adjustments
for NAV:


Financial liabilities are valued and included at book value.
Deferred tax liabilities are valued and included at 50 % of the deferred profit tax calculated
on the difference between the current property market value and tax book value. (This
adjustment principle is based on market practice and a deemed fair value basis)
Interest rate swaps are valued and included at book value.

• Other liabilities are valued and included at book value.

Net Asset Value (NAV) per share development (YTD) 31/12/2024 31/12/2023 31/12/2022
NAV (NOK) - BSP method (IFRS) 72.52 68.95 62.11
Dividend (NOK) 1.75 1.60 1.50
Return on equity inc. dividend (NOK)* 16.78 % 13.56 % 17.95 %
NAV (EUR) - BSP method (IFRS) 6.15 6.13 5.91
Dividend (EUR) 0.15 0.14 0.15
Return on equity inc. dividend (EUR)* 11.22 % 6.39 % 12.11 %
Applied EURNOK conversion rate 11.80 11.24 10.51
Number of shares outstanding 8 696 077 6 688 232 6 688 232

* In late June 2024, the company issued 1,781,394 new shares in a direct share issue at NOK 49 per share. Additionally, in July, BSP issued another 226,450 shares in a repair issue. Due to the lower subscription price of the newly issued shares compared to the existing NAV per share, the NAV per share has been diluted. Therefore, the NAV return for 2024 has been adjusted to account for this event, with the return KPI based on the operational return for 2024, excluding cash proceeds and the new issued shares in the return on equity calculation.

BSP Park | Vilnius West

Market Update

Provided by Kristina Živatkauskaitė and Mindaugas Kulbokas at Newsec Baltics (10 February 2025)

Economic Growth and Market Shifts

Lithuania's economy in 2024 showed resilience, growing at 2.7%, primarily supported by stronger performance in manufacturing industry, wholesale and retail trade, and the ICT sectors. Positive contributions from construction enterprises also bolstered economic resilience. Inflation dropped below 1% primarily due to decreasing energy and food prices. Unemployment stabilized at 7% and started to decline faster in the last quarter of the year. This stability is attributed to a recovering labor market and sustained economic growth. Projections for 2025 suggest close to 3% GDP growth, driven by growth of industrial companies and domestic consumption.

The Investment Market

In the real estate sector, Lithuania accounted for approximately one-third of the total Baltic real estate investment market by the end of 2024. The total investment volume in Lithuania reached EUR 155 million, while the Baltic region as a whole saw approximately EUR 500 million in transactions, marking a 37% year-on-year decline. The retail segment was in the leading position, investments in the Baltic countries reached close to 240 mEUR or half of total investments during 2024, reflecting the same trend in Lithuania. Despite a less active fourth quarter, the market showed signs of recovery and higher activity in the beginning of 2025. Despite these challenges, investors have the opportunity to capitalize on upside potential in a difficult and less active market. By leveraging market data, they can position themselves to secure higher-than-average returns. The outlook for 2025 remains optimistic, with expectations of continued economic growth and a revitalized real estate market.

The Residential Market Development

The residential real estate market in Lithuania demonstrated recovery in 2024, fueled by stronger demand and lower interest rates. In Vilnius, secondary apartment transactions were only 3% lower than the previous year, while the primary market experienced an impressive 42% increase in activity. This growth was particularly evident in the third and fourth quarters, with transactions surging by 88%.

Pre-sales activity in the primary market was especially robust during the final months of the year, reflecting heightened market confidence. By the end of the year, total primary market sales in the city reached 3,400 units.

The European Central Bank's interest rate cuts played a critical role in reviving market activity by easing borrowing costs for potential buyers. This policy shift encouraged those who had previously been hesitant to commit to purchases, leading to a surge in transactions. Expectations of further rate cuts in the first half of 2025 are likely to sustain and even amplify this momentum, positioning the residential market for continued growth in the coming year.

The Imbalance Between Office Supply and Demand Creates Market Tension

In the latter part of 2024, the office vacancy rate in Vilnius remained steady, staying close to the previous year's level. Class A office spaces saw an improvement, with fewer vacancies as demand for premium spaces grew. In contrast, vacancies in class B offices increased, surpassing 10% for the first time since mid-2022. During the second half year, only one new speculative project was completed, adding a moderate amount of office space for the year. Looking ahead, a significant amount of new office space is expected next year, with most of it concentrated in the Central Business District, signaling a continuous developer interest in this prime location.

Office space take-up in the final quarter of 2024 was notably high, pushing the annual total well above the previous year's level. The strong demand was driven by an unexpected surge in prelease agreements and quick turnover of available spaces in the secondary market. However, the rate of office take-up relative to total supply has declined in recent years. This, combined with an expanding office market, suggests that supply may be outpacing demand, hinting at a potential slowdown ahead. In 2024, limited new supply provided landlords with a relatively stable environment. However, 2025 is expected to see the largest new supply growth in five years, intensifying competition for both owners of older buildings and developers of new projects. Slow growth in the startup segment workforce and a lack of foreign tenants have created challenges for all market players. The absorption of 2025's new supply is anticipated to extend into 2026, while projects not yet initiated are expected to face delays of at least two years.

The Logistics Market

The logistics and industrial real estate sector in Lithuania experienced a period of adjustment in 2024, marked by a temporary downturn in demand. The ongoing construction activity remained strong with over 300,000 sqm in development across all key regions last year. Despite short-term challenges, investment in mixed-use projects—combining office, retail, and industrial-warehouse spaces—continued, reflecting developer confidence in long-term market potential. A key trend throughout the year was the rising vacancy rate in older warehouse properties, driven by a growing preference for modern, efficient facilities. As businesses optimize operations, demand has gradually shifted toward newer developments. Looking ahead, a moderate recovery is expected in late 2024 or early 2025, supported by improving economic conditions and seasonal market dynamics. While nearterm uncertainty remains, continued investment and strategic development indicate a positive long-term outlook for the sector.

Annual Statements 2024

Table of contents

    1. Board of Directors & CEO's annual report and declaration
    1. Consolidated statement of profit or loss & comprehensive income
    1. Consolidated statement of financial position
    1. Consolidated statement of changes in equity
    1. Consolidated statement of cash flows

6. Notes to the consolidated financial statements

Note 1 Accounting Principles
Note 2 Critical accounting estimates and subjective judgement
Note 3 Operating income from contract customers
Note 4 Investment property
Note 5 Employee benefit expenses
Note 6 Other operating assets
Note 7 Operating costs
Note 8 Other administrative costs
Note 9 Finance income and expenses
Note 10 Interest rate swap agreements
Note 11 Tax
Note 12 Earnings per share
Note 13 Lease agreements where the group is the lessee
Note 14 Classification and measurement of financial assets and liabilities
Note 15 Long-term receivables
Note 16 Other receivables and other current assets
Note 17 Cash and bank deposits
Note 18 Share capital and shareholder information
Note 19 Interest bearing liabilities
Note 20 Debt to credit institutions
Note 21 Other short-term debt
Note 22 Financial risk management
Note 23 Subsidiaries
Note 24 Segment information and rental income
Note 25 Reconciliation of liabilities from financing activities
Note 26 Uncertain liabilities
Note 27 Transactions with related parties
Note 28 Russia's invasion of Ukraine
Note 29 Events after reporting date

7. Annual financial statement 2024 for the parent company

8. Independent auditor's report

The Board of Directors & CEO's

Annual report 2024

Year summary

We continued to deliver solid performance throughout 2024, despite a challenging global environment. Our investment portfolio has demonstrated resilience, with rental income increasing further (EUR: +3.6 %) and contributing to a stable cash flow. While interest rates in the eurozone and Lithuania declined during the year, they remain elevated compared to pre-2022 levels, and geopolitical uncertainty continues to shape the market. Against this backdrop, we remained focused on long-term value creation through disciplined capital management and the development of high-quality assets.

A major milestone in 2024 was the successful completion of a NOK 98.4 million capital raise, further strengthening our balance sheet and enabling future growth. In addition, we completed the first stage of the Liepų Parkas development on schedule in 2024, with handover to ESO (Ignitis Group) in January 2025. This was followed by a long-term lease agreement with UAB Krasta Auto (Inchcape Group) for the second stage, securing a new BMW dealership. These milestones reinforce our commitment to investing in the region, and we continue to look for further opportunities to increase our economies of scale in line with our growth strategy.

Progress in ESG remained a priority, highlighted by the achievement of BREEAM In-Use 'Excellent' certification for our two DPD transit terminals. We are also working towards the same certification for our Liepu Parkas development project, alongside further integration of renewable energy solutions. Additionally, we continue to enhance transparency in our supply chain, in compliance with the Norwegian Transparency Act ("Åpenhetsloven")

Looking ahead, we recognise the increasing geopolitical uncertainty surrounding NATO, regional security, tariffs, and broader market conditions. Lithuania's strategic position presents both risks and opportunities, which we continue to monitor closely. With a strong financial foundation and disciplined approach, we are well positioned to navigate challenges while delivering sustainable long-term value for our shareholders.

Nature of business and location

Baltic Sea Properties AS (BSP) is a Norwegian publicly listed real estate company and a leading investor, owner, and developer in the Baltics, owning a portfolio of logistics, industrial, and commercial assets. Our aim is to become the preferred real estate partner and a leading investment company in the region. The company (ticker: BALT) has been listed on Euronext Growth Oslo (formerly known as "Merkur Market") since November 2017.

The management and development of the group's properties are undertaken by our local team, which possesses extensive experience in the Baltic real estate market, through seventeen wholly owned subsidiaries, all registered in Lithuania. In addition to refining the current portfolio, the company is continuously working to enhance the portfolio with new cash flow and development projects that will increase shareholder value and strengthen the company's capacity for dividend distribution.

The group's central head office is located at Tollbugata 8A in Oslo, Norway.

The Group's Annual Financial Statements

Accounting Standard

The Group's consolidated annual financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS. Please refer to the financial statements' notes 1 and 2 for more detailed descriptions of the accounting principles applied under IFRS).

Profit & Loss

The Group's total operating income (excluding adjustments in asset valuations) saw an increase of NOK 5.2 million in 2024, reaching NOK 97.2 million, up from NOK 92.0 million in 2023. Furthermore, the fair value adjustment of investment properties for 2024 amounted to MNOK 41.3 driven by CPI adjustments on rent and profit from development on the first stage of Liepu Parkas.

Of total operating income, NOK 96.4 million, previously NOK 91.3 million, was attributable to rental income. This growth is mainly due to CPI adjustments on existing leases but also the effect of the expansion of BSP Park – Vilnius A1 coming into full effect during this year. Total operating income increased approximately 3.7% measured in EUR.

The Group's operating expenses increased by NOK 1.3 million in 2024 to NOK 27.4 million (NOK 26.2 million). Nevertheless, measured in EUR, the increase in operating expenses was just EUR 69 thousand. (See notes 7 and 8 for further specification).

The Group's net financial items for the year were a net cost of NOK 42.2 million, increased from NOK 40.0 million in 2023, mainly due to a significant increase in the group's interest expenses. (Note 9).

Financial Position (Balance Sheet)

The Group's total assets at the end of the year 2024 were NOK 1,436 million. Of this, NOK 1,346 million were investment properties (including NOK 29.6 million in rightof-use assets). (Note 4).

The Group's equity on the balance sheet date was NOK 615.3 million.

Interest-bearing liabilities were NOK 687.5 million. (Notes 19 and 20).

Real estate portfolio

The Group made no divestments in 2024. The first stage of the Liepų Parkas development was completed on schedule, with handover to ESO (Ignitis Group) in January 2025. In February 2025, we secured a long-term lease agreement with UAB Krasta Auto (Inchcape Group) for a 2,475 m² BMW dealership, marking the second stage of Liepų Parkas.

For investment properties owned at the end of the year, the total valuation was NOK 1,316 million. Valuations as of 31.12.2024 have, as usual, been obtained from Newsec Baltics and Ober-Haus Real Estate Advisors. The market value of the group's real estate portfolio increased by NOK 195 million compared to 31.12.2023, mainly driven by profit and investment in Liepu Parkas project, CPI adjusted on rent, and investments into new development land adjacent to the Klaipeda Business Park.

Financing

The group holds a robust financing platform, with Luminor and SEB serving as its primary financing partners at SPV level. Additionally, we strategically leverage mezzanine facilities to improve our capacity for undertaking new projects.

Such as for the Grandus shopping centre acquisition in May 2022, the company has utilised seller credit from Baltic Equity Group UAB and other sellers. As of the 1st of January 2024, the ingoing balance stood at EUR 830 thousand which was repaid during the second quarter of 2024.

In June 2024, we successfully raised NOK 98.4 million through a private placement and a subsequent offering. (Note 18). Key investors included UAB Baltic Equity (controlled by our Chairman, James Clarke), Auris AS (controlled by Henrik Austgulen, who was elected to the Board in June), and Arthen Invest AS (controlled by our CEO, Lars Christian Berger), reflecting strong confidence from insiders to our long-term strategy. Additionally, the capital raise strengthened our balance sheet, ensuring financial flexibility to support ongoing and future developments into 2025, including the next stages of Liepų Parkas.

The Parent Company's Annual Financial Statements

Accounting Standard

The annual financial statements have been prepared in accordance with the accounting laws and follow Norwegian accounting standards and recommendations for good accounting practice, in compliance with the ongoing obligations for companies listed on Euronext Growth Oslo. (Note 1).

Summary

In 2024, the parent company had operating revenues of NOK 5.0 million, consisting of asset management fees from its own subsidiaries. The parent company's operating expenses for the year were NOK 8.8 million, with the largest item being salary costs of NOK 4.7 million (including board fees, national insurance contributions, pension expenses, etc).

The parent company's net financial items for the year were positive at NOK 11.2 million, of which interest income from subsidiaries and currency gains on group loans contributed the most, while impairment of shares in subsidiary (NOK 4.5 million) pulled in the other direction.

The book value of the parent company's assets was NOK 293.3 as of 31.12.24, of which loans to subsidiaries amounted to NOK 232.3 million. Assets also included investments in subsidiaries of NOK 10.6 million, trade receivables from subsidiaries of NOK 1.0 million, and bank deposits of NOK 48.3 million. The increase in asset values from the year prior is by and large due to increased bank deposits after the capital raise, as well as increased loans to subsidiaries, accumulated interest and currency gains on these loans.

The parent company's equity was increased by NOK 91.1 million in 2024, by and large due to the capital raise, while the effect of the positive result (NOK 7.4 million) was outweighed by the distribution of dividends (NOK 11.7 million).

On the liabilities side, the parent company total liabilities remained unchanged at NOK 51.5 million (NOK 51.6 million), mainly made up of the mezzanine loan. (Note 8)

Continued Operations

The annual financial statements have been prepared on a going concern basis. The Board's assessment is based on budgets and earnings forecasts for 2025 as well as the Group's strategy. The Group has equity of NOK 615.3 million, profit for the year of NOK 55.3 million after tax, and net cash flow from operating activities of NOK 82.3 million.

The Board and management consider the assumptions for continued operations to be sound.

Research and Development

The Group was not involved in research or development activities (R&D) in 2024.

Events after the balance sheet date

On the 18th of February 2025, we published a stock market announcement confirming that we had entered into a longterm lease agreement with UAB Krasta Auto (Inchcape Group) for a 2,475 m² BMW dealership. This agreement marks the second stage of our Liepų Parkas development project, a 15,600 m² business and retail park in Klaipėda.

The agreement is based on triple-net lease principles with a 10-year term. The facility will be BREEAM-certified and designed to incorporate renewable energy solutions. The total estimated development cost, including land and allocated infrastructure for this phase, is approximately €4.9 million (around NOK 54 million). The handover and opening of the dealership are scheduled for January 2026.

Please refer to the stock market announcement published on the 18th of February 2025 (NewsWeb message ID 639071) for further details.

Financial Risk Management

The Group is exposed to financial risk through variations in interest rates and exchange rates. The Company is also dependent on access to financing in the banking and capital markets. The risk of losses on receivables is also closely monitored because of the geopolitical risks and market turbulence and its effect on the Baltic states and the global economy.

Capital Management

Capital management focuses on the optimal balance between equity and debt in a company's capital structure. It aims to maximise shareholder value and ensure longterm financial stability by minimising the cost of capital and maintaining an appropriate level of financial flexibility for its operations.

Currently the board has set a target on its investment and company strategy to not go over 60 % loan-to-value and maintain a minimum 12-month interest coverage liquidity buffer. At the date of this report, the loan to value ratio for the group's real estate portfolio is 47.2 % and including the group leverage positions 53.3% (excluding cash reserves). The group's total cash position was MNOK 81.0 per 31.12.2024, which is considered in line with the strategy on cash reserves of minimum 12-month interest coverage but also leaves room for new investments.

The Group is exposed to financial risk and has defined the following relevant risk areas:

Credit risk

Credit risk is assessed at group level and is mainly linked to the risk of incurring losses as a result of tenants not paying the agreed rent. Rent payment is normally secured with a rent deposit or payment guarantees from banks or guaranteed by parent companies, usually with a high credit rating. In recent years, the group has had relatively low losses on rental claims, and the risk that the group will incur significant losses because of bankruptcies among tenants, is considered moderate. Realised losses have not increased significantly since the Covid-19 pandemic or Russia's invasion of Ukraine, and the group considers that the rental income achieved in the financial year indicate that tenants' capacity to withhold its lease obligations will be maintained. In recent years, rental losses have accounted for less than 0.1 % of the group's rental income.

(Please refer to note 20 for maturity analysis related to the group's debt and other payables.)

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the financial liabilities when they are due. The liquidity risk is mitigated by having adequate cash/liquidity reserves, a moderate loan-to-value ratio and long-term loan agreements. The liquidity reserve consists of liquid current assets and unused long-term credit lines in larger financial institutions. The board has set targets for the group's liquidity reserves which will both ensure financial freedom of action to be able to exploit investment opportunities quickly, and to contribute to significantly reducing the financial risk. The liquidity risk linked to the refinancing of the group's debt is mitigated by balancing the refinancing need within the next period in relation to the group's liquidity reserve.

There are financial covenant requirements (loan conditions) in all of the group's bank loan agreements related to equity share, debt service cost coverage ratio and loan-tovalue ratio. The group has fulfilled all requirements in the loan agreements in the financial year. The group has a relatively good margin in relation to the defined covenant requirements, and the risk of breach of these requirements is considered to be moderate to low for the next 12 months. The group has assessed that there is a low probability that the current market turbulence will affect the group's ability to service its financial liabilities in the next 12 months.

Optimisation of the Company's short-term and longterm financing is a natural part of the Company's daily operations, and the Company makes ongoing strategic assessments in this connection, which may include the sale of assets, refinancing of existing loans, bond financing, M&A, and/or raising capital from the Company's shareholders or external investors to ensure continued operations.

Currency risk

The Group is also exposed to currency risk against NOK, as the Group's investments, revenues, and the majority of costs are in euros. All properties are financed through debt in euros, collectively forming a natural hedge for part of the currency risk. The remaining exposure is not hedged by the Group, in line with the company's strategy to allow investments in Baltic Sea Properties to also include a euro

exposure for the investor.

(Please refer to note 4 and 22 for currency sensitivity analyses.)

Interest rate risk

Changes in interest rates can have a significant impact on the value of real estate assets, the cost of financing, and the ability of real estate companies to generate income. The risk associated with unpredictable cost of financing, can be mitigated by having a portion of long-term fixed interest rates in the financing mix.

The board closely discuss targets for the share of fixed interest depending on the cost at the time. Interest positions and interest profiles are reported to the board on a regular basis.

The group currently held fixed interest agreements for approximately 3.5 % of the loan portfolio per 31.12.2024 with a remaining term of 0.34 years. Interest hedging in the group is mainly carried out using financial instruments at portfolio level. The group does not apply hedge accounting in accounting for the swap and cap agreements.

(Please refer to note 22 for interest sensitivity analysis.)

Risk factors and risk management

while making investment decisions.

Risk management is crucial in identifying, assessing, and mitigating potential risks associated with operations of the group. It ensures that risks are proactively addressed to safeguard the financial, legal, and operational wellbeing of the investment portfolio, the employees, the environment, shareholders, and stakeholders.

We update our risk management policy continuously whereas we are focusing on a structured framework to manage risks across our organisation and in our project and property management. Below follows some of the most influential risks we are monitoring on a regular basis.

Risk Area Risk Description Risk level Comments/Action
Political Russia's 2022 Invasion and the Ukraine War
Geopolitical, security and trade implications. The
sanctions imposed on Russia and Belarus which
cause structural changes in trade and goods flow
in the world, may affect some of BSP Group's
tenants.
Trump presidency
Increased uncertainty related with USA foreign
policy, which has implications for regional security
in Ukraine and Eastern Europe; and increased
uncertainty for international trade (such as
increased tariffs), which have global implications
for manufacturing companies and logistics
providers.
High BSP Group considers that geo-political security risks are mitigated
by the Baltics membership of NATO (and its European partners) and
strong integration and alignment with EU partners. Some of BSP Group's
logistics tenants whose transit business had impact from structural
changes have been able to replace those business lines successfully.
Management proactively maintains close contact with all BSP Group's
tenants and monitors the impact of changes closely.
Trump's second presidency introduces significant uncertainty for the
Baltic nations regarding NATO's security guarantees. In response, the
Baltic states are accelerating military investments, deepening regional
cooperation, and strengthening ties with European allies to hedge
against potential shifts in U.S. policy toward Russia.
On 2nd of April 2025, the U.S. announced a sweeping new tariff plan,
including a 20% rate on EU imports, introducing significant uncertainty
as it may reshape global trade flows, disrupt key export markets, and
alter tenant demand in logistics and manufacturing sectors critical to the
Lithuanian economy.
Economical Macroeconomics and energy costs
Inflationary pressure & lower economic growth
potentially affecting BSP Group's tenant's
business, and elevated interest rates affecting
BSP Group's cost structure.
High The Consumer Price Index (CPI) in the Baltic region has increased
significantly over the past 3-4 years. However, inflationary pressure has
eased in the last year, and market expectations for future inflation and
interest rates have been reduced.
BSP Group benefits from a robust financial platform, governed by
a disciplined investment strategy and finance policy. This includes
a conservative leverage cap of 60% Loan-to-Value (LTV) which in
particular has been important in the last 12 months.
The Group also maintains a strong and diversified tenant base, with a
weighted average unexpired lease term (WAULT) of approximately 8
years and rent levels aligned with market standards, supporting stable
income generation.
While headline inflation has decreased, energy markets remain volatile.
As of February 2025, the Baltic states have successfully synchronised
with the continental European power grid (ENTSO-E), significantly
reducing dependence on Russian energy systems. Lithuania continues
expanding its renewable energy capacity but remains a net energy
importer. Recent disruptions to undersea energy infrastructure in the
Baltic Sea have raised regional energy security concerns. Nevertheless,
wholesale energy prices have softened slightly, providing some cost
relief to tenants and operators.
Social Demographics and social changes with rising cost
of living
Implications on employees, people, business, and
real estate requirements.
Moderate The cost of living has increased dramatically in the past 2 years. BSP
Group currently has 17 employees, with many others indirectly via
suppliers and construction companies. BSP Group is continually
developing and updating its Social Responsibility & Human Resources
Policies - with a focus on long term stakeholder and employee
relationships. Management monitors demographics and social changes
and consider future real-estate demand requirements for each segment
Risk Area Risk Description Risk level Comments/Action
Technological Automation & new Technology - Changing
consumer preferences and trade cause
implications for real estate sectors, locations, and
assets.
Moderate AI and automation are increasing pace. BSP Group is continually
developing its Research, Development, and Innovation Strategy to learn,
understand, and harness the opportunities of the changes which effects
BSP Group's external environment and the commercial real estate sector.
Management considers the long-term flexibility of BSP Group's projects
and the sustainability of each of BSP Group's tenants' business, while
making investment decisions.
Environmental Sustainability Regulations & Expectations
Sustainability initiatives/expectations with
increased regulations and associated costs.
Changing tenant requirements and adaptability
of real estate.
Moderate Environmental-related legislation is increasing. BSP Group is continually
developing and updating its Environmental Responsibility Policy,
while expanding and incorporating new reporting methods as well as
implementing sustainability initiatives in existing and new projects.
Existing projects have been or are being BREEAM rated, while all new
projects are designed according to reaching BREEAM standards,
also with renewable energy possibilities - depending on tenant's
requirements. BSP Group may also implement the VSME standard for
sustainability reporting, following a careful assessment of its implications
— including the potential need for additional internal resources and/or
external advisory and audit to ensure compliance.
Legal and Tax Changing Legislation
External factors can create potential changes in
laws and regulation.
Moderate Environmental related initiatives drive new legislation. BSP Group
considers and maintains awareness of potential changes in legislation.
Engagement of professional partners helps develop mitigation
measures.
Disputes
Disputes, legal costs and potential damages
BSP Group focuses on having well prepared agreements (preferably with
long term partners), while also proactively assessing and addressing
agreement performance to reduce possible disputes and litigations.
Corporate
Governance
Compliance, Responsibility and Transparency
Fundamental to ensure stakeholders interests are
protected.
Moderate Stakeholder requirements for good corporate governance is
fundamental and increasing. BSP Group complies with provisions of
the Private Companies Act, the Securities Trading Act, the MAR, and
the Stock Listing Rules. BSP Group complies with all local subsidiary
company laws and all articles of association. BSP is continually
developing its Corporate Governance Policy, also in adherence with
NUES / NCCG. Responsibility is provided by multiple layers including
the shareholders (GM), committees, the Board of Directors, the CEO,
the MDs, and employees. Developing and monitoring internal control
measures and updating internal policies is a continual process and are
comprehensively detailed in the Risk Management Policy.
Insider Trading Illegal Trading
Distorts prices, erodes confidence, and damages
BSP Group's reputation
Moderate BSP Group is a public company, subject to Norwegian law, the Private
Companies Act, the Securities Trading Act, the MAR, and the Stock
Listing Rules, which provides legislation against insider trading.
BSP Group complies with its comprehensive Insider Trading Policy,
which provides a framework for procedures to ensure that all Inside
Information is treated correctly, communicated to the management, and
made public when needed. The purpose of the Insider Trading Policy is
also to ensure that Inside Information is not misused by Insiders and that
these are made aware of the possible consequences of such misuse.
Real Estate Market Market Sentiment/Uncertainty
External factors have implications on liquidity,
valuations, and finance - creating challenges and
opportunities.
High The Baltic real estate market remains relatively resilient despite
economic uncertainty, and geopolitical risks. BSP Group continues
its long-term grow-and-hold strategy, focusing on acquisitions,
developments, and joint ventures in strategic sectors.
While industrial and logistics assets perform well, some tenants face
financial strain, increasing the risk of rent payment delays despite
contractual protections. BSP Group actively monitors tenant risk and
maintains a diversified, long-term tenant mix to mitigate potential
disruptions.
Real Estate Portfolio Segment Performance & Diversification
Real estate sectors affected by market changes -
transit logistic refocus, Industrial regionalisation,
E-commerce expansion & remote working trends.
Moderate BSP Group has a long-term focus to sustain a growing, high-quality, and
balanced investment portfolio with at least 2/3 Industrial & Logistics
portfolio - providing 1/3 allocation to other opportunities. By continually
researching and developing its business and investment strategies, BSP
Group balances its portfolio across sectors and harnesses opportunities
in attractive sectors.
Real Estate Assets Attractiveness and Sustainability
Importance of quality, long term functional
flexibility, and sustainability in buildings/parks.
Moderate Increased awareness from tenants on value of services, sustainability
and not only space & price. BSP Group has a value & sustainability
investing approach - acquiring quality assets, locations with sustainable
income. BSP Group considers the life cycle sustainability, functionality,
and flexibility of each investment & development project. Each
project has an annual upgrade CAPEX or sinking fund budget, with a
focus on balancing long-term depreciation upgrades and improving
attractiveness.
Real Estate
Valuations
Economic & Market Cycle
Rising discount rates, higher yields and rent
inflation increases impacts valuations.
Moderate Yield have increased by 0.50-1.00% in relevant segments in the past two
years; however future expectation is for more stable yield dynamics.
Annual increased inflation indexation on rent has offset a considerable
part of the yield increases. BSP Group uses 2 (two) independent valuers
to establish own internal values, considering and communicating
variations due to project specifics in a conservative approach. BSP
Group valuations are also positively impacted by stable portfolio and
long-term leases with strong tenants.
Real Estate
Development
Project Management
Project procurement and partner risks for the
entire project development scope, including
controls on safety, cost, time, and quality of the
projects.
Moderate BSP Group develops projects based on preleased agreements and
avoids unnecessary speculation projects. Construction activity has
slowed in the Baltics; however, optimism remains, especially in certain
sectors and works continue. BSP Group has an established project
management framework and clear responsibilities for management of
each part of the project – concept / marketing & land; design & planning
and construction / renovation stages. BSP generally engages general
contractors for fixed price contracts, thus having fewer partners and
risks to manage in the process. BSP Group is careful not to concentrate
development risk, therefore the investment strategy limits that <35% of

BSP Group equity is dedicated to development projects.

Risk Area Risk Description Risk level Comments/Action
Suppliers /
Contractors
Inflation & Competition
Real and opportunistic inflationary pressure can
potentially increase costs
Moderate BSP suppliers include financial institutions, development contractors,
professional consultants, real estate services and utility suppliers, etc.
BSP Group has a long-term partnership and supply chain management
policy. Maintaining and nurturing the long-term, transparent, and
win-win partnership approach is a key part to BSP Group's strategy.
BSP Group is continuously developing its Supplier Relationship Policies
including to ensure its partners follow solid operational procedures and
safety policies.
Additionally, compliance with the Norwegian Transparency Act
(Åpenhetsloven) is a key focus area. BSP Group recognises the
reputational risks associated with supply chain due diligence and
is proactively ensuring that all suppliers align with human rights,
labour standards, and ethical sourcing requirements. The company is
continuously developing its Supplier Relationship Policies, implementing
stricter vetting, reporting, and compliance mechanisms to mitigate risks
and maintain responsible business practices.
Clients/Tenants Investment Projects High Investment Projects
Stability of Income
Tenant profitability stress due to inflation, tariffs
and possible global economic slowdown.
Development Projects
BSP Group tenants are currently performing all lease agreements well,
with practically no delays in payments. The outlook is currently stable,
albeit unpredictable. There can be challenges in some sectors; however,
it is expected that the tenants shall absorb these pressures. BSP Group
has a long-term partnership and Tenant Relationship Policy.
Marketing
Demand & pricing of space in new projects.
Maintaining and extending long-term leases with solid tenants and
nurturing the transparent and win-win partnership approach is a key
part to BSP Group's strategy. BSP Group assesses and closely monitors
each tenant's business, while also developing leasing alternatives
for each project - maintaining market rent levels and considering the
attractiveness of each project and premises.
Development Projects
BSP Group projects are mainly built-to-suit projects, with exception of
some predesigned flexible projects. BSP Group is careful to ensure that
new project tenants and rent levels are sustainable in the long term (also
considering the current higher input prices and yield requirements)"
Vacancy Income Sustainability
Vacancies created by tenant defaults or lease
renewal can reduce the net operating income.
Moderate BSP Group currently has minimal vacancy and forecasts a stable outlook
for its portfolio, with some contingencies. The only exception is the
Vilnius East Terminal, which is expected to be vacant from 1st January
2026. However, management is actively engaged in leasing efforts and
anticipates that the park will be fully leased by the end of 2026.
With a relatively long-term WAULT of over eight years, BSP Group
is well-positioned to mitigate risks associated with tenant turnover
and potential vacancies. Maintaining strong Tenant Relationship
Management policies and proactive project marketing remain key
elements of the company's risk mitigation strategy.
Finance Capital Management
Importance of maintaining a prudent balance
between equity and debt in a company's capital
structure and maintaining long-term finance
agreements.
High BSP Group maintains a group loan-to-value ratio of less than 60% in
compliance with its Corporate and Investment Strategy. BSP Group
also maintains a minimum 12-months' bank interest coverage buffer.
BSP Group has an established long-term partnership of over 20 years
with its main banking partners - SEB & Luminor; however actively
discusses co-operation with other players in the region and considers
future finance trends and opportunities. BSP Group has developed solid
relationships with mezzanine finance providers mostly for development
bridge finance. BSP is actively renewing and extending finance terms
with partners.
Interest rates Euribor
Elevated interest base rates can have a significant
impact on financing costs for projects and thus
reduce profitability and may affect finance
agreement covenants and solvency.
High Euribor: BSP Group's bank financing costs are linked to Euribor base
rates, with a portion fixed and the majority variable. The recent decline
in spot ECB rates, and consequently in 5-year swap rates, currently
approximately 2.5% and will alleviate pressure on financing costs going
forward.
Interest Margins
Bank margins on new loans remain a key factor
influencing financing costs.
BSP Group continues to refine its Finance Policy, including its interest
hedging strategy, ensuring an optimal balance between fixed and
variable interest costs.
Interest rate positions, covenant compliance, and financing profiles are
reviewed regularly and reported to the board.
Margins: BSP Group has term finance agreements with its financial
partners and with fixed margins. While agreeing extensions of terms and
discussing new projects finance, BSP Group has been able to maintain
attractive interest rate margins. It is expected that with the current
competitive and stable banking environment, the margin levels will be
maintained for new loan agreements."
Liquidity & Solvency Liquidity - ability to pay short term obligations
and capability to sell assets quickly to raise cash.
Solvency - ability to meet long term debts and
continue operations.
Moderate BSP Group liquidity risk is mitigated by having adequate cash reserves
and having liquid assets within the portfolio. BSP Group solvency risk
is mitigated by having long term contractual income, and a moderate
loan-to-value ratio with relatively long-term loan agreements. BSP
management continually stress test budgeted income with respect to
financial covenants and obligations.
Risk Area Risk Description Risk level Comments/Action
Crisis Management Unpredictable Events
Such as accidents, terrorist attacks, acts of war,
riots, civil unrest, pandemic diseases, and other
similarly unpredictable events.
High Adequate crisis management planning can help mitigate the risks
created by unpredictable events. BSP Group's experience to manage the
Covid -19 Pandemic challenges have helped understand the challenges
for crisis management planning and consideration. BSP Group is
continually developing its general crisis management plans.
There is an increased risk from Russian sabotage and aggression in the
region.
Currency EUR and NOK
Currency exchange fluctuations.
Moderate BSP Group is predominately a Euro currency business with all income in
Euro and most of the group costs in Euro (smaller overhead costs in Oslo
are in NOK).
BSP Group assets are based in Euro area, valued in Euro and financed
through almost all debt in Euro, collectively forming a natural hedge for
most of the currency risk. The return exposure in Euro is not hedged by
BSP Group - in line with BSP Group's strategy to have a Euro exposure
for the investor.
Human Resources Competence & Responsibility
Directors & employees are responsible to respect
the values of BSP Group and must have adequate
competence to help create & execute its strategy
in the interests of all stakeholders.
Code of Conduct
BSP's reputation and business can be severely
damaged by corruption, insider trading,
bribery, gross negligence, and personnel acting
irresponsibly."
Moderate BSP Group core values include commitment, innovation, respect,
accountability & integrity.
BSP Group is continually developing its Human Resources Policy to hire
and retain good people, to provide effective organisation, to develop
competences, to structure communications in order to protect the
interests of the shareholders and other stakeholders.
BSP Group as a responsible employer, ensuring that the company´s
employees have an attractive and respectable remuneration package
including investing in professional development, and rewarding
excellence.
BSP Group has strict Code of Conduct policy with high standard
of integrity and a zero-tolerance policy for all breaches including
corruption and financial crimes. Enhanced measures are detailed in the
Risk Management Policy.

Environmental Reporting

The construction and real estate sector affect the environment and climate both directly and indirectly. The areas with the greatest direct impact are the development of the buildings themselves and energy consumption throughout the building's lifespan. In addition, the environment is indirectly affected by our tenants' water consumption and waste production, among other things. More than 60% of our tenants are involved in logistics operations, and goods are transported to and from warehouse buildings by road transport.

Throughout 2024, management has continued the process to certify the real estate portfolio according to the BREEAM environmental assessment and rating system. By the end of 2024, 37.5% of our investment properties (measured in m2) had been certified, of which 94% achieved a BREEAM In-Use certification of "Very good" or higher.

Corporate Strategy

Our vision: To be the preferred real estate partner and leading investment company in the region.

Our mission: To foster a great team, to provide high quality and sustainable solutions for our partners, thus creating superior long-term value and returns for our shareholders.

Our values:

  • • Commitment to our people and their professional development.
  • • Focusing on innovation and value creation.
  • • Respect for our social and physical environment.
  • • Accountability and fairness with our stakeholders.
  • • Reliability and integrity in all we do.

Working Environment, Personnel, and Equality

The Board of Directors consists of four people, all of whom are men. As of today, the group has 17 employees, consisting of 9 women and 8 men. The group strives to avoid discrimination based on ethnicity and orientation.

No injuries or accidents were reported in 2024.

Transactions with Related Parties

The seller credit from Baltic Equity Group UAB (and other sellers) as part of the acquisition of Grandus shopping center in May 2022, had an ingoing balance per 1st of January 2024 of EUR 830 thousand. BSP settled the remaining balance during the second quarter of 2024.

Directors and Officers Insurance

Baltic Sea Properties AS has a Directors and Officers insurance policy with an annual total liability limit of NOK 50 million. The insurance covers the Board's legal liability for financial loss arising from the exercise of their directorial duties, as well as associated legal costs. The insurance also covers the boards of the group's subsidiary companies (where Baltic Sea Properties directly or indirectly owns at least 50% of the shares) and employees who represent Baltic Sea Properties in external directorial roles.

Future development

As of the date of the Board's annual report, it is expected that more than 75 % of the Group's rental income in 2025 will be from the logistics and industrial segment, according to signed lease agreements.

  • As we continue to develop our portfolio, we remain committed to delivering high-quality facilities tailored to our clients' needs. The next stage of our Liepų Parkas development is now underway, following the lease agreement with UAB Krasta Auto (Inchcape Group) for a BMW dealership. This project builds on the foundation established with ESO (Ignitis Group) and represents a steady expansion of our presence in Klaipėda. With further phases planned, we will continue to focus on strengthening our development pipeline and ensuring long-term value creation in the years ahead.
  • The Group's operations are shaped by regional and macroeconomic conditions, with the interest rate environment remaining a key factor. While borrowing costs have moderated somewhat, they remain elevated compared to pre-2022 levels. As of 31.12.2024, the Group's net LTV under IFRS stood at 47.17% (including the mezzanine loan), reflecting a solid capital structure that provides resilience in the current market. Although the company's debt is exposed to floating interest rates, we maintain a moderate debt level, ensuring good solvency and the ability to navigate potential fluctuations in financing costs.
  • Baltic Sea Properties continues to develop its sustainability strategy with the aim of turning increasing requirements into a competitive advantage, including by making significant investments that will reduce the portfolio's carbon footprint and assist our tenants in their green transition. As part of this strategy, the Group continuously evaluates investments in the existing property portfolio to maintain/increase the

properties' attractiveness and/or strengthen tenants' prospects for stable and long-term operations. Investments in maintenance and standard upgrades are mainly borne by the tenant, either in the form of their contractual obligations or through increases in the agreed rental price. However, Baltic Sea Properties sees value in covering such expenses in certain cases to secure future cash flow and maintain a good relationship with the tenant. In addition to implementation of the EU Taxonomy/"Green Deal", real estate owners need to assess its need for improving energy efficiency in their buildings. As of the date of the Board's annual report, approximately EUR 0.7 million in upgrades are planned for the portfolio in 2025.

• Our fundamental approach to real estate management and development, supported by a strong capital structure, positions us to navigate market cycles effectively. We remain a key player in our sector, and are optimistic about our future opportunities in development, new acquisitions, and asset management of our existing portfolio.

Transparency Act reporting

As part of our work on human rights and decent working conditions, we carry out regular due diligence assessments to identify, prevent and limit actual and potential negative impacts from our operations and supply chain. These due diligence assessments are based on the OECD guidelines in the Factlines system. We give priority to following up risks of negative consequences based on The Norwegian Agency for Public and Financial Management's highrisk list, which take into account both the severity of the consequences for those affected and the likelihood of negative impact.

Information regarding the results of these due diligence assessments are published on our website (balticsea.no/ about/#responsibility) on an ongoing basis and the next planned statement will be published by 30th of June 2025.

Allocation of the result for the year – Parent Company (in accordance with Norwegian accounting standards)

The Board proposes the following allocation of the parent company's result for 2024:

Dividend: NOK 11 692 030 1
Transfer to/from retained earnings (equity): NOK -4 300 077
Result for the year: NOK 7 391 953

1 NOK 11 692 030 (NOK 1.75 per share) was distributed as dividend in June 2024, in accordance with the decision of the AGM held on the 6th of June 2023.

Oslo, the 10th of April 2025

James Andrew Clarke Chairman of the Board

Henrik Austgulen Board Member

John David Mosvold Board Member

Bjørn Bjøro Board Member

Lars Christian Berger CEO

Declaration

The undersigned declare that to the best of their knowledge, the annual accounts for Baltic Sea Properties AS have been prepared in accordance with applicable accounting standards, and that the information in the accounts provides a true and fair view of the company's and the group's assets, liabilities, financial position, and overall result as of 31st December 2024.

The undersigned further declare that to the best of their knowledge, the annual report for Baltic Sea Properties AS provides a true and fair overview of the development, results, and position of the company and the group as of 31st December 2024.

Lars Christian Berger CEO

+47 930 94 319 [email protected]

James Andrew Clarke Chairman & CIO

+370 612 37 515 [email protected]

Henrik Austgulen Board Member

John David Mosvold

Board Member

Bjørn Bjøro Board Member

BSP Park | Vilnius A1

Consolidated statement of profit or loss

For the year ended 31 December Note 2024 2023
Rental income 3 96 413 91 286
Change in fair value of investment properties 4 41 323 3 961
Other income 3 785 754
Total operating income 138 521 96 001
Payroll and related costs 5 17 457 15 487
Depreciation, amortisation and impairment 6 699 1 035
Other operating expenses 7, 8 9 280 9 639
Total operating expenses 27 436 26 162
Operating profit 111 085 69 840
Change in fair value of financial instruments 9, 10 -479 -6 449
Financial income 9 688 311
Financial expenses 9 -42 827 -33 892
Net currency exchange diferences 9 341 58
Net financial income (cost) -42 277 -39 972
Profit before income tax 68 808 29 868
Income tax expense 11 -626 -2 013
Change in deferred tax liability/assets 11 14 108 2 913
Profit for the period 55 325 28 968
Earnings per share Note 2024 2023
Basic 12 6 4
Diluted 12 6 4
Profit is attributable to: 2024 2023
Owners of Baltic Sea Properties group 55 325 28 968
Non-controlling interests - -

Consolidated statement of comprehensive income

For the year ended 31 December 2024 2023
Profit for the period 55 325 28 968
Other comprehensive income not to be reclassified to profit and loss
Foreign currency translation differences 26 202 26 008
26 202 26 008
Total comprehensive invome for the period 81 527 54 976
Total comprehensive income is attributable to:
- Owners of Baltic Sea Properties group 81 527 54 976
- Non-controlling interests - -
81 527 54 976

Consolidated statement of financial position

For the year ended 31 December Note 31 December 2024 31 December 2023
Assets
Investment property 4 1 345 746 1 150 216
Other operating assets 6 1 654 1 631
Right-of-use assets 13 - 133
Financial derivatives,non-current 14 - 412
Long-term receivables 14, 15 2 509 2 391
Total non-current assets 1 349 909 1 154 784
Trade receivables 14 3 271 3 209
Financial derivatives, current 14 171 214
Other receivables and other current assets 16 2 087 3 089
Cash and cash equivalents 14, 17 80 990 40 888
Total current assets 86 519 47 400
Investment property held for sale - -
Total assets 1 436 428 1 202 184

Consolidated statement of financial position

Amounts in NOK thousand

For the year ended 31 December Note 31 December 2024 31 December 2023
Equity
Share capital 18 870 669
Share premium 214 031 118 788
Other paid-in equity -1 -1
Total paid-in equity 214 900 119 456
Retained earnings 400 440 330 605
Total equity 615 340 450 061
Liabilities
Deferred tax liabilities 11 65 277 48 518
Interest-bearing liabilities 19, 20 657 058 616 955
Lease liabilities, non-current 13 30 381 29 051
Total non-current liabilities 752 716 694 523
Lease liabilities, current 13 103 232
Interest-bearing liabilities, current 19, 20 30 433 37 460
Trade payables 14 14 171 3 237
Other current liabilities 14, 21 23 665 16 671
Total current liabilities 68 371 57 600

Total equity and liabilities 1 436 428 1 202 184

Oslo, the 10th of April 2025

James Andrew Clarke Chairman of the Board

Lars Christian Berger CEO

Henrik Austgulen Board Member

John David Mosvold Board Member

Bjørn Bjøro Board Member

Consolidated statement of changes in equity

Attributable to owners of Baltic Sea Properties AS
Share
capital
Share
premium
reserve
Other
paid-in
equity
Retained
earnings
Total Non
controlling
interests
Total equity
669 118 788 -1 286 227 405 683 - 405 683
- - - 28 968 28 968 - 28 968
- - - - - - -
- - - 89 89 - 89
- - - 26 008 26 008 - 26 008
- - - 55 065 55 065 - 55 065
- - - - - - -
- - - - - - -
- - - -10 687 -10 687 - -10 687
669 118 788 -1 330 605 450 061 - 450 061
Share
capital
Share
premium
reserve
Other
paid-in
equity
Retained
earnings
Total Non
controlling
interests
Total equity
Equity at 1 January 2024 669 118 788 -1 330 605 450 061 - 450 061
Net profit for the period - - - 55 325 55 325 - 55 325
Capital increase 201 95 243 - - 95 444 - 95 444
Share based payments - - - - - - -
Other comprehensive income for
the period
- - - 26 202 26 202 - 26 202
Total comprehensive income in
the period
201 95 243 - 81 527 81 527 - 81 527
Transactions with owners of the
company:
- - - - - - -
Transactions with non-controlling
interests
- - - - - - -
Dividends paid - - - -11 692 -11 692 - -11 692
Equity at 31 December 2024 870 214 031 -1 400 440 519 896 - 615 341

Consolidated statement of cash flows

For the year ended 31 December Note 2024 2023
Profit for the period before tax 68 808 29 868
Adjustments for:
Paid taxes 835 -
Changes in value of investment properties 4 -41 323 -3 961
Depreciation, amortisation and impairment 4 699 1 035
Changes in fair value of derivatives 9, 10 479 6 449
Financial income 9 -688 -311
Finacial expenses 9 42 827 33 892
Changes in trade recievables & payables 14, 21 11 684 -3 456
Changes in other accruals 14, 21 -1 016 3 630
Taxes paid (net) 11 - -362
Net cash flows from operating activities 82 306 66 785
Proceeds from property transactions 4
Investments in investment property 4 -93 164 -29 280
Investments in property, plant and equipment 4 -3 059 -2 259
Interest received 688 311
Net cash flows from investing activities -95 535 -31 228
Proceeds from interest-bearing debt 19, 20 42 204 64 260
Repayment of interest-bearing debt 19, 20 -38 328 -53 993
Repayments of lease liabilities 19, 20 -1 055 -291
Dividens paid to company's shareholders -11 692 -10 595
Capital increase 95 444 -
Interest paid -35 410 -38 110
Net cash flows from financing activities 51 162 -38 729
Net change in cash and cash equivalents 37 933 -3 173
Effects of foreign exchange on cash and cash equivalents 2 169 -22
Cash and cash equivalents at the beginning of the period 40 888 44 083
Cash and cash equivalents at the end of the period 80 990 40 888

Notes to the consolidated financial statements - Baltic Sea Properties Group

Note 1 Accounting Principles

General information

Baltic Sea Properties AS is a Norwegian limited liability company listed on the market place Euronext Growth Oslo. The Company's head office is located at Tollbugata 8a, 0152 Oslo. The Company's consolidated financial statements for 2024 were approved by the board as at 10.04.2024.

The Group's operations consist of acquisition, development and letting of investment properties in Lithuania as well as some related business.

Basis of preparation

The consolidated financial statements of Baltic Sea Properties AS have been prepared in accordance with international accounting principles (IFRS) as approved by the EU, with additional information as required by the Norwegian Accounting Act as per 31.12.2024.

Accounting principles

Basic principles

The consolidated financial statements have been prepared based on the historic cost principle with the following modifications: • Investment properties are presented at fair value

• Some financial instruments are presented at fair value through profit and loss

The consolidated financial statements have been presented on the assumption of the business being a going concern. The consolidated financial statements are prepared based on similar accounting principles for similar transactions and events.

Functional currency and presentation currency

The Group's presentation currency is NOK. This is also the functional currency of the parent company.

Financial statements of group entities with different functional currencies are translated to NOK using closing date currency rates for balance sheet items and transaction date curency rates for profit and loss items. Translation differences are presented as other comprehensive income.

Consolidation

The Consolidated financial statements consist of the parent company Baltic Sea Properties AS and subsidiaries (as listed in note 23) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method is used to account for purchases of subsidiaries that constitute a business. The consideration given is measured at the fair value of the transferred assets, the equity instruments that have been issued, liabilities assumed on the transfer of control and direct costs relating to the actual purchase. The cost of acquisition also includes the fair value of all assets or liabilities that are the result of an agreement on contingent consideration. Identifiable purchased assets, assumed liabilities and contingent liabilities are recognised at fair value on the date of acquisition. The costs associated with the business combination are expensed when they are incurred.

If the aggregate of the consideration, the carrying amount of non-controlling interests and the fair value on the acquisition date of any previously held ownership interests exceeds the fair value of the acquired entity's identifiable net assets, the difference is capitalised as goodwill. If the aggregate is less than the company's net assets, the difference is immediately recognised in profit or loss. Contingent consideration is recognised at fair value on the date of acquisition. Subsequent changes in the fair value of the contingent consideration are recognised in profit or loss or recognised as a change in other comprehensive income (OCI), if the contingent consideration is classified as an asset or a liability. Contingent consideration classified as equity is not remeasured, and subsequent settlement is recognised in equity. For accounting purposes, acquisitions of subsidiaries that do not constitute a business as defined in IFRS 3, such as subsidiaries that only consist of a property, are treated as asset acquisitions. The cost of acquisition is then attributed to the individual identifiable assets and liabilities based on their relative fair values on the acquisition date. Expenses associated with the transaction are capitalized under the investment property. In such cases no provision is made for deferred tax in accordance with the exceptions in IAS 12.

Intra-group transactions, balances and unrealised gains are eliminated. Unrealised losses are eliminated, but are considered evidence of impairment in terms of writing down the value of the transferred asset. If necessary, the accounting policies at subsidiaries are changed in order to bring them into line with the Group's accounting policies.

Segment information

Operating segments are reported in the same way as in internal reports to the Group's Chief Operating Decision Maker . The Group's highest decision-making authority, which is responsible for allocating resources and assessing the profitability of the operating segments, has been identified as the Board of Directors and the CEO.

Revenue recognition

Revenue from lease contracts

The Group enters into lease agreements as a lessor with respect to its investment properties. Lease contracts where a significant proportion of the risks and benefits of ownership remain with the Group are classified as operating leases. Revenue recognition under a lease commences at the inception of the lease. Rent payments for the leases are recognised in a straight line over the duration of the lease.

Rental income encompasses the fair value of the payments received for services that fall within the ordinary activities of the company. Rental income is presented net of VAT, rebates and discounts.

Costs for shared services provided to the tenants by external parties do not affect the result beyond an administrative premium recognised as rental income. Shared costs are charged to tenants and recognised in the balance sheet together with payments on account of tenants. Shared costs are settled after the balance sheet date.

Revenue from contracts with customers

In determining the basis for revenue recognition from contracts with customers, the Group identifies the distinct performance obligations under the contracts, allocate the transaction price to each identified performance obligation and account for revenue as each performance obligation is met.

Service income for additional services to tenants is recognised in the period the service is performed. Performance obligations are defined in the individual service agreements, either by standard terms or terms specifically agreed with the client. The performance obligation is considered satisfied when the agreed service(s) is/are delivered and/or the agreed time period for the client relationship expires.

Operating cost

Property related cost include cost associated with property management, cost related to letting of properties, marketing of properties, owners share of maintenance and day-to-day servicing and other cost. Other operating cost include cost related to activities in non-property related operations.

Investment property

Investment properties are owned with the aim of achieving a long term return from rental income and increase in value. Investment properties are recognised at fair value, based on market values estimated by independent appraisers adjusted for any circumstances not taken into account in the external valuation. Leased properties (right-of-use assets) are accounted for as investment property if the underlying asset meet the definition of an investment property as set out above.

Investment properties are measured initially at its cost, which includes direct transaction costs such as document duty and other public duties, legal fees and due diligence costs. Transaction costs associated with properties acquired through business combinations (as defined in IFRS 3) are expensed.

Subsequent expenditure is added to the investment property's carrying amount, if it is probable that future financial benefits associated with the expenditure will flow to the Group and the expense can be measured reliably. Other maintenance costs and the cost of day-to-day servicing are recorded through the income statement in the period in which they are incurred. Parts of investment property acquired through replacement are capitalised and included in the carrying amount of the investment property if the general asset recognition criteria are met as described above. The carrying amount of the part replaced is derecognised. When investment properties are disposed of, the difference between the net sales proceeds and carrying amount is recognised as change in value from investment properties.

Investment properties are valued at each reporting date based on valuations obtained from independent appraisers biannualy (half-year and year-end). The valuation is based on the individual property's assumed future cash flows, and property values are arrived at by discounting cash flows with an individual risk-adjusted required rate of return.

The required rate of return for each property is defined as being a long-term risk-free interest rate plus a property-specific risk supplement. The latter is defined on the basis of the property segment to which the property belongs, its location, standard, occupancy rate, tenants' financial reliability and remaining lease term. Known market transactions with similar properties in the same geographical area are also taken into consideration. The value of investment properties under construction is measured using the cost method when the fair value cannot be measured reliably. Investment property under construction is measured at its cost until either its fair value becomes reliably measurable or construction is completed (whichever is earlier). Once the entity becomes able to measure reliably the fair value of an investment property under construction that has previously been measured at cost, it measures that property at its fair value.

Changes in fair value, including gains and losses on sale of investment properties, are recognised as "Changes in value of investment properties".

Borrowing costs

Borrowing costs for capital used to finance investment properties under construction are capitalised under the asset in question. When calculating the capitalised borrowing costs, the average interest rate on the company's debt portfolio over the course of the year is used, unless there is separate financing for the specific project. In such cases the specific borrowing cost for the loan in question is used. When calculating the average interest rate to be used for the capitalisation of borrowing costs, loans taken out for specific projects are not included.

Other operating assets

Other operating assets are recognised at acquisition cost, less depreciation. The acquisition cost includes costs directly related to the acquisition of the asset. Other operating assets are depreciated in a straight line over their anticipated remaining useful life.

The assets' remaining useful life and residual value are reassessed on each balance sheet date and changed if necessary. If the carrying amount of an asset is higher than its recoverable amount, the value of the asset is written down to the recoverable amount.

Please refer to note 6 for a detailed presentation of the other operating assets in the balance sheet.

Lease contracts (the group as a lessee)

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease contracts in which it is the lessee, except for leases with a lease term of 12 months or less, and leases of low value assets (such as vehicles and technical and office equipment), for which the Group applies the "short-term lease" and "lease of low-value assets" recognition exemptions. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the lease term.

Only fixed payments are included in the initial measurement of the lease liability, and the lease term corresponds to the non-terminable period. The discount rate used to calculate the lease liability is determined, for each asset, based on the Group's incremental borrowing rate for leases. The lease liability is presented as part of other liabilities in the balance sheet.

For lease contracts where the leased properties meet the definition of investment properties in IAS 40, the Group applies the fair value model to the associated right-of-use assets. The right of use asset is measured on initial recognition at present value of the future lease payments, and on subsequent measurement under the fair value model. The discount rate used to calculate the right-of-use asset may be different from the discount rate used to calculate the lease liability. The right-of-use assets are presented as part of investment properties in the balance sheet.

Financial instruments

A financial instrument is defined as being any contract that gives rise to a financial asset for one entity and a financial liability or equity instrument for another entity. Financial instruments are recognised on the transaction date, i.e. the date on which the Group commits to buying or selling the asset. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them.

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through OCI, and FVTPL. For a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are "solely payments of principal and interest (SPPI)" on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Further, the financial assets shall be held within a business model whose objective is to hold the financial assets in order to collect contractual cash flows. The majority of the Group's financial assets are classified as measured at amortised cost.

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group's financial assets at amortised cost includes trade and other current receivables, cash and cash equivalents and other financial assets.

Financial assets at FVTPL include financial assets designated upon initial recognition at FVTPL and financial assets mandatorily required to be measured at fair value. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at FVTPL. The Group's financial assets at FVTPL includes financial derivates.

Financial liabilities are classified upon initial recognition as financial liabilities at FVTPL and financial liabilities at amortised cost. Financial liabilities at FVTPL comprise loans designated at fair value upon initial recognition and derivatives. Financial liabilities at amortised cost consist of liabilities that do not fall under the category at FVTPL.

Trade receivables and other financial assets

Trade receivables and other financial assets are classified as financial assets measured at amortised cost. Interest is ignored if it is insignificant. The Group applies the simplified approach in IFRS 9 to measure the loss allowance at lifetime expected credit losses. A provision for bad debt is determined by estimating expected credit losses with reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. Any subsequent payments received against accounts for which a provision has previously been made are recognised in the income statement. Trade receivables, contract assets and other financial assets are classified as current assets, unless they are due more than twelve months after the balance sheet date. If so, they are classified as non-current assets.

Financial derivatives

The Group uses derivatives to manage its interest rate risk. Derivatives are initially recognised at fair value on the date on which the contract was signed, and subsequently at fair value. Gains or losses on remeasurement at fair value are recognised in the income statement. Regular payments are presented as interest and other finance expenses. Changes in the value of the derivatives are presented under "Change in value of financial instruments". The fair value of interest rate swaps is the estimated amount the Group would receive or pay to redeem the contracts on the balance sheet date. This amount will depend on interest rates and the contracts' remaining term to maturity. The derivatives are classified on the balance sheet as current or non-current, depending on whether they are expected to be redeemed under or over 12 months from the balance sheet date.

Trade payables and other non-interest bearing financial liabilities

Trade payables and other non-interest bearing liabilities are classified as financial liabilities at amortised cost, and are measured at fair value upon initial recognition, and subsequently at amortised cost using the effective interest rate method. Interest is ignored if it is insignificant.

Interest bearing liabilities

Interest bearing liabilities are classified as financial liabilities at amortised cost, and are measured at fair value upon initial recognition, and subsequently at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included as net realised financials in the statement of profit or loss. The liabilities are measured at their nominal value when the effect of discounting is immaterial.

Interest bearing liabilities are classified as current liabilities where the debt is due for repayment less than 12 months from the balance sheet date

Currency

Foreign currency transactions are translated at the exchange rate on the date of the transaction. Monetary foreign currency items are translated to NOK at the exchange rate on the balance sheet date. Non-monetary items that are measured at cost in a foreign currency are translated to NOK using the exchange rate on the transaction date. Non-monetary items that are measured at fair value in a foreign currency are translated to NOK using the exchange rate on the balance sheet date. Exchange rate fluctuations are recognised in profit or loss as they arise.

Statement of cash flows

The statement of cash flows is prepared using the indirect method. This means that the statement is based on the Group's profit before tax in order to present cash flows from operating, investing and financing activities respectively. Interest on leases and net interest and fees paid on loans are presented as operating cash flows. Dividends paid to shareholders are presented under financing activities.

Tax

The tax expense consists of tax payable and deferred tax. Tax is charged to the income statement, except where it relates to items that are recognised in OCI or directly in equity. In such cases, the tax is either recognised in OCI or directly in equity.

Deferred tax is calculated using the liability method for all temporary differences between the tax values and consolidated accounting values of assets and liabilities. Deferred tax liabilities are not calculated and recognised upon initial recognition of assets or liabilities obtained through an acquisition of a subsidiary not classified as a business combination. Deferred tax is defined using tax rates and laws which are enacted or likely to be enacted on the balance sheet date, and which are expected to be used when the deferred tax asset is realised or when the deferred tax is utilised.

Deferred tax is calculated and provided or reduced in the event of adjustments to the value of investment properties at a nominal tax rate of 16 per cent. A deferred tax asset is recognised to the extent that it is likely that future taxable profit will be available against which the temporary differences can be offset.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future.

Events after the reporting period

Events after the reporting period related to the group's financial position at the end of the reporting period, are considered in the financial statements. Events after the reporting period that have no effect on the group's financial position at the end of the reporting period, but will have effect on future financial position, are disclosed if the future effect is material.

Other shares

Investments in equity instruments with an ownership below 20 % are normally classified as other shares and recognised in other non-current assets in the statement of financial position. Shares in listed companies are measured at fair value through profit or loss. Investments in equity instruments that do not have a quoted market price in an active market are classified as financial assets measured at fair value through other comprehensive income (OCI). Changes in fair values recognised in OCI cannot be subsequently recycled to statement of profit or loss. Dividends from such investments are recognised as other items in the statement of profit or loss.

Treasury shares

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

Measurement of fair value The company measures investment property and several financial assets and liabilities at fair value. For the classification of fair value, the company uses a system which reflects the significance of the input used to make the measurements:

Level 1

Fair value is measured using quoted prices from active markets for identical assets or liabilities.

Level 2

Fair value is determined from input based on other observable factors, either direct (price) or indirect (derived from prices), than the quoted price (used in level 1) for the asset or liability. This will be relevant for the financial instruments.

Level 3

Fair value is measured using input which is not based on observable market data. This will be relevant for the investment property.

Note 2 Critical accounting estimates and subjective judgement

The preparation of the consolidated financial statements requires management to make jugdements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. When management makes estimates about the future, the resulting accounting estimates, by definition, will seldom equal the actual outcome.

Estimates and judgements are evaluated continuously and are based on historical experience and other factors. This includes expectations of future events that are belived to be reasonable under the circumstances. Revisions of reported estimates are recognised in the period which the estimates are revised and in any future period affected. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are the fair value of investment properties and the fair value of financial derivatives.

Fair value of investment properties

Investment properties are measured at their fair value based on valuations performed by external, independent appraisers. The valuations at 31st December 2024 were obtained from Newsec and Ober-Haus. The valuations are mainly based on a discounted cash flow method, which involves discounting future cash flows over a specified period using an estimated discount rate and adding a residual value at the end of the period. Future cash flows are calculated on the basis of cash flows from signed leases, as well as future cash flows based on an expected market rent at the end of the lease terms. Both contractual and expected cash flows are included in the calculations. Fair-value assessment of investment properties, therefore, depends largely on assumptions related to market rents, discount rates, and inflation. The market rent for each property takes into account the property's situation, standard and leases signed for comparable properties in the area. Updated macroeconomic assumptions are applied in the calculations. Based on an assessment of the properties, tenants, and macroeconomic conditions at the balance sheet date, cash flows are discounted using discount rates based on individual assessments of each property.

The appraisers perform their valuations on the basis of the information they have received, and estimate future market rents, yields, inflation and other relevant parameters. Each individual property is assessed in terms of its market position, rental income and ownership costs, with estimates being made for anticipated vacancy levels and the need for alterations and upgrades. The remaining term of the leases is also assessed for risk, along with any special clauses in the contracts. Each property is also compared with recently sold properties in the same segment (location, type of property, mix of tenants, etc.). The sensitivity of the fair-value assessment of investment properties depends to a considerable extent on assumptions related to yield, interest rates, market rents and operating costs for the properties. Reference is made to note 4 Investment property.

Acquisition of investment property

• In 2024, the subsidiary BSP Industrial Property IV UAB ("KVP 4") paid EUR 186,302 for lease rights according to the agreement signed in 2023. Total payment per 31.12.2024 was EUR 532,290.

Fair value of financial derivatives

The Group uses interest rate derivatives and fixed rate loans to manage the interest rate risk. The financial derivatives are valued at fair value in the Group's balance sheet. See note 14 for further information on the valuation of the Group's financial derivatives.

Note 3 Operating income from contract customers

• There were no other aquisitions of investment properties in 2024.

Below is a breakdown of the group's income from contracts with customers.

Property-related income 2024 2023
Rental income from investment properties 96 413 264 91 286 411
Total 96 413 264 91 286 411
Other operating income 2024 2023
Administration income from management services to external clients 620 239 555 403
Other operating income 164 618 198 863
Total 784 857 754 265

Below is a description of the group's revenue recognition terms and associated accounting:

Property-related income

Common costs, tenants:

The rental contracts for the tenants regulate service deliveries which are paid via the common costs (eg cleaning, common utilities, facility and technical maintenance/supervision and management). The group's assessment is that the services/elements covered by common costs are included as an overall delivery of an operating service as agreed in the contract. The service is considered to be a series of independent services to the tenant that have the same characteristics and transmission pattern. Income from forward charge of common costs is invoiced to an a-account per tenant based on an estimate/ settlement from the previous year. The transaction price is variable. Income recognition is based on the a-account invoicing as this is considered to be the best estimate of the variable remuneration, and it is unlikely that there will be a significant reversal of the a-account invoicing. The income is recognized over time since the tenant receives the services in ongoing delivery obligations, and consumes them simultaneously, in that the services directly touch the rented premises and associated common areas."

Income from common costs (including net income from solar energy production), which is forward-charged to tenants is netted against the common costs expense in the profit and loss statement, and is therefore not reflected in the group's specification of income.

Other operating Income

Other operating income mainly consists of management fees and other operating income. The services and goods that are included are assessed as separate delivery obligations, and revenue is recognized over time since the customer receives and consumes these simultaneously

Note 4 Investment property

Bi-annually, per 30 June and 31 December, Baltic Sea Properties collects valuations of its properties from two independent valuators (Oberhaus and Newsec). When determining property values for accounting and NAV purposes, the valuation method is based on the average of the two valuations for each property/portfolio. However, the company also conducts its own value assessments, and in certain instances, where there are reasons for applying an amended value estimate than the average of the external valuations, the company will use its own best estimate to reflect the correct market value per balance date. In these instances, the reasoning behind the chosen value must be explained. The valuation is carried out by the company's own employees and approved by the company's board.

Key factors are current income and expenses for the property, market rent and yield. A set of macroeconomic assumptions is used as a basis, but beyond this, each individual property and area is measured separately. To determine the yield, the property's location, attractiveness, quality, the general property market and credit market, the tenant's assumed solvency and the lease agreement structure are assessed. This model uses a number of significant unobservable parameters and is included at level 3 in the valuation hierarchy. These parameters include the following:

Future rental payments

These are estimated based on the actual location, type and condition of the building. The estimates are supported by existing lease agreements, as well as recently concluded lease agreements for similar properties in the same area.

Required rate of return (Yield)

Yield refers to the annual rate of return on an investment property, expressed as a percentage of the property's purchase price or current market value. It is a key metric used by investors to evaluate the performance of a property and compare it to other investment opportunities.Yield is typically calculated by dividing the property's annual net income (rental income minus expenses) by its purchase price or current market value. This provides an indication of the investment's profitability and potential cash flow.There are two primary types of yield in commercial real estate:

  1. Gross Yield = (Annual Rental Income / Property Purchase Price or Market Value) x 100.

This is the annual rental income generated by a property as a percentage of its purchase price or current market value, without accounting for expenses like maintenance, property management fees, and vacancy rates. 2. Net Yield = (Annual Net Income / Property Purchase Price or Market Value) x 100.

This is a more accurate representation of the actual return on investment as it factors in expenses like maintenance, property management fees, and vacancy rates. It is the annual net income generated by a property as a percentage of its purchase price or current market value.

Yield is just one of the many factors investors consider when evaluating commercial real estate investments. Other important factors include location, property type, tenant quality, and market conditions.

Estimated vacancy

This is determined based on actual market conditions and expected market conditions at the end of existing lease agreements.

Ownership expenses

Ownership expenses are estimated based on lease agreement, estimated maintenance costs to maintain the building's capacity over its economic life.

Investment properties in balance sheet 31 December 2024 31 December 2023
Investment properties measured at fair value 1 300 676 404 1 120 598 432
Investment properties under construction measured at cost 15 444 894 741 078
Investment properties excl. right-of-use asset, investment property 1 316 121 298 1 121 339 510
Right-of-use asset, investment property (cf. note 18/IFRS 16) 29 624 353 28 876 498
Sum 1 345 745 651 1 150 216 008
Investment properties measured at fair value 31 December 2024 31 December 2023
Opening balance 1 120 453 859 1 002 753 675
Purchase of investment property - -
Sale of investment property - -
Capital expenditure on investment properties 93 831 304 43 572 937
Net gains/losses from fair value adjustments in the period 41 323 157 3 960 754
Currency effects 45 068 084 70 166 493
Fair value per 31.12 1 300 676 404 1 120 453 859
Investment properties held for continued investment, measured at fair value 1 300 676 404 1 120 453 859
Investment properties held for sale, measured at fair value - -
Closing balance investment properties measured at fair value 1 300 676 404 1 120 453 859
Overview of inputs for valuation 31 December 2024 31 December 2023
Valuation Level 3 3
Valuation model DCF DCF
Fair Value 1 316 121 298 1 121 339 510
Number of square meters (including developments under construction) 128 402 124 201
WAULT 8,6 9,1
Contracted rent at 31.12 measured in NOK 105 1113 277 93 563 292
Actual occupancy 100% 100%
Net Yield (interval) 7 - 10 % 7 - 10 %
Currency 11,7950 11,2405

Sensitivity analysis

31/12/2024 31/12/2023
Sensitivity - Valuations (market value) Value change (+) Value change (-) Value change (+) Value change (-)
Exit yield:
+/- 0.25 percentage points -38 049 225 40 502 881 -30 423 526 32 277 073
+/- 0.50 percentage points -73 861 203 83 704 667 -59 150 625 66 585 103
+/- 1.00 percentage points -139 518 866 179 361 034 -112 059 051 142 126 591

Currency risk

The group has financial risk linked to the conversion of subsidiaries in Lithuania (EUR) to the presentation currency (NOK).

Sensitivity - Net Asset Value Value change (+) Value change (-) Value change (+) Value change (-)
Increase/decrease NOK/EUR - balance date (EURNOK 11.2405) +/-2.5% -15 696 000 15 696 000 -12 772 088 12 772 088
Increase/decrease NOK/EUR - balance date (EURNOK 11.2405) +/-5.0% -31 392 000 31 392 000 -25 544 176 25 544 176

Adjusted valuations for the purpose of the financial statements

The average fair value of investment properties estimated by external valuators have been adjusted by a total of MNOK -37.1 to arrive at the fair value booked. The adjustments have been made to reflect the uncertainties related to current geopolitical and local market conditions, as well as uncertainties related to future capital expenditure requirements and assumed risk related to contract renewals. See reconciliation of adjustments below.

NOK Asset 1 Asset 2 Asset 3 Asset 4 Asset 5 Asset 6 Asset 7
Average fair value estimated by external valuers + book value of
constructions in progress
116 003 825 147 614 425 212 998 314 162 122 275 114 883 300 20 228 425 29 959 300
Adjustment 1 -1 120 525
Adjustment 2 -4 423 125
Adjustment 3 -8 788 660
Adjustment 4 -4 600 050
Adjustment 5 -1 900 776
Adjustment 6 -825 650
Adjustment 7 -825 650
Fair value booked per 31.12.2024 114 883 300 143 191 300 204 209 654 157 522 225 112 982 524 19 402 775 29 133 650
NOK Asset 8 Asset 9 Asset 10 Asset 11 Asset 12 Asset 13
Average fair value estimated by external valuers + book value of
constructions in progress
10 261 650 41 695 325 142 955 400 132 959 138 215 297 557 6 278 361
Adjustment 8 -1 061 550
Adjustment 9 -412 825
Adjustment 10 -2 594 900
Adjustment 11 -7 769 956
Adjustment 12 -2 812 329
Adjustment 13 -

Investment properties under construction measured at cost

BSP assess that the fair value of their properties under construction cannot be measured reliably and as such measure these at cost until completion. The cost is considered to better reflect the underlying value of the investment property as the uncertainty related to the estimation of the fair value is deemed to be substantial. The properties under construction will be measured at fair value when its fair value is reliably measurable or construction is completed, whichever is earlier.

Investment properties under construction measured at cost 31 December 2024 31 December 2023
Opening balance - -
Capital expenditure on investment properties under construction 15 444 894 741 078
Book value investment properties under construction measured at cost 15 444 894 741 078
Book value of investment property pledged as security for debt 1 285 231 511 1 119 857 355

Information regarding leased investment properties:

As of 31/12/2024 the BSP portfolio includes 7 leased land plots. All leased land plots are on long-term leases. The leases are accounted for in line with IFRS 16 and IAS 40. Refer to note 13 for further information. The land leases are regulated annually in accordance with municipal decisions.

Note 5 Employee benefit expenses

Group's employee benefit expenses 2024 2023
Salaries (incl. holiday pay) 14 297 958 13 166 570
Employer's national insurance contributions 639 970 797 439
Pension expenses 154 100 180 015
Other payments / benefits 2 365 214 1 342 883
Total 17 457 242 15 486 907
Remuneration to executive management1 2024 2023
Salaries (incl. holiday pay) 3 265 781 3 232 704
Bonus 355 826 404 143
Board fees 300 000 300 000
Pension expenses 89 300 83 692
Other payments / benefits 62 952 65 128

1 In addition to the expenses listed in this table, the company in 2024 covered the Chairman and CIO's tuition fee for the Senior Executive Programme at London Business School (GBP 40,300). This arrangement is subject to a clawback clause tied to Mr Clarke's continued engagement with the company.

Remuneration to CEO 2024 2023
Salaries (incl. holiday pay) 1 725 159 1 567 832
Bonus 234 422 188 162
Pension expenses 89 300 83 692
Other payments / benefits 62 952 61 759
Total 2 111 833 1 901 445

Average number of full-time equivalents 16 16

• Collective and individual pension schemes.

The company is subject to the defined contribution plan and meets the requirements of the law.

The group has not granted loans or provided security for shareholders, board members or employees in 2024 or 2023.

The CEO is entitled to 6 months salary upon termination of employment.

The aim is to create the right conditions for recruiting and keeping members of the management who possess the qualities required to manage the operations of the company profitably and with correct set of values and principles aligned with the company´s. The individual employee's remuneration must be competitive and reflect the person's area of responsibility and performance of the work. The remuneration may consist of a combination of fixed and ongoing performance and other remuneration, including:

• Benefits in kind that appear in employment agreements (for example telephone/ICT solutions, car maintenance and insurance schemes).

The remuneration can include share and share value-based schemes based on the company's owned shares. However, the company cannot offer such incentives beyond existing owned shares without being approved in advance by the company's annual general meeting. For the financial year, executive personnel have received a total of 1 064 shares. The company distributed a total of 1 539 shares during the financial year to its employees.

2024 2023
Remuneration provided to the board of directors (ex. employer's national insurance contributions) 1 050 000 950 000

Note 6 Other operating assets

2024 Cars & vehicles Machinery & equipment Software & other fixed
assets
Total
Opening balance at 01.01. 1 735 417 317 903 1 084 531 3 137 851
Additions during the year - 47 191 520 216 567 407
Disposals during the year - - - -
Currency differences 85 609 12 330 6 077 104 017
Closing balance as of 31.12. 1 821 026 377 424 1 610 824 3 809 274
Accumulated depreciation and amortisation as of 01.01. -973 193 -204 089 -329 431 -1 506 713
This year's depreciation -255 791 -61 516 -265 097 -582 405
This year's amortisation - - - -
Currency adjustment of accumulated depreciation and amortisations -51 691 -8 441 -6 077 -66 209
Accumulated depreciation and amortisations of 31.12. -1 280 676 -274 046 -600 605 -2 155 327
Carrying amount at 31.12.2023 540 350 103 378 1 010 219 1 653 947
Estimated useful life 6-10 years 5 years 3-5 years
Depreciation plan Straight-line Straight-line Straight-line
2023 Cars & vehicles Machinery & equipment Software & other fixed
assets
Total
Opening balance at 01.01. 1 428 419 630 160 972 031 3 030 610
Additions during the year 383 917 57 106 112 500 553 523
Disposals during the year -175 649 -409 160 - -584 809
Currency differences 98 730 39 797 - 138 527
Closing balance as of 31.12.
1 735 417 317 903 1 084 531 3 137 851
Accumulated depreciation and amortisation as of 01.01. -783 102 -377 546 -142 930 -1 303 578
This year's depreciation -249 675 -59 662 -187 807 -497 144
This year's amortisation 111 532 260 786 - 372 318
Currency adjustment of accumulated depreciation and amortisations -51 949 -27 666 1 306 -78 310
Accumulated depreciation and amortisations of 31.12. -973 193 -204 089 -329 431 -1 506 713
Carrying amount at 31.12.2023 762 223 113 814 755 100 1 631 138
Estimated useful life 6-10 years 5 years 3-5 years

Note 7 Operating costs

2024 2023
Real estate tax and land tax 3 361 574 2 427 888
Maintenance and fit-out 745 828 378 924
Insurance 432 805 525 998
Other direct ownership costs (excl. salaries) -1 201 051 350 190
Total 3 339 156 3 683 000

Note 8 Other administrative costs

2024 2023
Audit fee (see information in the table below) 1 098 036 895 993
Fees for accounting & financial assistance 905 817 542 902
Legal assistance 1 282 124 262 917
Agent fees 641 332 570 961
Other operating expenses 2 114 778 3 683 646
Total 5 940 837 5 956 419
Audit fee (ex. VAT) 2024 2023
Statutory Audit 1 069 196 692 971
Tax advisory 28 840 26 445
Other attestation and advisory services - 176 577
Total 1 098 036 895 993

Note 9 Finance income and expenses

Change in fair value of financial instruments 2024 2023
Unrealized gain/(loss) on Interest rate swaps and options -479 154 -6 448 872
Total -479 154 -6 448 872
Finance income 2024 2023
Interest income 687 566 311 398
Currency gains (net) 341 133 57 692
Total 1 028 699 369 090
Finance expenses 2024 2023
Interest expenses 33 149 428 38 199 310
Loss interest hedge agreements 6 816 140 -5 939 299
Interest expenses, lease liabilities 800 572 755 664
Other financial expenses 2 060 701 876 057
Total 42 826 841 33 891 732
Specification of currency gains (net) 2024 2023
Exchange rate effects bank 83 742 68 376
Other currency items 257 399 -10 684
Sum 341 133 57 692

Note 10 Interest rate swap agreements

In order to adapt the debt portfolio to the group's target interest rate profile, the following financial instruments are used:

Interest rate swap agreement

Agreement to exchange interest terms for a specific nominal amount over a specific number of periods.

The financial instruments are measured at fair value on the reporting date. Changes in value during the accounting period are booked in profit or loss.

Instruments as of 31.12.2024 Type Expiration
year
Contract amount
(principal)
Average interest
rate
Interest rate swap Pays fixed and receives floating 28/07/2025 199 403 0.72%
Interest rate swap Pays fixed and receives floating 28/07/2025 756 731 0.72%
Instruments as of 31.12.2023 Type Expiration
year
Contract amount
(principal)
Average interest
rate
Interest rate swap Pays fixed and receives floating 10/01/2024 12 699 000 0.58%
Interest rate swap Pays fixed and receives floating 10/01/2024 4 125 740 0.58%
Interest cap rate Pays fixed and receives floating 28/07/2025 254 405 0.72%
Interest rate swap Pays fixed and receives floating 28/07/2025 1 006 739 0.72%

Note 11 Tax

Amounts in NOK thousand

Income tax expense 2024 2023
Tax payable - -2 013
Correction previous years -626 -
Change in deferred due to change in tax rate 3 761 -
Change in deferred tax 10 347 2913
Income tax expense 13 483 900
Income tax payable is calculated as follows: 2024 2023
Profit before tax 66 641 29 868
Permanent differences 1 456 -17 920
Change temporary differences -87 509 -37 863
Change in loss carry-forward 20 731 15 137
Adjustment for tax asset not booked - -
Taxable income 1 319 -10 778
Tax payable on the year's profit 198 -1 617
Previous year tax adjustment -198 -396
Payable tax on the year's profit after previous year tax adjustment - -2 013
Tax payable as of 01.01. - 2 132
Currency effect on tax payable as of 01.01 - -217
Taxes paid/settled during the year - -298
Tax payable in the balance sheet as of 31.12 - -
Specification of basis for deferred tax: 31 December 2024 31 December 2023
Loss carried forward (TLCF) 144 317 110 617
Investment properties -778 493 -513 490
Finance items 184 563 23 112
Other differences 902 3 620
Total -448 712 -376 141
Deferred tax assets not booked in balance sheet1 40 733 52 691
Basis of deferred tax liability (-) / deferred tax asset (+) -407 978 -323 451
Deferred tax liability (-) / deferred tax asset (+) -65 277 -48 518
Applicable tax rate2 16.0% 15.0%

1 As it is uncertain whether the parent company will be able to make use of its deferred tax advantage, this is not included in the calculation of the group's tax advantage.

2 Lithuania's tax rate (increased from 15% to 16% with effect from 1st January 2025) has been used in the group's calculation of deferred tax.

Reconciliation between nominal and actual tax expense rate 2024 2023
Profit before tax 68 808 29 868
Financial profit multiplied by nominal tax rate (22%) 15 138 6 571
Adjustment tax rate Lithuania (15 %) -3 982 -1 108
Tax effect of permanent differences (15 %) 218 -2 688
Tax effect of other differences (15 %) 1 190 -1 479
Correction previous years 626 -
Previous year tax adjustment (15 %) -198 -396
Income tax expenses 13 483 900
Effective tax rate 19.6 % 3.0%

Note 12 Earnings per share

The calculation of basic earnings per share has been based on profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding during the year.

The company has not issued options or other financial instruments which have a dilutive effect on outstanding shares.

Earnings per share 2024 2023
Profit after tax attributable to shareholders 55 325 477 28 968 347
Average number of outstanding shares 8 687 466 6 677 837
Earnings per share 6.37 4.34

Note 13 Lease agreements where the group is the lessee

Lease agreements where the group is the lessee

The group has lease agreements relating to the lease of land in several subsidiaries. The group applies the fair value model to right-of-use assets associated with the property lease contracts. Leased assets included in investment properties at 31 December 2024 was NOK 29.6 million (NOK 28.6 million per 31/12/23).

Overview of changes to right of use assets and lease liabilities Right-of-use assets Lease liabilities
Opening balance 1 January 2024 28 690 678 29 282 958
Payments -1 055 629
Depreciation -474 909
Additions 812 098
Other / exchange differences 1 408 584 1 444 544
Balance per 31 December 2024 29 624 353 30 483 972
Opening balance 1 January 2023 24 140 852 24 139 006
Payments - -1 050 421
Depreciation -162 192
Additions 1 562 360 1 562 360
Other / exchange differences 3 149 749 4 632 013
Balance per 31 December 2023 28 690 769 29 282 958
Maturity analysis: Contractual, undiscounted cashflows 31 December 2024 31 December 2023
Current liabilities
- Less than one year 909 489 1 006 002
Non-current liabilities
- One to five years 3 637 955 3 466 930
- More than five years 75 061 990 72 399 950
Total 79 609 434 76 872 882
Amounts recognized in the consolidated statement of income 2024 2023
Depreciation -474 909 -162 192
Interest expense -800 572 -755 664
Total -1 275 482 -917 856
Amounts recognized in statement of cashflows 2024 2023
Interest payments -800 572 -755 664
Payments of principal -1 055 629 -294 757
Total lease payments -1 856 201 -1 050 421
Right-of-use assets specified by type Land Cars Total
Opening balance 1 January 2024 28 557 740 133 029 28 690 769
Depreciation -337 299 -137 610 -474 909
Additions - - -
Other / exchange differences 1 404 003 4 581 1 408 493
Balance per 31 December 2024 29 624 444 - 29 624 353
Balance per 31 December 2023 28 557 740 133 029 28 690 770
Other / exchange differences 3 085 994 63 755 3 149 749
Additions 1 562 360 - 1 562 360
Depreciation - -162 192 -162 192
Opening balance 1 January 2023 23 909 386 231 466 24 140 852

Note 14 Classification and measurement of financial assets and liabilities

The table below provides an overview of the classification of the group's financial assets and liabilities, and shows the valuation hierarchy for financial instruments that are measured at fair value. The table also shows the balance sheet values and fair value for the group's financial instruments.

31 December 2024 Valuation
hierarchy level
Financial instruments at fair
value over profit and loss
Financial instruments at
amortized cost
Total
book value
Total
fair value
Assets
Financial fixed assets 2 - 2 509 405 2 509 405 2 509 405
Accounts receivable and other receivables 2 - 5 358 481 5 358 481 5 358 481
Bank deposits and cash 1 - 80 989 728 80 989 728 80 989 728
Interest rate swap 2 170 921 - 170 921 170 921
Total financial assets 170 921 88 857 614 89 028 535 89 028 535
Liabilities
Debt to credit institutions 2 - -687 490 977 -687 490 977 -687 490 977
Accounts payable and other debts 2 - -37 835 799 -37 835 799 -37 835 799
Interest rate swap 2 - - - -
Total financial liabilities - -725 326 776 -725 326 776 -725 326 776
Valuation level 1 (net) - 80 989 728 80 989 728 80 989 728
Valuation level 2 (net) 170 921 -717 458 890 -717 287 969 -717 287 969
Valuation level 3 (net) - - - -
31 December 2023 Valuation
hierarchy level
Financial instruments at fair
value over profit and loss
Financial instruments at
amortized cost
Total book value Total fair value
Assets
Financial fixed assets 2 - 2 391 434 2 391 434 2 391 434
Accounts receivable and other receivables 2 - 6 298 097 6 298 097 6 298 097
Bank deposits and cash 1 - 40 887 760 40 887 760 40 887 760
Interest rate swap 2 626 685 - 626 685 626 685
Total financial assets 626 685 49 577 292 50 203 977 50 203 977
Liabilities
Debt to credit institutions 2 - -579 495 243 -579 495 243 -579 495 243
Accounts payable and other debts 2 - -19 908 298 -19 908 298 -19 908 298
Interest rate swap 2 - - - -
Total financial liabilities - -599 403 541 -599 403 541 -599 403 541
Valuation level 1 (net) - 40 887 760 40 887 760 40 887 760
Valuation level 2 (net) 626 685 -590 714 009 -590 087 324 -590 087 324

Valuation level 3 (net) - - - -

Fair value hierarchy

The Group uses the following hierarchy to classify assets and liabilities, based on the input to the valuation methods used to measure and disclose their fair value.

Level 1: Use of quoted prices in active markets for identical assets and liabilities.

Level 2: Use of valuation methods with observable market data as input.

Level 3: Use of valuation methods where input is based on a significant degree of unobservable market data.

Valuation of financial instruments is performed by the group's finance department, in consultation with an external advisor. The valuation methods used are adapted to each financial instrument, and aim to make the most of the information available in the market.

Fair value of financial instruments measured at fair value in the balance sheet

Measurement of the fair value of the group's interest rate swaps and hedging instruments is valued based on inputs classified at level 2. The fair value of interest rate swaps and hedging instruments is estimated based on observable forward rates and yield curves, and confirmed by the financial institution with which the company has entered into the agreements.

Fair value of financial instruments measured at amortized cost in the balance sheet

In addition to the above-mentioned financial assets and liabilities which are carried in the balance sheet at fair value, the group's other financial assets and liabilities (financial instruments) are carried on the balance sheet at amortized cost. The fair value of these financial instruments as shown in the table above is expected to be approximately equal to the book value (amortized cost). The carrying value of bank deposits and cash is approximately equal to fair value due to the fact that these instruments have a short maturity. Correspondingly, the book value of receivables and trade payables is approximately equal to fair value as they are entered into under normal conditions and discounting is not assumed to have a significant effect. Bank loans are measured at the fair value of future cash flows, where account is taken of the assumed difference between the current margin and market conditions.

Note 15 Long-term receivables

31 December 2024 31 December 2023
Share investments - -
Long-term receivables 2 509 405 2 391 000
Total 2 509 405 2 391 000

Receivables are valued at its recoverable value.

Note 16 Other receivables and other current assets

Other short term receivables as of 31.12: 31 December 2024 31 December 2023 31 December 2022
VAT receivable 1 472 848 1 698 386 966 834
Prepaid tax and duties - 1 210 220 230 220
Prepaid payments to suppliers 2 237 099 516 142 2 531 697
Other -1 622 714 291 199 -2 577
Total 2 087 233 3 715 947 3 726 174

Note 17 Cash and bank deposits

31 December 2024 31 December 2023
Bank deposits 80 989 728 40 887 760
Total Bank deposits in the statement of financial position 80 989 728 40 887 760
Restricted deposits related to employee tax deduction 134 592 137 152

Note 18 Share capital and shareholder information

As at 31.12 the share capital was divided as follows:

Amount Per value Share capital
Ordinary shares 8 696 077 0,10 869 608
Own shares 8 611 0,10 861

As per 31.12 the 20 largest shareholders were:

Shareholders Ordinary shares Shareholding in %
UAB Baltic Equity 3 316 700 38,1 %
CENTRALKIRKEN 1 098 260 12,6 %
NESTOR AS 413 207 4,8 %
AURIS AS 262 384 3,0 %
TRIVON AS 250 000 2,9 %
PIPPI INVEST AS 225 000 2,6 %
GAMBIT AS 193 204 2,2 %
EIENDOMSKAPITAL NORGE V AS 165 560 1,9 %
PASCAL HOLDING AS 103 703 1,2 %
LILLEBY, DAG HAAKON 100 000 1,1 %
OLAV HJORTESET AS 91 481 1,1 %
RIEVE KAPITAL AS 86 838 1,0 %
BRØDRENE HJORTESET AS 64 823 0,7 %
THOCA INVEST AS 60 000 0,7 %
ANDERSEN-GOTT, TORE 59 139 0,7 %
HJORTESET, OLAV 58 519 0,7 %
DUPUY, PASCAL FREDERIC 57 658 0,7 %
DUPUY, BERIT MYHRE 57 657 0,7 %
EGER, NICOLAI ANDREAS 56 600 0,7 %
BONAVISTA AS 52 628 0,6 %
Total of the 20 largest shareholders 6 773 361 77,9 %

Shares held by board of directors and senior executives as of 31.12:

Shareholders Represented by Role Ordinary shares 2024 Ordinary shares 2023
UAB Baltic Equity James Clarke Chairman 3 316 700 1 832 721
CENTRALKIRKEN Bjørn Bjøro Board member 1 098 260 1 098 260
AURIS AS Henrik Austgulen Board member 262 384 -
EIENDOMSKAPITAL NORGE V AS Bjørn Bjøro Board member 165 560 143 060
HOLSTEIN INVEST AS John Mosvold Board member 32 861 32 861
MOSVOLD, JOHN DAVID John Mosvold Board member 22 276 22 276
HAGEN, BERGER & AAS AS Lars C. Berger CEO 13 334 13 334
ARTHEN INVEST AS Lars C. Berger CEO 16 609 3 709

Shares acquired by the Board of Directors and senior executives in the 2024 private placement (May 2024)

In May 2024, the Company issued 1,781,395 new shares through a private placement, followed by an additional 226,450 shares in a subsequent offering in June 2024. Of the total shares subscribed in the private placement, UAB Baltic Equity — a company controlled by James Clarke, Chairman of the Board — acquired 1,448,979 shares, while Arthen Invest AS—a company controlled by Lars Christian Berger, CEO — acquired 11,836 shares. Additionally, Auris AS, a company controlled by Henrik Austgulen (who was not a board member of Baltic Sea Properties at the time), acquired 236,734 shares.

Note 19 Interest bearing liabilities

31 December 2024 31 December 2023
Interest-bearing debt 687 490 977 654 415 000
Bank deposits -80 989 728 -40 888 000
Financial derivatives -170 921 -626 000
Net interest-bearing debt 606 330 328 612 901 000
Investment properties (excl. additions related to IFRS 16) 1 316 121 298 1 121 339 510
Group Net LTV* 46.1 % 54.8 %

* The difference to Net LTV in our Q4 report is due to the loan amount for the Liepu Parkas development. While we report this amount as drawn, as of 31.12.24, MEUR 1.2 had not yet been drawn and was instead classified as short-term liabilities.

Covenant requirements

All bank loans, except for UAB Grandus, are financed by Luminor Bank while UAB Grandus is financed by SEB. The group was not in breach of covenants at the end of the year 2024.

Luminor: - LTV*: Max 70 % (consolidated) - DSCR**: Minimum 1.20 (consolidated) - Cash buffer: 12 month interest in cash reserves in accounts

SEB: - LTV*: Max 60 %

  • DSCR**: Minimum 1.10

Abbreviations explained: * LTV = Loan-to-value.

** DSCR = The coverage ratio of EBITDA *** over total debt payment per year. In the BSP Group, this is only applied for the real estate SPV's holding assets with Mortgage. Hence, central administration and company costs in management companies and Holding companies are not part of EBITDA calculation for bank covenants. *** EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization.

Note 20 Debt to credit institutions

Non-current Current
Interest-bearing liabilities 31 December 2023 31 December 2023 31 December 2024 31 December 2023
Borrowings from credit institutions 657 057 870 616 954 774 30 433 106 27 918 014
Other interest-bearing liabilities - - - 9 541 517
Total interest-bearing liabilities 657 057 870 616 954 774 30 433 106 37 459 531
31 December 2024 31 December 2023
Interest bearing liabilities specified per currency Currency amount NOK amount Currency amount NOK amount
EUR 51 574 835 638 758 285 53 866 065 605 481 577
NOK 48 732 692 48 732 692 48 932 728 48 932 728
Total interest-bearing liabilities 687 490 977 654 414 305

Delamode | BSP Park – Vilnius West

Interest-bearing liabilities - maturity
31 December 2024
2025 2026 2027 2028 2029 2030
and later
Total
Total interest-bearing liabilities amount 1.1 652 094 641 621 666 371 591 238 101 591 238 101 567 588 577 543 939 053
Yearly amortisation of borrowings from credit institutions and other IBD* 30 428 270 30 428 270 30 428 270 23 649 524 23 649 524 138 583 858
Matured repayments of loans 591 238 101 591 238 101
Total interest-bearing liabilities excl. prepaid borrowing expenses 30 428 270 30 428 270 621 666 371 23 649 524 23 649 524 729 821 959
Interest to be paid on interest-bearing liabilities (margin) - 2.19% average 18 534 102 17 870 854 17 870 854 12 689 152 12 171 228 79 136 190
3-month Euribor (4,0%) 18 534 102 16 677 436 16 677 436 15 933 867 15 283 505 83 106 346
Interest rate SWAP (0.58%) - income (estimate) -
Total interest payments 37 068 203 34 548 291 34 548 291 28 623 019 27 454 732 162 242 536
New borrowings (development loan, investment loan, re-leverage etc.) 591 238 101 591 238 101
Total future payments on interest-bearing liabilities 67 496 473 64 976 561 656 214 662 52 272 543 51 104 257 892 064 496
Total future payments exluding re-finance of whole portfolio 300 826 394
Interest-bearing liabilities - maturity
31 December 2023
2024 2025 2026 2027 2028 2029
and later
Total
Total interest-bearing liabilities amount 1.1 612 970 521 575 892 070 498 213 604 470 532 918 446 002 473 423 702 349
Yearly amortisation of borrowings from credit institutions and other IBD* 27 680 687 27 680 687 27 680 687 24 530 445 22 300 124 129 872 629
Matured repayments of loans 9 397 764 49 997 779 446 002 473 505 398 016
Total interest-bearing liabilities excl. prepaid borrowing expenses 37 078 451 77 678 466 27 680 687 470 532 918 22 300 124 635 270 645
Interest to be paid on interest-bearing liabilities (margin) - 2.19% average 18 138 381 15 906 064 10 607 774 10 036 063 9 523 268 64 211 550
3-month Euribor (4.0%) 23 282 952 22 482 069 19 374 930 18 330 708 17 394 096 100 864 756
Interest rate SWAP (0.58%) - income (estimate) -480 038 -480 038 -480 038 -1 440 114
Total interest payments 40 941 295 37 908 095 29 502 667 28 366 770 26 917 364 163 636 192
New borrowings (development loan, investment loan, re-leverage etc.) 446 002 473
Total future payments on interest-bearing liabilities 78 019 746 115 586 561 57 183 354 498 899 688 49 217 488 798 906 836

* IBD = Interest-Bearing Debt

Note 21 Other short-term debt

Other short-term liabilities in the group as of 31/12:

31 December 2024 31 December 2023
Prepaid payments from tenants 11 820 9 089 542
Unpaid dividends 465 711 422 920
Accrued holiday pay 1 272 044 1 002 453
Other salary provisions 1 694 278 1 600 169
Payable dues and other taxes 3 016 611 3 812 022
Other 7 352 262 743 747
Total 13 812 725 16 670 853

Mezzanine loan and seller's credit is classified as interest-bearing debt in the balance sheet and are therefore specified under note 20.

Note 22 Financial risk management

The Group is exposed to financial risk through variations in interest rates and exchange rates. The Company is also dependent on access to financing in the banking and capital markets. The risk of losses on receivables is also closely monitored because of the general market turbulence and Russia's continued occupation of Ukraine and its effect on the Baltic states and the global economy.

Capital Management

Capital management focuses on the optimal balance between equity and debt in a company's capital structure. It aims to maximize shareholder value and ensure long-term financial stability by minimizing the cost of capital and maintaining an appropriate level of financial flexibility for its operations.

Currently the board has set a target in its investment and company strategy to not go over 60 % loan-to-value and maintain a minimum 12-month interest coverage liquidity buffer. At the date of this report, the net loan to value ratio for the Group's real estate portfolio is 46.1 % and including the group leverage positions 52.2 % (excluding cash reserves). The group's total cash position was MNOK 81 per 31.12.2024, which is considered in line with the strategy on cash reserves of minimum 12 month interest coverage.

The Group is exposed to financial risk and has defined the following relevant risk areas:

Credit risk

Credit risk is assessed at group level and is mainly linked to the risk of incurring losses as a result of tenants not paying the agreed rent. Rent payment is normally secured with a rent deposit or payment guarantees from banks or guaranteed by parent companies, with a high credit rating. In recent years, the group has had relatively low losses on rental claims, and the risk that the group will incur significant losses because of bankruptcies among tenants, is considered moderate. Realised losses have not increased significantly during the covid pandemic or the economic downturn in 2023/-24, and the group considers that the rental income achieved in the financial year and the development of the pandemic and market uncertainties indicate that the paying capacity of the tenants will be maintained overall. In recent years, rental losses have accounted for less than 0.5 % of the group's rental income.

Please refer to note 20 for maturity analysis related to the group's debt and other payables.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the financial liabilities when they are due. The liquidity risk is mitigated by having adequate cash/liquidity reserves, a moderate loan-to-value ratio and long-term loan agreements. The liquidity reserve consists of liquid current assets and unused long-term credit lines in larger financial institutions. The board has set targets for the group's liquidity reserves which will both ensure financial freedom of action to be able to exploit investment opportunities quickly, and to contribute to significantly reducing the financial risk. The liquidity risk linked to the refinancing of the group's debt is mitigated by balancing the refinancing need within the next period in relation to the group's liquidity reserve.

There are financial covenant requirements (loan conditions) in all of the group's bank loan agreements related to equity share, debt service cost coverage ratio and loan-to-value ratio. The group has fulfilled all requirements in the loan agreements in the financial year. The group has a decent to good margin in relation to the defined covenant requirements, and the risk of breach of these requirements is considered to be low for the next 12 months. The group has assessed that there is a low probability that the current geopolitical/market turbulence will affect the group's ability to service its financial liabilities in the next 12 months.

Optimisation of the Company's short-term and long-term financing is a natural part of the Company's daily operations, and the Company makes ongoing strategic assessments in this connection, which may include the sale of assets, refinancing of existing loans, bond financing, M&A, and/or raising capital from the Company's shareholders or external investors to ensure continued operations.

Please refer to note 20 for maturity analysis related to the group's debt and other payables.

Currency risk

The Group is also exposed to currency risk against NOK, as the Group's investments, revenues, and the majority of costs are in euros. All properties are financed through debt in euros, collectively forming a natural hedge for part of the currency risk. The remaining exposure is not hedged by the Group, in line with the company's strategy to allow investments in Baltic Sea Properties to also include a euro exposure for the investor.

Sensivitity

EURNOK 31/12/2024 11.7950
-10% 10.6155
+10% 12.9745
Effect of +/- 10% change in exchange rate onthe group's equity in NOK: 39 844 991

Interest rate risk

Changes in interest rates can have a significant impact on the value of real estate assets, the cost of financing, and the ability of real estate companies to generate income. The risk associated with unpredictable cost of financing, can be mitigated by having a portion of long-term fixed interest rates in the financing mix. The board closely discuss targets for the share of fixed interest depending on the cost at the time. Interest positions and interest profiles are reported to the board on a regular basis. The Group is currently revising its finance policy including ratio of fixed interest hedges. In addition, the board has regular discussions on the features of floating vs fixed interest measures in the financing mix.

The group currently holds fixed interest agreements for approximately 3.7 % of the loan portfolio. The remaining term was 0.3 years per 31.12. Interest hedging in the group is mainly carried out using financial instruments at portfolio level. The group does not apply hedge accounting in accounting for the swap and cap agreements.

Sensivitity

31/12/2024
Euribor interest rate - sensitivity (effect of interest swaps not included) Interest cost p.a
(bank margin)
EURIBOR
cost p.a
Full interest +
Euribor cost p.a
Effective
interest margin
1.5 % 13 878 112 9 549 160 23 427 272 3.68%
2.0 % 13 878 112 12 732 213 26 610 325 4.18%
2.5 % 13 878 112 15 915 266 29 793 378 4.68%
3.0 % 13 878 112 19 098 319 32 976 431 5.18%
3.5 % 13 878 112 22 281 373 36 159 485 5.68%

Shows cost at 3-month EURIBOR at resprective rates

31/12/2023
Euribor interest rate - sensitivity
(effect of interest swaps not included)
Interest cost p.a
(bank margin)
EURIBOR
cost p.a
Full interest +
Euribor cost p.a
Effective
interest margin
2.0 % NOK 12 737 330 NOK 11 641 994 NOK 24 379 324 4.19%
2.5 % NOK 12 737 330 NOK 14 552 493 NOK 27 289 823 4.69%
3.0 % NOK 12 737 330 NOK 17 462 991 NOK 30 200 321 5.19%
3.5 % NOK 12 737 330 NOK 20 373 490 NOK 33 110 820 5.69%
4.0 % NOK 12 737 330 NOK 23 283 988 NOK 36 021 318 6.19%

Shows cost at 3-month EURIBOR at respective rates.

31/12/2022
Euribor interest rate - sensitivity
(effect of interest swaps not included)
Interest cost p.a
(bank margin)
EURIBOR
cost p.a
Full interest +
Euribor cost p.a
Effective
interest margin
2.0 % NOK 11 037 724 NOK 10 303 365 NOK 21 341 090 4.14%
2.5 % NOK 11 037 724 NOK 12 879 207 NOK 23 916 931 4.64%
3.0 % NOK 11 037 724 NOK 15 455 048 NOK 26 492 773 5.14%
3.5 % NOK 11 037 724 NOK 18 030 889 NOK 29 068 614 5.64%
4.0 % NOK 11 037 724 NOK 20 606 731 NOK 31 644 455 6.14%
Shows cost at 3-month EURIBOR at respective rates.

The table shows the sensitivity and effect of budgeted interest cost (fixed bank margin) plus a 3-month EURIBOR assumption on a range between 2% - 4% in the respective period.

Euribor at the end of 2024 was 2.870 %. Euribor at the end of 2023 was 3.905 %.

The sensitivity table presented above does not consider Group financing options like mezzanine facilities, as they do not include a Euribor component. It should be noted that the margins for the mezzanine facilities are 9% for Ambolt mezzanine.

Further refrence is made to finance table overview in note 20.

Note 23 Subsidiaries

The following companies are part of the group and therefore consolidated in the Consolidated financial statement

Company Ownership Office Percentage ownership
Direct ownership:
BSP Asset Management Klaipėda UAB Direct Klaipėda, Lithuania 100%
BSP Holding LT UAB Direct Vilnius, Lithuania 100%
BSP Asset Management UAB Direct Vilnius, Lithuania 100%
Indirect ownership (owned via BSP Holding LT UAB):
BSP Logistic Property UAB Indirect Vilnius, Lithuania 100%
BSP Logistic Property II UAB Indirect Vilnius, Lithuania 100%
BSP Logistic Property IV UAB Indirect Vilnius, Lithuania 100%
BSP Logistic Property V UAB Indirect Vilnius, Lithuania 100%
BSP Logistic Property VI UAB Indirect Vilnius, Lithuania 100%
BSP Logistic Property VII UAB Indirect Vilnius, Lithuania 100%
BSP Logistic Property VIII UAB Indirect Vilnius, Lithuania 100%
BSP Logistic Property IX UAB Indirect Vilnius, Lithuania 100%
BSP Industrial Property III UAB Indirect Vilnius, Lithuania 100%
BSP Industrial Property IV UAB Indirect Vilnius, Lithuania 100%
BSP Retail Properties I UAB Indirect Vilnius, Lithuania 100%
BSP Retail Properties V UAB Indirect Vilnius, Lithuania 100%
Klaipėdos Verslo Parkas UAB Indirect Klaipėda, Lithuania 100%
Liepų Parkas UAB Indirect Klaipėda, Lithuania 100%
Pastatų Vystymas UAB Indirect Klaipėda, Lithuania 100%
Prekybos Centras Grandus UAB Indirect Klaipėda, Lithuania 100%

Note 24 Segment information and rental income

The group has one operational segment as there are no material differences in risk and returns in the economic environments in which the company operates. The property portfolio consists of properties in Lithuania and internal reporting is consolidated into one reporting segment.

Rental income Segment Geography 2023 2022
Income from tenants Investment property Lithuania 91 286 411 69 521 275
Total rental income 91 286 411 69 521 275
Customers that aggregate 10 % or more of the Group's total revenues are disclosed in the table below
2024
2023
Logistics tenant 1 13 981 096 13 264 013
Logistics tenant 2 13 295 102 12 907 721
Logistics tenant 3 11 804 584 11 397 331
Logistics tenant 4 11 116 977 10 499 181

Lease management

The group mainly enters into long-term lease contracts with solid counterparties. The lease contracts mainly has fixed rent and include CPI increases.

The group's future accumulated rent from operational lease contracts per 31.12.23

The following table specifies contractual annual rent. Contracts at maturity are assumed not renewed or replaced by market rent (this to illustrate contractual revenue streams as per balance sheet date).

Please also refer to maturity analysis in the tables below.

Amounts in NOK thousand 2024 2023
Less than 1 year NOK 106 710 NOK 93 559
Between 1 and 2 years NOK 94 552 NOK 93 559
Between 2 and 3 years NOK 93 499 NOK 81 069
Between 3 and 4 years NOK 93 499 NOK 81 069
Between 4 and 5 years NOK 74 605 NOK 63 434
Between 5 and 6 years NOK 61 170 NOK 63 434
Total (<6 years) NOK 524 038 NOK 476 124

The group's lease contracts per 31.12.2024 have the following maturity structure measured in annual rent*

Amounts in EUR thousand No of contracts Contract rent (EUR) Contract rent, %
Less than 1 year
Between 1 and 5 years 4 € 3 859 42,7 %
Between 5 and 10 years
Over 10 years 8 € 5 183 57,3 %
Total 12 € 9 042 100%

The group's lease contracts per 31.12.2023 have the following maturity structure measured in annual rent*

Amounts in EUR thousand No of contracts Contract rent (EUR) Contract rent, %
Less than 1 year
Between 1 and 5 years 4 € 3 788 45,5%
Between 5 and 10 years
Over 10 years 7 € 4 536 54,5%
Total 11 € 8 324 100%

The group's lease contracts per 31.12.2022 have the following maturity structure measured in annual rent*

Amounts in EUR thousand No of contracts Contract rent (EUR) Contract rent, %
Less than 1 year
Between 1 and 5 years 4 € 3 614 44.9%
Between 5 and 10 years
Over 10 years 7 € 4 430 55.1%
Total 10 € 6 539 100%

Note 25 Reconciliation of liabilities from financing activities

Amounts in NOK thousand 2024 2023
Interest-bearing debt Lease obligations Interest-bearing debt Lease obligations
Liabilities as of 01.01 654 415 29 283 600 094 24 139
New interest-bearing debt 42 204 - 64 260 -
Down-payment on interest bearing debt -38 572 - -53 993 -
Increase lease liabilities - 812 - 1 562
Down-payment lease liabilities - -1 056 - -1 050
Reclassification from long-term to short-term debt - - - -
Exchange rate effects 31 142 1 445 44 054 4 632
Liabilities as of 31.12 689 188 30 484 654 414 29 283

Note 26 Uncertain liabilities

In 2011, the tax authorities requested information from the parent company regarding previously deducted issue costs related to the balance sheet for 2006. The parent company was then able to reduce its carry forward loss by NOK 23,688,757. This was part of the issue/facilitation fee that was considered to be part of the investment and therefore not gave a tax deduction. Furthermore, the decision states that additional tax of 30% of the tax of NOK 23,688,757, a total of NOK 1,989,856, will be effected in the first year the company makes a tax profit. There is thus a contingent liability of NOK 1,989,856 for which there is no provision in the accounts as the company considers it less than 50% likely that it will make a tax profit. This assessment is based on the fact that the company's main source of income is dividends from subsidiaries, which are not subject to taxation.

Per 31.12.2024, the parent company had a deferred tax asset of MNOK 8.9 which the company has chosen to not book in its balance sheet as it not expects to come in a position of taxation where it will be able to make use of the tax asset.

Note 27 Transactions with related parties

BSP settled the remaining balance of the seller credit from Baltic Equity Group UAB and the other sellers of the Grandus Shopping Center during the second quarter of 2024. The outstanding balance at the beginning of 2024 was EUR 830 thousand, originating from the acquisition in May 2022.

(Please refer to Note 18 for details on the Board of Directors' and senior executives' subscription of shares in the private placement in May 2024.)

Note 28 Russia's invasion of Ukraine

Russia's ongoing war in Ukraine, combined with uncertainty over the United States' long-term commitment to NATO, continues to shape the security and economic outlook for the Baltic region. The Baltic states' disconnection from the Russian electricity grid in early 2025 marked a significant step toward energy independence, but regional infrastructure and critical supply routes remain vulnerable to evolving security risks. While Lithuania remains firmly embedded in the EU and NATO, shifting geopolitical dynamics warrant continued close attention.

Despite these challenges, our operations remain stable, with no direct disruptions. In early 2025, we delivered the first phase of Liepų Parkas and secured a long-term lease with UAB Krasta Auto for a BMW dealership in Klaipėda, reflecting continued confidence in Lithuania's economy. While external uncertainties remain, we maintain a cautious and adaptive approach to ensure resilience in a changing environment.

Note 29 Events after reporting date

On 18 February 2025, Baltic Sea Properties AS announced that its subsidiary project, Liepų Parkas, has entered into a 10-year lease agreement with UAB Krasta Auto (part of Inchcape Group) for a 2,475 sqm commercial building in Klaipėda. The lease follows triple-net principles and represents the second stage of the 16,000 sqm Liepų Parkas business and retail park.

The property will be certified under the BREEAM sustainability rating scheme and designed to incorporate renewable energy production. The total estimated investment for stage 2, including land and allocated infrastructure, is approximately EUR 4.8 million (NOK 53 million), with handover and opening scheduled for January 2026. Upon completion of two of the four planned development stages, 6,785 sqm will have been built, with a total investment of approximately EUR 13.45 million (NOK 157 million).

Management has reviewed events after the reporting date and has not identified any other matters requiring disclosure.

BSP Park | Vilnius A4

Amounts in NOK

Income Statement Note 31 December 2024 31 December 2023
Operating income
Other operating income 2 4 979 792 5 007 788
Sum operating income 4 979 792 5 007 788
Operating expenses
Wages and social costs 3 4 742 872 4 613 828
Depreciations on fixed assets 4 254 517 191 507
Other operating expenses 3,5 3 815 603 2 703 916
Sum operating expenses 8 812 992 7 509 252
Profit from operations -3 833 200 -2 501 464
Financial income & expenses
Dividends received from subsidiaries 6 - 2 892 143
Interest income from subsidiaries 6 10 317 079 7 410 803
Other interest income 588 411 305 355
Currency gain (+) / loss (-) 7 10 226 279 8 471 084
Other interest expenses 8 4 645 564 2 513 583
Impairment of non-current financial assets (+) / Reversal of
previous years' impairment of non-current financial assets (-)
6 4 452 751 -
Other financial expenses 8, 7 808 300 21 600
Net profit from financial items 11 225 153 16 544 200
Profit before taxes 7 391 953 14 042 737
Corporate income tax 9 - -
Change in deferred taxes 9 - -
Taxes on profit - -
PROFIT AFTER TAXES 7 391 953 14 042 737
Allocation of profit
Dividend (distributed during the accounting year) 10 11 692 030 10 670 909
Transferred to/from retained earnings 10 -4 300 077 3 371 828
Sum allocation 7 391 953 14 042 737

1 NOK 11 692 030 (NOK 1.75 per share) was distributed as dividend in June 2024, in accordance with the decision of the AGM held on the 6th of June 2024. NOK 10 670 909 (NOK 1.60 per share) was distributed as dividend in June 2023, in accordance with the decision of the AGM held on the 3rd of May 2023.

Amounts in NOK

Balance Sheet Note 31 December 2024 31 December 2023
ASSETS
NON-CURRENT ASSETS
Fixed assets
Other fixed assets 4 1 019 894 775 151
Sum fixed assets 1 019 894 775 151
Non-current financial assets
Investments in subsidiaries 6 10 609 166 15 061 917
Loans to subsidiaries 6 232 255 587 184 691 669
Sum non-current financial assets 242 864 754 199 753 586
Sum fixed assets 243 884 647 200 528 736
CURRENT ASSETS
Accounts receivable
Trade receivables 1 023 821 719 524
Other accounts receivable 11 56 137 -
Sum accounts receivable 1 079 958 719 524
Cash and cash equivalents
Cash and cash equivalents 12 48 316 437 996 401
Sum current assets 49 396 395 1 715 925
SUM ASSETS 293 281 042 202 244 661

Amounts in NOK

Balance Sheet Note 31 December 2024 31 December 2023
EQUITY
Paid-in equity
Share capital 10, 13 869 608 668 823
Own shares 10, 13 -861 -861
Share premium 10 214 031 393 118 788 021
Sum paid-in equity 214 900 139 119 455 983
Retained earnings
Retained earnings 10 26 848 763 31 148 840
Sum retained earnings 26 848 763 31 148 840
Sum equity 241 748 903 150 604 824
LIABILITIES
Non-current liabilities
Non-current borrowings from subsidiaries 6 118 751 117 745
Other non-current liabilities 8 50 000 000 50 000 000
Sum non-current liabilities 50 118 751 50 117 745
Current liabilities
Trade payables 506 682 406 966
Payable dues and other taxes 135 883 178 286
Current borrowings from subsidiaries 6 - 8 091
Other current liabilities 8, 14 770 824 928 750
Sum current liabilities 1 413 388 1 522 093
Sum liabilities 51 532 140 51 639 838
SUM EQUITY & LIABILITIES 293 281 042 202 244 661

Oslo, the 10th of April 2025

James Andrew Clarke Chairman of the Board

Lars Christian Berger CEO

Henrik Austgulen

Board Member

John David Mosvold Board Member

Bjørn Bjøro Board Member

Amounts in NOK

Cash Flow Statement 31 December 2024 31 December 2023
Cash flows from operating activities
Profit before tax 7 391 953 14 042 737
+/- Depreciations 254 517 191 507
- Impairment of financial assets 4 452 751 -
- Gains from sale of shares - 89 200
+/- Change in trade receivables and other receivables -360 434 5 277
+/- Change in trade payables 99 716 215 535
+/- Change in other borrowings -243 121 221 405
+/- Items classified as financial items -15 901 610 -16 260 445
= Net cash flows from operating activities 146 522 -1 494 786
Cash flows from investment activities
- Purchases of fixed assets (incl. reclassifications) -499 260 -126 071
- Purchases of shares - -2 338 740
+ Received dividend from subisdiaries - 2 892 143
= Net cash flows from investment activities -499 260 427 331
Cash flows from financing activities
+/- Net changes in non-current financial debts -9 094 498 25 771 083
+/- Net changes in non-current loans to/from subsidiaries -27 368 786 -28 795 958
- Distribution of dividends -11 649 239 -10 595 108
+/- Capital increase 95 444 156 -
= Net cash flows from financing activities 47 331 633 -13 619 983
+/- Effects from currency differences on cash and cash
equivalents
341 140 57 683
= Net change in cash and cash equivalents 47 320 036 -14 629 754
+ Cash and cash equivalents at beginning of period 996 401 15 626 155
= Cash and cash equivalents at end of period 48 316 437 996 401
Restricted deposits per 31.12 related to employee tax
deduction
134 592 137 152

Notes to the annual financial statements 2024 for the Parent Company

Note 1 Accounting Principles

The annual accounts have been drawn up in accordance with the Accounting Act (""regnskapsloven"") and prepared according to Norwegian accounting standards and recommendations for good accounting practice (""God regnskapsskikk (GRS)""). The annual accounts have been prepared with the assumption of continued operations, cf. Section 3-3a of the Accounting Act (regnskapsloven).

Sales revenue and operating costs

The parent company's operating income derives from the sale of management services to its own subsidiaries. The parent company's operating income is recognized in the income statement when it is earned (""opptjeningsprinsippet""), while operating expenses are recognized in the income statement in the same period as the income is earned (""sammenstillingsprinsippet""). Operating income related to reinvoicing is netted against the operating cost that is reinvoiced.

Cash flow statement

The parent company's cash flow statement has been prepared using the indirect method.

Pension

The parent company is obliged to have an occupational pension scheme in accordance with the Mandatory Occupational Pensions Act (""lov om obligatorisk tjenestepensjon""). The pension schemes in the Norwegian company satisfy the requirements of this act. Defined contribution pension schemes mean that no promise is made of a future pension of a given amount, but an annual contribution is paid to the employees' collective pension savings. The future pension will depend on the size of the subsidy and the annual return on the pension savings. The company has no further obligations related to the work input after the annual deposit has been paid. There is no provision for accrued pension obligations in such schemes. Defined contribution pension schemes are expensed directly and include all employees in the Norwegian company.

Main principles for assessment and classification of assets and liabilities

Fixed assets with a limited economic life are entered in the balance sheet at acquisition cost and are subject to scheduled depreciation. Share investments are classified as financial fixed assets and are booked at the lower of acquisition cost and fair value. Dividends received and other profit distributions from the subsidiaries are recognized as other financial income. Current assets are valued at the lower of acquisition cost and fair value.

Assets intended for permanent ownership or use are classified as fixed assets. Other assets are classified as current assets. Fixed assets are assessed at acquisition cost but written down to fair value when the decline in value is not expected to be temporary. Fixed assets with a limited economic life are depreciated linearly over their expected economic life. As of 31/12/2024, all assets were permanent property.

Accounts receivable and other receivables are entered at face value after deduction for provisions for expected losses. The provision for losses is made on the basis of an individual assessment of the individual claims.

The company's long-term and short-term liabilities are entered in the balance sheet at the nominal amount received at the time of establishment. The debt is not subject to upward/downward assessments as a result of interest rate changes. 1st year installments are classified as short-term debt.

Long-term shares

Long-term shares where Baltic Sea Properties does not have significant influence are entered in the balance sheet at acquisition cost. The investments are written down to fair value if the decline in value is not temporary. Received dividends and other profit distributions are recognized as other financial income.

Tax

Tax is expensed when it is incurred, i.e. the tax cost is linked to the accounting profit before tax. The tax cost consists of payable tax and changes in deferred tax. Deferred tax in the balance sheet is calculated on the basis of temporary differences between accounting and tax values. The reason for deferred tax is different accruals of the accounting and tax results.

Conversion of foreign currency

Assets and liabilities in foreign currency are converted to NOK at the exchange rate on the balance sheet date, while income and costs in foreign currency are converted to NOK at average exchange rate.

Transactions in foreign currency are converted to NOK using the transaction rate. Currency gains and losses arising from the payment of such transactions, and from the conversion of monetary items (assets and liabilities) in foreign currency at the end of the year at the exchange rate on the balance sheet date, is recognized in profit and loss.

The following exchange rates (NOK/EUR) have been used in the preparation of the accounts:

2024 2023
Exchange rate on balance sheet date 11.7950 11.2405
Average exchange rate 11.6276 11.4206

Investment in subsidiaries

Investment in subsidiaries Investments in subsidiaries are assessed in the company's financial statement according to the cost method. Investments are assessed at acquisition cost for the shares, unless impairments are founds necessary. Impairments to fair value are made when the decline in value is due to reasons that cannot be assumed to be temporary and must be considered necessary according to good accounting practice. Impairments are reversed when the basis for the impairment is no longer present. Dividends received from the subsidiaries are recognized as other financial income.

Note 2 Other operating income

The parent company booked other operating income consisting of invoices for management services issued to:

2024 2023
External clients - -
BSP Logistic Property UAB 804 682 809 206
BSP Logistic Property II UAB 1 103 532 1 109 736
BSP Logistic Property IV UAB 1 149 535 1 155 998
BSP Logistic Property V UAB 873 652 878 564
BSP Logistic Property VI UAB 427 619 430 023
BSP Logistic Property VII UAB 86 213 86 698
BSP Logistic Property VIII UAB 172 427 173 396
BSP Retail Properties I UAB 178 186 179 188
UAB Retail Properties V UAB 183 945 184 979
Sum 4 979 792 5 007 788

In 2024, the parent company invoiced subsidiaries for services according to set guidelines for the group and the arm's lenght principle.

Operating income from reinvoicing of expenses have been netted against their operating expense reinvoiced.

Note 3 Wages and social costs

The parent company's wages and social costs for the year were:

Wages/allowances
2024
2023
Wages 2 477 469 2 509 497
Bonuses 355 826 322 067
Board remuneration 1 050 000 950 000
Employer's tax ("Arbeidsgiveravgift") 639 970 628 220
Other social costs 219 608 204 044
Sum 4 742 872 4 613 828
Distribution of wages/allowances (excl. Employer's tax) 2024 2023
CEO of parent company (excl. bonus) 1 725 159 1 629 591
Bonuses (incl. CEO's bonus) 318 144 322 067
Chairman of the Board 300 000 300 000
Other board members 750 000 650 000
Other employees and contractors 1 009 600 1 083 950
Sum 4 102 903 3 985 608

Full-time equivalents employed: 1.8 2.0

No loans have been given to employees as of 31.12.2024 or 31.12.2023. No guarantees have been given on behalf of employees or members of the board. In 2024, the CEO received a total remuneration of NOK 2.1 million (ex. employer's tax) including bonus, of which NOK 89,300 are pension costs and NOK 62,952 other benefits. The CEO is entitled to 6 months' salary upon termination of employment.

The company is subject to the rules on mandatory occupational pensions ("obligatorisk tjenestepensjon").

Auditor 2024 2023
Statutory audit 1 069 196 748 371
Tax advisory 28 840 26 445
Other services - 104 046
Sum audit fees (ex. VAT reclaimed) 1 098 036 878 862

Note 4 Fixed assets

Office
machines
Other fixed
assets
Sum
20 051 755 100 775 151
- 499 260 499 260
- - -
-10 376 -244 141 -254 517
9 675 1 010 219 1 019 894

Note 5 Operating expenses

2024 2023
Audit fees 1 098 036 878 861
Financial and legal assistance 1 140 048 389 247
Office rent* 83 329 324 251
IT expenses 323 197 271 658
Shareholder registry, etc. 188 879 111 655
Travel expenses, etc. 368 848 262 628
Insurance 24 689 173 601
Other operating expenses 588 577 292 015
Sum other operating expenses 3 815 603 2 703 916

* Operating income from office sublease is netted against office rent expenses (2023: NOK 8,429).

Rhenus Logistics | BSP Park – Vilnius A4

Note 6 Subsidiaries

The main purpose of Baltic Sea Properties AS is to invest in companies in the Baltics which in turn invest in and develop properties for sale and rental, as well as management services for these.

Entity Ownership Office
location
Stake Booked equity
31.12
Profit/Loss
31.12
Loan to
subsidiary
31.12
Year's interest
income
Debt to
subsidiary
31.12
Year's interest
expense
Direct ownership:
BSP Asset Management Klaipėda UAB Direct Klaipėda,
Lithuania
100% -697 472 -1 580 081
BSP Holding LT UAB Direct Vilnius,
Lithuania
100% 19 631 146 264 671 232 255 587 10 317 079
BSP Asset Management UAB Direct Vilnius,
Lithuania
100% 3 375 236 -1 479 508
Indirect ownership (owned via BSP Holding LT UAB):
BSP Logistic Property UAB Indirect Vilnius,
Lithuania
100% 38 775 269 4 455 533
BSP Logistic Property II UAB Indirect Vilnius,
Lithuania
100% 105 944 743 6 626 071
BSP Logistic Property IV UAB Indirect Vilnius,
Lithuania
100% 123 003 373 18 246 987
BSP Logistic Property V UAB Indirect Vilnius,
Lithuania
100% 45 274 305 5 515 147
BSP Logistic Property VI UAB Indirect Vilnius,
Lithuania
100% 33 431 338 3 229 608
BSP Logistic Property VII UAB Indirect Vilnius,
Lithuania
100% 6 181 620 195 710
BSP Logistic Property VIII UAB Indirect Vilnius,
Lithuania
100% 59 286 758 2 279 014 -118 751
BSP Logistic Property IX UAB Indirect Vilnius,
Lithuania
100% -202 852 -33 262
BSP Industrial Property III UAB Indirect Vilnius,
Lithuania
100% -661 210 -177 495
BSP Industrial Property IV UAB Indirect Vilnius,
Lithuania
100% 2 218 641 -408 976
BSP Retail Properties I UAB Indirect Vilnius,
Lithuania
100% 96 665 281 4 550 613
BSP Retail Properties V UAB Indirect Vilnius,
Lithuania
100% 24 903 759 2 544 526
Klaipėdos Verslo Parkas UAB Indirect Klaipėda,
Lithuania
100% 32 775 916 3 093 258
Liepų Parkas UAB Indirect Klaipėda,
Lithuania
100% 18 405 906 10 323 472
Pastatų Vystymas UAB Indirect Klaipėda,
Lithuania
100% 106 648 335 12 812 849
Prekybos Centras Grandus UAB Indirect Klaipėda,
Lithuania
100% 55 491 247 4 135 136
SUM 770 451 341 74 593 273 232 255 587 10 317 079 -118 751 -

Book value in parent company of shares owned directly:

Acquisition
cost 01.01
Book value
01.01
Disposal Acquisition Year's
impairment (-)/
reversal prev.
imp. (+)
Book value
31.12
BSP Asset Management Klaipėda UAB (tidl. BNTP UAB) 4 452 751 4 452 751 - - -4 452 751 -
BSP Holding LT UAB 10 584 721 10 584 721 - - - 10 584 721
BSP Asset Management Vilnius UAB 24 445 24 445 - - - 24 445
SUM 15 061 917 15 061 917 - - -4 452 751 10 609 166

Note 7 Financial income & expenses

The parent company booked currency gains/losses consisting of:

2024 2023
Currency gains (+)/losses (-) from invoices and bank accounts in foreign currencies: 341 140 57 683
Currency gains (+)/losses (-) from loans in foreign currencies to/from subsidiaries: 9 885 139 8 413 401
Sum 10 226 279 9 723 510

The parent company received dividends from the following subsidiaries:

2024 2023
BSP Holding LT UAB - 2 892 143
Sum - 2 892 143

The parent company booked other financial expenses consisting of:

2024 2023
Refinancing fee to Ambolt Mezzanine Sub-Fund 808 300 -
Other financial expenses - 21 600
Sum 808 300 1 390 550

Note 8 Financial debt

Other
non-current
liabilities
Market value
interest hedging
contracts
Total This year's
interest expenses
Maturity Interest
rate p.a.
Mezzanine loan from Ambolt Mezzanine Sub-Fund 50 000 000 - 50 000 000 4 727 500 15/09/2027 9.30%
SUM 50 000 000 - 50 000 000 4 727 500

Mezzanine loan in 2024:

On 13 September 2024 Baltic Sea Properties AS and Ambolt Mezzanine Sub-Fund entered into an amendment agreement extending the 50 MNOK loan until 15 September 2027.

Specification of movements in mezzanine loans from Ambolt Mezzanine Sub-Fund (principal amount balance ex. accrued interest):

(Amounts in NOK)
2023 2024 2025e
Ingoing balance per 1.1. 50 000 000 50 000 000 50 000 000
Gearing/new project debt
Downpayments
Extraordinary downpayments
Outgoing balance per 31.12 50 000 000 50 000 000 50 000 000
Interest expenses 2 513 583 4 727 500 4 650 000
Extension fee 808 300 808 300

Total interest expenses 2 513 583 5 535 800 5 458 300

Note 9 Taxes

This year's tax expenses appear as follows: 2024 2023
Payable tax on year's profit - -
Change in deferred tax - -
Tax expenses on ordinary profit - -
Payable tax in the year's tax expenses appear as follows:
Ordinary profit before tax 7 391 953 14 042 737
Permanent differences 4 565 147 -2 865 773
Change in temporary differences -10 015 495 -8 063 932
Use of tax loss carry forward -1 941 605 -3 113 032
Basis of payable tax - -
Tax - -
Payable tax on the year's profit - -
Payable tax in the balance sheet appears as follows:
Payable tax on the year's profit - -
Sum payable tax - -

Specification of basis for deferred tax:

Differences that are settled: Change 2024 2023
Difference between accounting and tax value of
receivables
-9 979 497 26 343 833 16 364 336
Difference between accounting and tax value of other
fixed assets
-35 997 242 037 206 040
Accounting provisions for liabilities - - -
Tax loss carry forward -1 941 605 -67 319 273 -69 260 878
Sum -11 957 099 -40 733 402 -52 690 502
Deferred tax (+) / Deferred tax asset (-) -8 961 348 -11 591 910
Current tax rate 22% 22%

As it is uncertain whether the company will be able to make use of the deferred tax asset, the company has chosen not to book this.

Note 10 Equity

Share capital Own shares Share
premium
Retained
earnings
Sum
Equity 1.1.2024 668 823 -861 118 788 021 31 148 841 150 604 824
Dividend (distributed during the accounting year) -11 692 030 -11 692 030
Capital increase 200 785 95 243 372 - 95 444 156
This year's profit/loss 7 391 953 7 391 953
Equity 31.12.2024 869 608 -861 214 031 393 26 848 764 241 748 903

Note 11 Other accounts receivable

The parent company's other accounts receivable consisted of:

2024 2023
Prepayments to suppliers 56 137 -
Sum 56 137 -

Note 12 Cash and cash equivalents

2024 2023
Total bank deposit per 31.12 48 316 437 996 401
Of which restricted deposits related to employee tax deduction 134 592 137 152

Note 13 Share capital, shareholder information and ownership structure

The share capital per 31.12 consisted of the following share classes:

Number
of shares
Nominal value
per share
Book
value
Ordinary shares 8 696 077 0.10 869 608
Own shares 8 611 0.10 861

Ownership structure:

The 20 largest shareholders in the parent company per 31.12 were:

Ordinary shares Voting/ owner
ship stake
UAB Baltic Equity 3 316 700 38,1 %
CENTRALKIRKEN 1 098 260 12,6 %
NESTOR AS 413 207 4,8 %
AURIS AS 262 384 3,0 %
TRIVON AS 250 000 2,9 %
PIPPI INVEST AS 225 000 2,6 %
GAMBIT AS 193 204 2,2 %
EIENDOMSKAPITAL NORGE V AS 165 560 1,9 %
PASCAL HOLDING AS 103 703 1,2 %
LILLEBY, DAG HAAKON 100 000 1,1 %
OLAV HJORTESET AS 91 481 1,1 %
RIEVE KAPITAL AS 86 838 1,0 %
BRØDRENE HJORTESET AS 64 823 0,7 %
THOCA INVEST AS 60 000 0,7 %
ANDERSEN-GOTT, TORE 59 139 0,7 %
HJORTESET, OLAV 58 519 0,7 %
DUPUY, PASCAL FREDERIC 57 658 0,7 %
DUPUY, BERIT MYHRE 57 657 0,7 %
EGER, NICOLAI ANDREAS 56 600 0,7 %
BONAVISTA AS 52 628 0,6 %
Total number of shares held by the 20 largest shareholders 6 773 361 77,9%

Shares held by board of directors and senior executives as of 31.12:

Shareholders Represented by Role Ordinary shares
2024
Ordinary shares
2023
UAB Baltic Equity James Clarke Chairman 3 316 700 1 832 721
CENTRALKIRKEN Bjørn Bjøro Board member 1 098 260 1 098 260
AURIS AS Henrik Austgulen Board member 262 384 -
EIENDOMSKAPITAL NORGE V AS Bjørn Bjøro Board member 165 560 143 060
HOLSTEIN INVEST AS John Mosvold Board member 32 861 32 861
MOSVOLD, JOHN DAVID John Mosvold Board member 22 276 22 276
HAGEN, BERGER & AAS AS Lars C. Berger CEO 13 334 13 334
ARTHEN INVEST AS Lars C. Berger CEO 16 609 3 709

Shares acquired by the Board of Directors and senior executives in the 2024 private placement (May 2024)

In May 2024, the Company issued 1,781,395 new shares through a private placement, followed by an additional 226,450 shares in a subsequent offering in June 2024. Of the total shares subscribed in the private placement, UAB Baltic Equity — a company controlled by James Clarke, Chairman of the Board — acquired 1,448,979 shares, while Arthen Invest AS—a company controlled by Lars Christian Berger, CEO — acquired 11,836 shares. Additionally, Auris AS, a company controlled by Henrik Austgulen (who was not a board member of Baltic Sea Properties at the time), acquired 236,734 shares.

Note 14 Other current borrowings

The parent company's other current borrowings consisted of:

2024 2023
Payable dividends -465 711 422 920
Accrued holiday pay -284 764 255 830
Other accruals -20 349 250 000
Sum -770 824 928 750

Note 15 Transactions with related parties

BSP settled the remaining balance of the seller credit from Baltic Equity Group UAB and the other sellers of the Grandus Shopping Center during the second quarter of 2024. The outstanding balance at the beginning of 2024 was EUR 830 thousand, originating from the acquisition in May 2022.

(Please refer to Note 13 for details on the Board of Directors' and senior executives' subscription of shares in the private placement in May 2024.)

Note 16 Uncertain liabilities

In 2011, the tax authorities requested information from the parent company regarding previously deducted issue costs related to the balance sheet for 2006. The parent company was then able to reduce its carry forward loss by NOK 23,688,757. This was part of the issue/facilitation fee that was considered to be part of the investment and therefore not gave a tax deduction. Furthermore, the decision states that additional tax of 30% of the tax of NOK 23,688,757, a total of NOK 1,989,856, will be effected in the first year the company makes a tax profit. There is thus a contingent liability of NOK 1,989,856 for which there is no provision in the accounts as the company considers it less than 50% likely that it will make a tax profit. This assessment is based on the fact that the company's main source of income is dividends from subsidiaries, which are not subject to taxation.

Per 31.12.2024, the parent company had a deferred tax asset of MNOK 8.96 which the company has chosen to not book in its balance sheet as it not expects to come in a position of taxation where it will be able to make use of the tax asset.

Note 17 Russia's invasion of Ukraine

Russia's ongoing war in Ukraine, combined with uncertainty over the United States' long-term commitment to NATO, continues to shape the security and economic outlook for the Baltic region. The Baltic states' disconnection from the Russian electricity grid in early 2025 marked a significant step toward energy independence, but regional infrastructure and critical supply routes remain vulnerable to evolving security risks. While Lithuania remains firmly embedded in the EU and NATO, shifting geopolitical dynamics warrant continued close attention.

Despite these challenges, our operations remain stable, with no direct disruptions. In early 2025, we delivered the first phase of Liepų Parkas and secured a long-term lease with UAB Krasta Auto for a BMW dealership in Klaipėda, reflecting continued confidence in Lithuania's economy. While external uncertainties remain, we maintain a cautious and adaptive approach to ensure resilience in a changing environment.

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-

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Property portfolio Year-end 2024

  • Client mix
  • Investment strategy
  • Our development approach
  • Sustainability in development
  • BREEAM certification status
  • Investment projects
  • Development projects

Client mix

Distribution of 2025 rent income

Investment strategy

Investing in Baltic Sea Properties gives an investor exposure to highyielding, quality commercial real estate assets in the Baltic region.

We have a clear strategy for sustainable growth, ambitions to achieve economy of scale and believe the attractive yield spread to the Nordics will still enable both high cash yield returns and value growth potential.

Our overall goals and objectives are to:

01

Target an average annual net IRR (internal rate of return) of 10-15 %

02

Continually integrate leading sustainability & ESG principles

03

Monitor and investigate strategic M&A opportunities

04

Sustain a growing, high quality and balanced investment portfolio

05

Continually identify, balance, mitigate and manage risks

Our development approach

Sustainability in development

Building for the future — a holistic approach to new developments.

We are working actively with both building- and system-optimising solutions to improve the sustainability and reduce the carbon emission footprint of our operations.

We focus on the long-term longevity of our buildings and optimising our strategic locations. That is why we always design the buildings in our new developments to be durable for the long-term, focusing on high-quality material and solutions which offer building flexibility and adaptability for business and operational changes, different clients, and lease cycles over its lifespan.

We believe transition of the sustainability and quality in the operations should be imbedded in the development of buildings, also for industrial and logistics. Hence, at an early stage in the process in our built-to-suit developments, we offer a variety of sustainability solutions to our clients, including but not limited to:

BREEAM In-Use "Very Good" certification as a minimum

Efficiency-focused designs, emphasising longevity and flexibility for future adaptions

Solar panels, geothermal heating and heat pumps

Waste, recycling and smart water systems

Internal and external LED-lighting in all buildings

DPD - Telšiai BREEAM In-Use: "Excellent"

Rhenus terminal BREEAM In-Use: "Very good"

BSP Park - Vilnius A4 | Logistics

Client: Rhenus Logistics GLA: 18 226 m2 Expansion project: 17 255 m2

Location: Highway A4, Vilnius, Lithuania

The property was finalised in June 2017 and further expanded in 2020. It is currently leased by UAB Rhenus Logistics, a subsidiary of the Rhenus Group. We have agreed on an expansion project of 17 255 m2 . Upon completion the logistics terminal will be approx. 35 600 m2 .

The Rhenus Group is one of Europe's biggest transportation groups, and UAB Rhenus Logistics covers the group's operations in the Baltics and part of the East European network.

1 Originally Q2/Q3 2025.

BSP Park - Vilnius A3 | Logistics

GLA: 21 929 m2

Client: Vingės Terminalas Location: Highway A3, Vilnius, Lithuania

The property is strategically located along the highway between Vilnius og Minsk in Belarus.

Vingės Terminalas is a local logistics company within the the Vingės Logistics Group, operating within export, transit, order processing and goods transport. The company has a wide spectre of clients in Europe and CEE.

BSP Park - Vilnius East | Logistics

GLA: 17 149 m2

Client: Girteka Logistics Location: Highway A3, Vilnius, Lithuania

The property is leased by Girteka Logistics, one of Europe's leading transportation companies, strategically located by Vilnius International Airport.

The property has a land area of 42 907 m2 with 11 458 m2 storage, 2 014 m2 frozen storage, 3 348 m2 cold storage and 1 134 m2 office.

BSP Park - Vilnius West | Logistics

Client: Delamode Baltics
GLA: 13 205 m2

Client: Delamode Baltics Location: Highway A1, Vilnius, Lithuania

The property was finalised in August 2020 and is currently leased by Delamode Baltics, a dynamic supplier of freight forwarding-solutions to the global market.

In July 2021, BSP signed an agreement with Delamode to expand the facility. The expansion project (apx. 4 780 m2 ) was completed in September 2022.

BSP Park - Vilnius A1 | Logistics

Client: Oribalt GLA: 9 625 m2

Location: Highway A1, Vilnius, Lithuania

The property was finalised in August 2020 and is currently leased by Oribalt. An expansion area of apx. 2 800 m2 was handed over to the client in 2023.

Oribalt offers a wide spectre of logistics solutions for pharmaceutical producers, including storage, distribution, transportation and direct delivery.

Small frame | Terminal after expansion

Klaipėda Business Park (KVP) | Business park

Clients:
Location:
Multiple (27)
Klaipėda, Lithuania
GLA: 23 990 m2

Clients: Multiple (27) Location: Klaipėda, Lithuania

Klaipėda Business Park (KVP) offers its tenants industrial, commercial and office spaces within the Free Economic Zone of Klaipėda.

BSP Retail I & II | Commercial

Location: Lithuania GLA: 4 358 m2

Main clients: Maxima/Multi-tenant

BSP Park Šiauliai FEZ & BSP Park Telšiai | Logistics

Client: DPD GLA: 4 141 m2

Location: BSP Park Šiauliai FEZ & BSP Park Telšiai

In October 2022 we delivered two new terminals to DPD, one of the world's largest distribution operators, and the official opening ceremony was held on the 18th of November.

Grandus Shopping Center | Commercial

Clients:
Location:
Multiple
Klaipėda, Lithuania
GLA: 11 437 m2

Location: Klaipėda, Lithuania

Grandus is a neighborhood shopping center located along one of the main access road to the center of Klaipėda. The center is located in the immediate vicinity of a larger residential area that ensures good access to visitors every day.

Development projects | In progress

BSP Park – Vilnius A4

GLA: 17 255 m2

Client: Rhenus Logistics Type: Expansion project Location: Metelių str. 12, Vilnius

Liepų Parkas

Clients: ESO (Ignitis Grupe) Type: Retail/business park Location: Liepų str. 80, Klaipėda Size: 3.6 hectare Handover (1st stage): January 2025

In January 2025, we officially handed over the first building in the park to ESO, a subsidiary of the public listed energy company Ignitis Group.

Stay tuned for news on the developments for the remaining three stages!

Available land | For development

Project: BSP Park – Vilnius A1 Type: Land plot for development Location: Maišinės vil. 1C, LT-21401 Trakai region Size: 6.9 hectare Zoning: Commercial

6.9 hectare strategically located by the A1 Highway to Vilnius, next to our Oribalt terminal.

Small frame | Concept visualisation

Available land | For development

Project: Klaipėda Business Park – Stage 4 Type: Land plot for development Location: Pramones str. 8A, Klaipėda Size: 2.2 hectare Zoning: Commercial

2.2 hectare development land adjacent to our existing business park in Klaipėda, within the Free Economic Zone. The expansion of the business park can be up to 16,000 m2 GLA.

Contact

Lars Christian Berger

CEO +47 930 94 319 [email protected]

Sigitas Jautakis

Director, Vilnius +370 652 47 287 [email protected]

James Andrew Clarke

Chairman & CIO +370 612 37 515 [email protected]

Rolandas Jonuška

Director, Klaipėda +370 618 87 270 [email protected]

www.balticsea.no

Oslo Tollbugata 8A 0152 Oslo Norway

Klaipėda Pramones str. 8A LT-94102 Klaipėda Lithuania

Vilnius Didzioiji str. 10A-29 LT-01128 Vilnius Lithuania

Visit BalticSea.no for our latest news & updates

94

Euronext Growth Oslo

Baltic Sea Properties AS has since 2017 been listed for trading on Merkur Market/Euronext Growth Oslo, a MTF under Oslo Stock Exchange.

Since Euronext's acquisition of Oslo Stock Exchange in June 2019, trading at Euronext Growth Oslo has been migrated to Euronext's trading system Optiq. The trading system gives all trading on Euronext marketplaces in Europe access to trading on the marketplaces under Oslo Stock Exchange. Pricing data is available on live.euronext.com were trades are updateed in real-time.

Euronext Growth Oslo is subject to Euronext's rulebook regime.

For more information, please refer to the following links:

English: https://www.oslobors.no/ob_eng/Oslo-Boers/ About-Oslo-Boers/Web-pages-has-been-moved-to-Euronext

Norwegian: https://www.oslobors.no/Oslo-Boers/Om-Oslo-Boers/Nettsider-flyttes-til-Euronext

Useful info:

As Baltic Sea Properties (ticker: BALT) is listed for trading on Euronext Growth Oslo, the share may be traded through different channels. You may for instance place purchase or sales orders on different online trading platforms.

Contact your custodian, stock broker or bank for more information.

Appendix 1

Reconciliation of APM's*

* Alternative Performance Measures

  • IFPM & EBITDA
  • Loan-to-Value ratio (LTV)
  • Net Asset Value (NAV)
  • Interest Coverage Ratio (ICR)

IFPM & EBITDA

Reconciliation

Reconciliation with IFRS figures
(TNOK) 31 December
2024
31 December
2023
Source
Rental income 96 413 91 286 Consolidated Profit/Loss
Statement
Other income 785 754 Consolidated Profit/Loss
Statement
Payroll and related costs -17 457 -15 487 Consolidated Profit/Loss
Statement
Other operating expenses -9 280 -9 639 Consolidated Profit/Loss
Statement
EBITDA 70 461 66 914
Financial income 688 311 Consolidated Profit/Loss
Statement
Financial expenses -42 827 -33 892 Consolidated Profit/Loss
Statement
IFPM 28 322 33 334

Loan-to-Value ratio (LTV)

Reconciliation

Reconciliation with IFRS figures
(TNOK) 31 December
2024
31 December
2023
Source
Interest-bearing liabilities (non-current) 657 058 616 955 Consolidated statement of financial position
Interest-bearing liabilities (current) 30 433 37 460 Consolidated statement of financial position
Other adjustments1 14 327 924 Internal calculation
Net nominal interest-bearing debt 701 818 655 338
Cash 80 990 40 888 Consolidated statement of financial position
Net nominal interest-bearing debt - Cash 620 829 614 450
Investment property 1 345 746 1 150 216 Consolidated statement of financial position
- IFRS adjustments (periodisation & amortisation) -29 624 -28 876 Internal calculation / Note 4 of annual report
Fair value of investment property 1 316 121 1 121 340
LTV 53.32% 58.44%
Net LTV 47.17% 54.80%

1 Interest-bearing debt per 31.12.2024 here includes MEUR 1.2 in construction cost which in the annual accounts are presented as debt to suppliers but will be financed with bank loan.

Net Asset Value (NAV)

Reconciliation

Reconciliation with IFRS figures
31 December
2024
31 December
2023
Source
Total equity (TNOK) 615 340 450 061 Consolidated statement
of financial position
+ Deferred tax liabilities (TNOK) 65 277 48 518 Consolidated statement
of financial position
- Deferred tax according to BSP original NAV definition (TNOK) -50 589 -38 109 (See description on
cited page)
Net Asset Value (TNOK) 630 028 460 470
Number of issued shares (excl. own shares) 8 687 466 6 679 622 VPS
NAV per share* 72.52 68.95

* In late June 2024, the company issued 1,781,394 new shares in a direct share issue at NOK 49 per share. Additionally, in July, BSP issued another 226,450 shares in a repair issue. Due to the lower subscription price of the newly issued shares compared to the existing NAV per share, the NAV per share has been diluted.

Interest Coverage Ratio (ICR)

Reconciliation

Reconciliation with IFRS figures
(TNOK) 31 December
2024
31 December
2023
Source
EBITDA (Group) 70 461 66 914 Own calculaltions
Interest income -688 -311
Interest expenses payable (incl. hedge effect) 41 166 32 260
Other adjustments - -
Net interest expenses 40 478 31 949
ICR (Group) 1.74 2.09

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