Nordic Shipholding

Annual Report (ESEF) • Mar 22, 2023

Untitled NORDIC SHIPHOLDING NORDIC SHIPHOLDING A/S in liquidation ANNUAL REPORT 2022 CVR-no.: 76351716 Address of Nordic Shipholding A/S in liquidation c/o Gorrissen Federspiel, Axel Towers, Axeltorv 2, DK-1609 Copenhagen, Denmark Website: www.nordicshipholding.com Registered office: Copenhagen, Denmark Date of adoption of Annual Report 2022 by the General Assembly: 19 April 2023 Name of conductor Signature of conductor Contents Management's Review 2022 in brief 1 Group Key Figures 2018-2022 2 Outlook for 2023 3 Financial Review 2022 4 Statutory Corporate Governance Statement 7 Internal Control 8 Corporate Social Responsibility (CSR) and Data Ethics 9 Shareholders Information 10 Management 12 Liquidator’s Statement 13 Independent Auditor’s Report 14 Financial Statements 18 List of Notes 23 Definitions and calculation formulas 38 1 2022 in brief • The decision has been taken to solvently liquidate the Company and the Group in December 2022 subsequent to disposal of the remaining vessels, Nordic Anne, Nordic Agnetha and Nordic Amy, to their new owners in February 2022, March 2022 and April 2022, respectively. The Group’s and the Company’s results are affected by the disposal of the remaining activities and the ongoing liquidation. • Please refer to Interim Report H1 2022 announced on 24 August 2022 for the discussion on the prior activities of the Company. In H2 2022, the financial result was affected by administration costs and adjustments related to the prior activities of the Group. • With the commitment and continual support from the majority shareholder of Nordic Shipholding A/S, Nordic Maritime S.à r.l., the Board of Directors called for an Extraordinary General Meeting (‘EGM’) on 23 December 2022 to initiate a voluntary solvent liquidation of the Company. No distribution of funds to the shareholders is anticipated upon completion of the liquidation. • To enable the liquidation to be solvent, the majority shareholder has agreed to waive the necessary part of its loan to the Group. It is expected that the aggregate cash balance of Nordic Shipholding A/S and its subsidiaries is sufficient to cover the estimated liquidation expenses and settlement of all creditors other than the main shareholder loan. Any excess funds will be used to repay the shareholder loan whereafter it has been agreed with the majority shareholder to waive the remaining debt at that point in time. It is expected that the liquidation will be finalised by the end of 2023. • As a consequence of the resolution passed during the EGM on 23 December 2022 to liquidate the Company by voluntary solvent liquidation, the Board of Directors and the Executive Board resigned, the Company's name was changed to "Nordic Shipholding A/S in liquidation", and the Company's signature rule was changed to "The Company shall be bound by the signature of the liquidator". In addition, Miss Louise Celia Korpela, Gorrissen Federspiel Advokatpartnerselskab, was appointed as liquidator. For the purpose of this report, references to ‘Nordic Shipholding A/S’ also refer to ‘Nordic Shipholding A/S in liquidation’. • So far, the liquidation is proceeding as planned. 2 Group Key Figures 2018-2022 Amounts in USD thousand 2022 2021 2020 2019 2018 Income statement Revenue 5,855 21,519 42,319 36,119 32,787 2,908 10,380 27,766 22,498 19,173 EBITDA (82) 42 13,942 6,840 2,036 Operating result (EBIT) 154 (3,899) (12,551) 1,312 (17,801) Net financials 2,643 (1,864) (3,900) (5,208) (5,971) Result after tax 2,797 (5,763) (16,451) (3,906) (23,772) Comprehensive income 2,797 (5,763) (16,451) (3,906) (23,772) Balance sheet and cashflow data Invested capital 128 3,114 56,714 85,702 89,605 Net working capital (NWC) 128 3,114 3,623 6,191 5,509 Equity (11,515) (14,312) (8,549) 7,902 11,808 Balance sheet total 4,912 44,011 66,510 98,053 103,887 - - 73 6,220 974 Net interest bearing debt - 39,926 53,652 67,363 68,505 Cash flow from operating activities 3,027 (711) 14,766 3,204 (2,738) Cash flow for the year 1,949 (2,848) (139) (3,071) 5,288 Financial Ratios EBITDA margin (%) -1.4% 0.2% 32.9% 18.9% 6.2% Net result margin (%) 47.8% -26.8% -38.9% -10.8% -72.5% Equity ratio (%) -234.4% -32.5% -12.9% 8.1% 11.4% Net working capital/revenue 27.7% 15.7% 11.6% 16.2% 15.5% Key figures per share Earnings/(loss) per share USD 0.01 (0.01) (0.04) (0.01) (0.06) Market price per share DKK, year end 0.06 0.09 0.34 0.54 0.37 Market price per share USD, year end 0.01 0.01 0.06 0.08 0.06 Exchange rate USD/DKK, year end 6.95 6.54 6.09 6.66 6.51 Average number of full time employees 1 1 1 1 1 Number of shares, year end 406,158,403 406,158,403 406,158,403 406,158,403 406,158,403 Time charter equivalent revenue (TCE revenue) Investments in plant and equipment 3 Outlook for 2023 With the decision to liquidate the Company and the Group in December 2022, the Liquidator will liquidate the Company and its subsidiaries, which is expected to be finalised by the end of 2023. All creditors and liquidation costs will be covered by the current cash held by the Company and the Group, and the solvent liquidation is ensured with the waiver of the majority shareholder loan until all expenses and creditors are covered. No distribution of funds to the shareholders is anticipated upon completion of the liquidation. 4 Financial Review 2022 Financial highlights of the Group in 2022 (2021 figures in brackets) Including a reversal of impairment losses on assets held-for-sale of USD 0.2 million in 2022 (net impairment losses of USD 2.3 million) and an one-off recognition of finance income, the Group incurred a net profit of USD 2.8 million in 2022 compared to a loss after tax of USD 5.8 million in 2021. Revenue generated in 2022 was USD 5.9 million (USD 21.5 million), resulted in a TCE revenue of USD 2.9 million (USD 10.4 million). EBITDA (earnings before depreciation, impairment, amortisation, interest and tax) amounted to negative USD 82 thousands (USD 42 thousands) and after accounting for depreciation and impairment, the Group made a net operating profit of USD 0.2 million (operating loss of USD 3.9 million). • Revenue Revenue generated by the vessels in 2022 totalled USD 5.9 million (USD 21.5 million). The loss of earnings resulting from the sale of the remaining three vessels largely contributed to the decline in TCE revenue in 2022. After deduction of voyage expenses, the Group earned TCE revenue of USD 2.9 million (USD 10.4 million) in 2022. • Voyage expenses The decline in voyage expenses was in tandem with the loss of earnings from the sale of the remaining three vessels. • Operating Costs Expenses related to the operation of the vessels fell to USD 1.8 million (USD 9.0 million) mainly due to the sale of the remaining three vessels. Staff costs amounted to USD 0.2 million (USD 0.3 million) while other external costs decreased marginally to USD 1.2 million (USD 1.3 million). • Depreciation and write-downs A total depreciation of USD NIL (USD 1.6 million) was charged on the Group’s vessels and no depreciation was recognised in 2022 due to the classification of the remaining three vessels, Nordic Anne, Nordic Agnetha and Nordic Amy, as assets held-for-sale in June 2021. The Group recognised a reversal of previously recognised write-downs on assets held-for-sale of USD 0.2 million in 2022 as certain actual incremental expenses relating to the sale of vessels were lower than estimated. In 2021, net impairment losses of USD 2.3 million consist of (i) USD 4.5 million arising from the classification of Nordic Anne, Nordic Agnetha and Nordic Amy as assets held-for-sale in June 2021, (ii) additional incremental sale expenses recognised in relation to Nordic Hanne and Nordic Pia of USD 0.4 million and (iii) a reversal of USD 2.6 million on assets held-for- sale as the aggregate gross sale price less estimated incremental sale expenses exceeds the aggregate carrying value of Nordic Anne, Nordic Agnetha and Nordic Amy. 5 • Financial income and expenses Finance expenses decreased to USD 1.3 million (USD 3.2 million) due mainly to the settlement of the outstanding external bank loans following the sale of the vessels. An one-off finance income of USD 4.0 million (USD 1.4 million) representing the reduction of certain loan interest amounting to USD 3.9 million (USD 1.4 million) was recognised in 2022. • Tax The Company’s tax payment is primarily calculated according to the rules and regulations in Denmark. The Singapore Income Tax Act is applied for the Singapore-incorporated vessel- owning entities. For further information, please refer to Note 7 in the financial statements. • Assets At 31 December 2022, the Group’s balance sheet totalled USD 4.9 million (USD 44.0 million) comprising mainly of receivables and cash. Receivables amounted to USD 0.4 million as at 31 December 2022 (USD 4.5 million). The decrease was primarily due to the partial refund of pool working capital from the pools. As at 31 December 2022, the Group’s cash balance was USD 4.5 million (USD 2.5 million), after applying the net sale proceeds towards repayment of bank loans and the partial refund of pool working capital during the financial year. • Equity Equity improved to negative USD 11.5 million (negative USD 14.3 million) due to the net profit after tax of USD 2.8 million (net loss after tax of USD 5.8 million) recognised in 2022. • Liabilities Total liabilities amounted to USD 16.4 million (USD 58.3 million). The Group’s interest- bearing bank loans, including accrued interest, amounted to USD NIL (USD 42.5 million) as the external bank loans were fully settled in April 2022. The decrease in the Group’s interest- bearing bank loans was due to the (i) loan repayments via net proceeds from the sale of Nordic Anne, Nordic Agnetha and Nordic Amy, internal cash and utilisation of USD 2.3 million under the banker’s guarantee issued by the majority shareholder of the Company to the lenders, (ii) reduction of certain loan interest amounting to USD 3.9 million, offset by (iii) accrual of loan interest. Loans due to majority shareholder increased by USD 3.3 million to USD 16.1 million (USD 12.8 million) due to the (i) interest accrued on the interest-bearing USD 9.0 million (USD 9.0 million) loans extended to the Group by the majority shareholder in 2018, (ii) the finance charge accrued on the USD 3.85 million Banker’s Guarantee provided by the majority shareholder as additional security to the lenders in Q1 2018 and (iii) utilisation of USD 2.3 million under the Banker’s Guarantee for loan repayment to the lenders. Trade payables amounted to USD 0.3 million at 31 December 2022 (USD 3.0 million). The decrease was primarily due to the reduced number of vessels deployed in the various pools. • Cash flows Cash flow from operations amounted to USD 3.0 million (negative USD 0.7 million) mainly from the partial refund of pool working capital from the pool. 6 Cash flow from investing activities amounted to USD 35.3 million (USD 14.2 million) due to the sale of Nordic Anne, Nordic Agnetha and Nordic Amy (sale of Nordic Hanne and Nordic Pia). In 2022, cash flow from financing activities amounted to -USD 36.4 million (-USD 16.4 million) due to loan repayments via the net proceeds from the sale of Nordic Anne, Nordic Agnetha and Nordic Amy, internal cash and utilisation of USD 2.3 million under the banker’s guarantee issued by the majority shareholder of the Company to the lenders. Cash flows for the year thus amounted to USD 1.9 million (USD -2.8 million), bringing the cash balance at year end to USD 4.5 million (USD 2.5 million). Financial highlights of the Company (Parent) in 2022 (2021 figures in brackets) The Company recognised a profit after tax of USD 2.8 million in 2022 (loss after tax of USD 5.8 million). The Company recognised a (i) net impairment loss of USD 0.3 million (impairment loss of USD 3.8 million) on its investment in subsidiaries and (ii) provision on amount payable to subsidiaries of USD 4.9 million. As a result, the Company’s equity improved to negative USD 11.5 million (negative USD 14.3 million). At 31 December 2022, the Company’s total assets amounted to USD 0.6 million (USD 0.1 million) due to write-back of impairment loss for its investment in certain subsidiaries. The Company’s total liabilities amounted to USD 12.1 million (USD 14.4 million) due to (i) interest accrued on the shareholder’s loan extended by the majority shareholder of the Company and (ii) additional provision for negative equity in certain subsidiaries, offset by reduction in payables to subsidiaries. 7 Statutory Corporate Governance Statement This statutory corporate governance statement covers the financial period 1 January to 31 December 2022. Corporate Governance Section 107b of the Danish Financial Statements Act requires Nordic Shipholding A/S to prepare a statement on corporate governance (The Danish Recommendations on Corporate Governance of December 2, 2020) for the 2022 financial year. As the Company and the Group are in solvent liquidation, the Liquidator is responsible for the daily management of the Company and the Group activities until the solvent liquidation has been finalised. Consequently, the Danish corporate governance requirements for Danish listed companies are not considered relevant for Nordic Shipholding A/S in liquidation, hence the Company has decided not to apply the recommendations. Composition of the Board of Directors The Company’s Board of Directors and the Executive Board have been replaced by the Liquidator in connection with the decision to solvently liquidate the Company and the Group in December 2022. Report on the Gender Distribution in Management, cf. Section 99b of the Danish Financial Statements Act With the decision to solvently liquidate the Company and the Group in December 2022, the Liquidator does not find it relevant to establish any policies or targets concerning Section 99b of the Danish Financial Statements Act. Board Committees, including assessment of the performance of the Board of Directors and management With the decision to solvently liquidate the Company and the Group in December 2022, the Liquidator does not find this relevant. Whistle-blower This is not considered relevant as the Company and the Group are under solvent liquidation. 8 Internal Control Control environment Due to the liquidation, the Company and the Group are managed by the Liquidator, thus the internal control activities are limited. 9 Corporate Social Responsibility (CSR) and Data Ethics With the decision to solvently liquidate the Company and the Group in December 2022, the Liquidator does not find it relevant to establish any policies or targets concerning Corporate Social Responsibility and Data Ethics in accordance with the Danish Financial Statement Act Section 99a and 99d. 10 Shareholders Information Share data at 31 December 2022 Listed on: NASDAQ Copenhagen Share capital: DKK 40,615,840 Nominal value: DKK 0.1 Shares issued: 406,158,403 shares Shares trading on NASDAQ Copenhagen: 406,158,403 shares (Security ID code: DK0060083996) Share classes: One Votes per share: One Bearer share: Yes Restriction on voting rights: No Restricted negotiability: No For further corporate information please see www.nordicshipholding.com Movements in the Company’s share price at 31 December 2022 The closing price at year-end 2022 was DKK 0.06, a decrease of 33% compared with year-end 2021 (DKK 0.09). 0 0.05 0.1 0.15 0.2 Jan/22 Apr/22 Jul/22 Oct/22 Nordic Shipholding share price 2022 11 Shareholder structure At 31 December 2022, Nordic Shipholding A/S had 3,663 registered shareholders. On 31 December 2022, the following shareholders held more than or equal to 5% of the share capital and voting rights: ▪ Nordic Maritime S.à r.l., Luxemburg – 76.03% ▪ Nordea Danmark, Filial af Nordea Bank ABP, Finland – 11.03% Treasury shares At year-end 2022, Nordic Shipholding A/S held 24,000 treasury shares, corresponding to DKK 2,400 and equivalent to 0.01% of the share capital. Financial calendar 2023 Annual Report 2022 22 March 2023 General Assembly 19 April 2023 H1 interim report 2023 23 August 2023 12 Management The Liquidator The Company is in solvent liquidation and is managed by the Liquidator Louise Celia Korpela from Gorrissen Federspiel Advokatpartnerselskab. 13 Liquidator’s Statement I have today considered and approved the Annual Report of Nordic Shipholding A/S in liquidation for the financial year 1 January – 31 December 2022. The annual report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements in the Danish Financial Statements Act. In my opinion, the consolidated financial statements and the Company’s financial statements give a true and fair view of the Group’s and the Company’s financial position at 31 December 2022 and of their financial performance and their cash flows for the financial year 1 January – 31 December 2022. Furthermore, in my opinion, the Management’s review (page 1 – 12) gives a true and fair review of the development in the Group’s and the Company’s operations and financial matters, the results of the Group and the Company for the year and the financial position as a whole, and describes the significant risks and uncertainties facing the Group and the Company. In my opinion, the annual report of Nordic Shipholding A/S in liquidation for the financial year 1 January to 31 December 2022 with the file name NSH-2022-12-31-en.zip is prepared, in all material respects, in compliance with the ESEF Regulation. I recommend that the annual report be adopted at the General Assembly. Copenhagen, 22 March 2023 Louise Celia Korpela The Liquidator 14 Independent Auditor’s Report To the shareholders of Nordic Shipholding A/S in liquidation Report on the audit of the financial statements Our opinion In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the Group’s and the Parent Company’s financial position at 31 December 2022 and of the results of the Group’s and the Parent Company’s operations and cash flows for the financial year 1 January to 31 December 2022 in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. Our opinion is consistent with our Auditor’s Long-form Report to the Liquidator. What we have audited The Consolidated Financial Statements and Parent Company Financial Statements of Nordic Shipholding A/S for the financial year 1 January to 31 December 2022 comprise statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes, including summary of accounting policies for the Group as well as for the Parent Company. Collectively referred to as the “Financial Statements“. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. To the best of our knowledge and belief, prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014 were not provided. Appointment We were first appointed auditors Nordic Shipholding A/S on 20 April 2012 for the financial year 2012. We have been reappointed annually by shareholder resolution for a total period of uninterrupted engagement of eleven years including the financial year 2022. We were reappointed following a tendering procedure at the General Meeting on 26 April 2022. Emphasis of matter - Solvent liquidation basis of the Company and the Group The Liquidator is in the process of a solvent liquidation of the Company and the Group. As stated in Note 0, the solvent liquidation of the Company and the Group is ensured by the waiver of the majority shareholder’s loans to the Group until all creditors and liquidation expenses are covered. The liquidator expects the current cash balance in the Group to be sufficient to cover all the estimated liquidation expenses and thereby ensuring the basis for a solvent liquidation of the Company and the Group. Our opinions are not modified in respect of this matter. 15 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for 2022. Except for the matter described in the section Emphasis of matter - Solvent liquidation basis for the Company and the Group, we have determined that there are no other key audit matters to communicate in our report. Statement on Management’s Review The Liquidator is responsible for the Management’s Review. Our opinion on the Financial Statements does not cover the Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read Management’s review and, in doing so, consider whether the Management’s review is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Moreover, we considered whether Management’s Review includes the disclosures required by the Danish Financial Statements Act. Based on the work we have performed, in our view, the Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in the Management’s Review. Liquidator’s responsibilities for the financial statements The Liquidator is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act, and for such internal control as the Liquidator determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, the Liquidator is responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting policies taking into account, the liquidation in progress. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from 16 error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Liquidator. • Conclude on the appropriateness of the Liquidator’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. Report on compliance with the ESEF Regulation As part of our audit of the financial statements we performed procedures to express an opinion on whether the annual report of Nordic Shipholding A/S for the financial year 1 January to 31 December 2022 with the filename NSH-2022-12-31-en.zip is prepared, in all material respects, in compliance with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the Consolidated Financial Statements including notes. The Liquidator is responsible for preparing an annual report that complies with the ESEF Regulation. This responsibility includes: • The preparing of the Annual Report in XHTML format; • The selection and application of appropriate iXBRL tags, including extensions to the ESEF taxonomy and the anchoring thereof to elements in the taxonomy, for all financial information required to be tagged using judgement where necessary; 17 • Ensuring consistency between iXBRL tagged data and the Consolidated Financial Statements presented in human-readable format; and • For such internal control as Management determines necessary to enable the preparation of an annual report that is compliant with the ESEF Regulation. Our responsibility is to obtain reasonable assurance on whether the annual report is prepared, in all material respects, in compliance with the ESEF Regulation based on the evidence we have obtained, and to issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor’s judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. The procedures include: • Testing whether the Annual Report is prepared in XHTML format; • Obtaining an understanding of the Company’s iXBRL tagging process and of internal control over the tagging process; • Evaluating the completeness of the iXBRL tagging of the Consolidated Financial Statements including notes; • Evaluating the appropriateness of the Company’s use of iXBRL elements selected from the ESEF taxonomy and the creation of extension elements where no suitable element in the ESEF taxonomy has been identified; • Evaluating the use of anchoring of extension elements to elements in the ESEF taxonomy; and • Reconciling the iXBRL tagged data with the audited Consolidated Financial Statements including notes. In our opinion, the Annual Report of Nordic Shipholding A/S for the financial year 1 January to 31 December 2022 with the file name NSH-2022-12-31-en.zip is prepared, in all material respects, in compliance with the ESEF Regulation. Hellerup, 22 March 2023 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR no 3377 1231 Bo Schou-Jacobsen Jacob Brinch State Authorised Public Accountant State Authorised Public Accountant mne28703 mne35447 18 Note Amounts in USD thousand 2022 2021 2022 2021 Total revenue - - 5,855 21,519 Voyage related expenses - - (2,947) (11,139) Time charter equivalent revenue (TCE revenue) - - 2,908 10,380 Other income - - 215 292 Expenses related to the operation of vessels - - (1,829) (8,978) 2 Staff costs (215) (303) (215) (303) 3 Other external costs (953) (1,050) (1,161) (1,349) Earnings before depreciation (EBITDA) (1,168) (1,353) (82) 42 Depreciation - - - (1,601) Write-down on vessels - - - (4,496) Write-back on asset held-for-sale - - 236 2,156 Operating result (EBIT) (1,168) (1,353) 154 (3,899) 4 Write-down on investments, net (328) (3,816) - - 5 Financial income 4,932 - 3,991 1,380 6 Financial expenses (639) (594) (1,348) (3,244) Result before tax 2,797 (5,763) 2,797 (5,763) 7 Tax on result - - - - Result after tax 2,797 (5,763) 2,797 (5,763) Total comprehensive income 2,797 (5,763) 2,797 (5,763) 8 Earnings per share (EPS) (USD) 0.01 (0.01) Diluted earnings per share (USD) 0.01 (0.01) Financial Statements Statement of comprehensive income for the period 1 January - 31 December Company Group 19 For information about treasury shares and share capital, please refer to Note 16. Note Amounts in USD thousand 2022 2021 2022 2021 Non-current assets Vessels and docking - - - - Tangible assets - - - - 9 Investment in subsidiaries - - - - Financial assets - - - - Total non-current assets - - - - Current assets Bunkers - - - 1,624 10 Trade receivables - - 219 3,564 11 Other receivables 23 44 204 949 Total bunkers and receivables 23 44 423 6,137 12 Cash & cash equivalents 43 82 4,489 2,540 9 Investment in subsidiaries 539 - - - Asset held-for-sale - - - 35,334 Total current assets 605 126 4,912 44,011 Total assets 605 126 4,912 44,011 Equity 16 Share capital 7,437 7,437 7,437 7,437 Retained earnings (18,952) (21,749) (18,952) (21,749) Equity, parent company (11,515) (14,312) (11,515) (14,312) Equity, non-controlling interests - - - - Total equity (11,515) (14,312) (11,515) (14,312) Liabilities Finance loans, etc. - - - 42,466 13 Loans from majority shareholder 8,284 7,645 16,093 12,795 14 Trade payables 180 147 295 3,023 Payables to subsidiaries - 3,857 - - 15 Provision for negative equity in subsidiaries 3,619 2,752 - - Corporation tax 37 37 39 39 Total current liabilities 12,120 14,438 16,427 58,323 Total liabilities 12,120 14,438 16,427 58,323 Liabilities and equity 605 126 4,912 44,011 Company Group Statement of financial position 20 Amounts in USD thousand Share capital Retained earnings Total equity Shareholders' equity at 1 January 2022 7,437 (21,749) (14,312) Result for the year - 2,797 2,797 Total comprehensive income - 2,797 2,797 Shareholders' equity at 31 December 2022 7,437 (18,952) (11,515) Shareholders' equity at 1 January 2021 7,437 (15,986) (8,549) Result for the year - (5,763) (5,763) Total comprehensive income - (5,763) (5,763) Shareholders' equity at 31 December 2021 7,437 (21,749) (14,312) Statement of changes in equity - Company Amounts in USD thousand Share capital Retained earnings Equity parent company Equity group Shareholders' equity at 1 January 2022 7,437 (21,749) (14,312) (14,312) Result for the year - 2,797 2,797 2,797 Total comprehensive income - 2,797 2,797 2,797 Shareholders' equity at 31 December 2022 7,437 (18,952) (11,515) (11,515) Shareholders' equity at 1 January 2021 7,437 (15,986) (8,549) (8,549) Result for the year - (5,763) (5,763) (5,763) Total comprehensive income - (5,763) (5,763) (5,763) Shareholders' equity at 31 December 2021 7,437 (21,749) (14,312) (14,312) Statement of changes in equity - Group 21 Note Amounts in USD thousand 2022 2021 2022 2021 Operating result (EBIT) (1,168) (1,353) 154 (3,899) Depreciation and (write-back)/write-downs - - (236) 3,941 Non-cash financial expenses - (4) (28) (37) Changes in inventories - - 1,624 133 Changes in receivables 21 36 4,090 1,761 Changes in liabilities 33 (93) (2,429) (1,803) Paid financial expenses - - (148) (807) Paid corporate tax expense - - - - Cash flow from operating activities (1,114) (1,414) 3,027 (711) Net proceeds from sale of assets held-for-sale - - 35,334 14,234 Cash flow from investment activities - - 35,334 14,234 Increase in payables to subsidiaries 1,075 1,419 - - 13 Utilisation of banker's guarantee provided by majority shareholder - - 2,312 - Repayment of finance loans - - (38,724) (16,371) Cash flow from financing activities 1,075 1,419 (36,412) (16,371) Cash flows for the year (39) 5 1,949 (2,848) Cash and cash equivalents as of 1 January 82 77 2,540 5,388 Cash and cash equivalents at the end of the year 43 82 4,489 2,540 Company Group Statement of cash flows 1 January - 31 December 22 Reconciliation of liabilities arising from financing activities: Amounts in USD thousand Payables to subsidiaries Loans from majority shareholder 1 January 2022 3,857 7,645 Proceeds from borrowings 1,075 - Non-cash change: Interest expense - 639 Reduction in payable to subsidiaries (4,932) - 31 December 2022 - 8,284 1 January 2021 2,438 7,055 Proceeds from borrowings 1,419 - Non-cash change: Interest expense - 590 31 December 2021 3,857 7,645 Statement of cash flows 1 January - 31 December (cont'd) Company Amounts in USD thousand Finance loans Loans from majority shareholder 1 January 2022 42,466 12,795 Principal payments (38,724) - Interest payments (148) - Utilisation of banker's guarantee provided by majority shareholder - 2,312 Non-cash changes: Interest expense 335 986 Reduction of bank loan interest (3,929) - 31 December 2022 - 16,093 1 January 2021 59,040 11,572 Principal payments (16,371) - Interest payments (807) - Non-cash changes: Interest expense 1,984 1,223 Reduction of bank loan interest (1,380) - 31 December 2021 42,466 12,795 Group 23 List of Notes Note 0 Liquidation basis Note 1 Accounting policies Note 2 Staff costs Note 3 Auditor fee Note 4 Write-down on investments, net Note 5 Financial income Note 6 Financial expenses Note 7 Tax for the year Note 8 Earnings per share Note 9 Investment in subsidiaries Note 10 Trade receivables Note 11 Other receivables Note 12 Financial risks and financial instruments Note 13 Loans from majority shareholder Note 14 Trade payables Note 15 Provision for negative equity in subsidiaries Note 16 Share capital Note 17 Related party transactions 24 0. Liquidation basis With the commitment and continual support from the majority shareholder of Nordic Shipholding A/S, Nordic Maritime S.à r.l., the Board of Directors called for an EGM on 23 December 2022 to initiate a voluntary solvent liquidation of the Company. No distribution of funds to the shareholders is anticipated upon completion of the liquidation. To enable the liquidation to be solvent, the majority shareholder has agreed to waive the necessary part of its loan to the Group, under the following conditions: (i) the debt forgiveness will not be taxable for the Company and the Group, and (ii) no significant claims, which the Company and the Group are not aware of at 1 December 2022, are being raised against the majority shareholder. It is expected that the aggregate cash balance of Nordic Shipholding A/S and its subsidiaries is sufficient to cover the estimated liquidation expenses and settlement of all creditors other than the main shareholder loan. Any excess funds will be used to repay the shareholder loan whereafter it has been agreed with the majority shareholder to waive the remaining debt at that point in time. It is expected that the liquidation will be finalised by the end of 2023. As a consequence of the resolution passed during the EGM on 23 December 2022 to liquidate the Company by voluntary solvent liquidation, the Board of Directors and the Executive Board resigned, the Company's name was changed to "Nordic Shipholding A/S in liquidation", and the Company's signature rule was changed to "The Company shall be bound by the signature of the liquidator". In addition, Miss Louise Celia Korpela, Gorrissen Federspiel Advokatpartnerselskab, was appointed as liquidator. Hence, the Financial Statements for 2022 have been prepared on a liquidation basis. 1. Accounting policies Basis of preparation The annual report of Nordic Shipholding A/S which includes the Consolidated Financial Statements and the Parent Company Financial Statements, has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and additional requirements in the Danish Financial Statements Act. The accounting policies are consistent with those applied to the annual report for 2021. As discussed in Note 0, the Financial Statements are prepared on a liquidation basis. Application of a liquidation basis has the following impact on the accounting policies and disclosures in the financial statements: • In the balance sheet, no distinction is made between current and non-current assets and liabilities. • Financial liabilities are measured at their nominal amount irrespective of any debt modifications upon entering into liquidation. • The accounting policies comprise only those balance sheets items which exist as of 31 December 2022 and other accounting policies which are considered necessary for the creditors to assess the financial position of the entity as of 31 December 2022. • Note disclosures provide only information considered necessary for the creditors to assess the financial position of the entity as of 31 December 2022. 25 Adoption of new and amended IFRSs Based on an assessment of new or amended and revised accounting standards and interpretations (‘IFRSs’) issued by IASB and IFRSs endorsed by the European Union effective on or after 1 January 2022, it has been assessed that the application of these new IFRSs has not had a material impact on the consolidated financial statements in 2022, and management does not anticipate any significant impact on future periods from the adoption of these new IFRSs. Consolidated Financial Statements The Consolidated Financial Statements include Nordic Shipholding A/S (Company) and the enterprises (subsidiaries) which are controlled by the Company. Control is presumed to exist when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. Basis of consolidation The Consolidated Financial Statements have been prepared on the basis of the accounts of Nordic Shipholding A/S and its subsidiaries and joint operations. The Consolidated Financial Statements have been prepared by adding together items of a uniform nature. Foreign currency translation The functional and presentation currency of the Company is USD. On initial recognition, transactions in currencies other than the functional currency of each enterprise are translated using the exchange rate at the date of the transaction. Receivables, payables and other monetary items in foreign currencies, which have not been settled at the balance sheet date, are translated using the rate of exchange at the balance sheet date. Any exchange differences arising between the rate of exchange at the date of the transaction and the rate of exchange at the date of payment and the balance sheet date, respectively, are recognised in the income statement as financial income and expenses. Vessels and docking, inventories and other non-monetary assets purchased in foreign currencies and measured using historical costs are translated using the rate of exchange at the date of the transaction. Non-monetary items that are revalued at fair value are translated using the rate of exchange at the date of the revaluation. Upon recognition in the consolidated financial statements of enterprises with functional currencies other than USD, the income statements are translated at the average exchange rates for the respective months. Balance sheet items are translated using the exchange rates ruling at the balance sheet date. Exchange differences arising from translation of balance sheet items at the beginning of the year at the rates of exchange at the balance sheet date and from translation of income statements from average rates of exchange to the rates of exchange at the balance sheet date are recognised as other comprehensive income. Correspondingly, exchange differences arising from changes made directly in the equity of these enterprises are also recognised as other comprehensive income. 26 Statement of comprehensive income Revenue recognition The Group generated its revenue primarily through pool arrangements. Total pool revenue was generated from each vessel participating in the pool. The pool measures revenue based on the contractual rates and the duration of each voyage, and revenue was recognised in the income statement upon delivery of service (percentage of completion). The percentage of completion was determined using the load-to-discharge method based on the percentage of the estimated duration of the voyage completed at the reporting date. According to this method, freight income and related costs are recognised in the income statement according to the entered charter parties from the vessel’s load date to the delivery of the cargo (discharge). The voyage begins on the date when the cargo was loaded, and the voyage ends at the date of the next discharge (load to discharge). For pool arrangements where the vessel enters the pool via a time charterparty, the vessel company recognises its net interests for its vessels in the pool. For pool agreements, which qualify as joint operation, investments in the joint operations were recognised and measured in the Consolidated Financial Statements pro rata with the Group’s ownership interest and presented on a line-by-line basis in the consolidated financial statements. The proportionate share of the results of the entities after elimination of unrealised proportionate intercompany profits and losses was recognised in the income statement. The proportionate share of all transactions and events recognised directly in the other comprehensive income and equity of the joint operations was also recognised as such in Group equity. Voyage expenses These are expenses related to Nordic Shipholding A/S’ vessels managed in a pool. Voyage expenses consist mainly of bunkers, port expenses and commissions. Voyage expenses were recognised as incurred on a load-to-discharge basis. Operating expenses Operating expenses include costs relating to the operation and maintenance of vessels, including costs relating to crew. Operating expenses were recognised as incurred. Staff costs Staff costs comprise directors’ fees, wages and salaries and social security costs and were recognised as incurred. Other external costs Other external costs comprise administrative expenses. Financial income and expenses, net Financial income and expenses include interest income and interest expenses, realised and unrealised exchange differences, and modification gain or loss. Interest income and expenses are accrued on the basis of the principal and the effective interest rate. The effective interest rate is the discount rate that is used to discount expected future payments related to the financial asset or the financial liability in order for the present value of such asset or liability to match its carrying amount. When a financial liability measured at amortised cost is modified without resulting in derecognition, a gain or loss is recognised in the profit or loss. The gain or loss is calculated as the difference between the original contractual cash flows and the modified cash flows discounted at the original effective interest rate. 27 Tax Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantially enacted by the financial year end. No provision is made for taxation on qualifying shipping income derived from the operation of the Group’s vessels held by Singapore-incorporated entities which is exempt from taxation under Section 13A of the Singapore Income Tax Act. The Singapore-incorporated entities are subject to tax on its non-tax exempt income such as interest income at the prevailing corporate tax rate, after adjusting for allowable expenses. Deferred tax assets are recognised to the extent that it is probable that they can be utilised against future taxable income. Earnings per share and diluted earnings per share Earnings per share is calculated as the profit or loss for the year compared to the weighted average of the issued shares in the financial year. The basis for the calculation of diluted earnings per share is the weighted average number of shares in the financial year. Statement of financial position Receivables Receivables comprise trade and other receivables. The Group applied the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Loans from majority shareholder Loans from majority shareholder are presented as current liabilities due to the liquidation. The loans are measured at their nominal amount. Trade and other payables Other financial liabilities comprise trade payables and other payables to public authorities, etc. Other financial liabilities are measured at their nominal amount. Cash Flow Statement The Consolidated and Company Cash Flow Statements are presented using the indirect method and show cash flow from operating, investing and financing activities as well as cash and cash equivalents at the beginning and end of the year. Cash flow from operating activities is stated as the operating profit or loss, adjusted for non-cash operating items and changes in working capital, less financial expenses paid attributable to operating activities. Cash flow from investing activities includes payments in connection with the acquisition and divestment of enterprises and financial assets and the acquisition, development, improvement and sale, etc. of vessels and docking. Cash flow from acquisition and divestment of enterprises is shown separately under cash flow from investing activities. Cash flow from acquired enterprises is recognised in the cash flow statement from the time of their acquisition, and cash flow from divested enterprises is recognised up to the time of sale. 28 Cash flow from financing activities comprises changes in the Company’s share capital and related costs as well as raising and repayment of loans, instalments on interest bearing debt, acquisition of treasury shares and payment of dividend. Cash flows in other currencies than the functional currency are recognised in the cash flow statement using average exchange rates for the respective months, unless these deviate materially from the actual exchange rates ruling at the dates of the transactions. If so, the actual exchange rates are used. Cash and cash equivalents comprise cash at bank and cash held by the master of the respective vessels. Supplementary accounting policies for the Company Investments in subsidiaries in the financial statements of the Company Investments in subsidiaries are measured at cost. If the cost price exceeds the recoverable amount of the investment, it is written down to this lower amount. The recoverable amount is defined as the higher of the fair value of the subsidiary less costs of sale and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money, the risks specific to the enterprise in question for which the estimates of future cash flows have not been adjusted. Dividends received from subsidiaries are recognised in the income statement. The conversion of intercompany debt owed by its subsidiaries is measured at carrying amount. 2. Staff costs ^ The average number excludes the CEO of the Company. Nordic Shipholding A/S entered into a corporate management agreement with Transport Capital Pte. Ltd. (‘Transport Capital’) for the day to day management and operation of the Company and the Group. As part of the corporate management agreement, Transport Capital provided a CEO for the Company. The CEO’s remuneration for his role in Nordic Shipholding A/S was estimated to be USD 0.2 million (2021: USD 0.3 million) and was compensated from the fee under the corporate management agreement. Refer to Note 16 for related party transactions for the fees paid to Transport Capital Pte. Ltd., the corporate manager for the Group, during the financial year. Amounts in USD thousand 2022 2021 Staff costs Wages and salaries (215) (303) Total staff costs (215) (303) Of which: Board of Directors: Remuneration to the Board of Directors (34) (83) Average number of full-time employees^ 1 1 Company and Group 29 3. Auditor fee The above is for the corporate auditor, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The figures include fees for statutory audits in Singapore. Fees for services other than statutory audits provided by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab to the Group consists of assistance with XBRL reporting, and other general financial reporting and tax consultancy services. 4. Write-down on investments, net 5. Financial income As the Company is in solvent liquidation and does not have the ability to repay the payables to its subsidiaries, the Company made a reduction for the amount payable to subsidiaries in 2022. In 2022 and 2021, there was a reduction of certain loan interest following the application of proceeds from sale of the vessels (2022: Nordic Anne, Nordic Agnetha and Nordic Amy; 2021: Nordic Hanne and Nordic Pia) towards prepayment of the underlying bank loans. 6. Financial expenses Amounts in USD thousand 2022 2021 2022 2021 Statutory audit of annual accounts (139) (117) (173) (171) Tax advices (53) (64) (88) (81) Other assistance (6) (7) (6) (7) Total fees (198) (188) (267) (259) Company Group Amounts in USD thousand 2022 2021 Write-back/(write-down) on investments in subsidiaries 539 (1,064) Provision for negative equity in subsidiaries (867) (2,752) Total write-down on investments in subsidiaries, net (328) (3,816) Company Amounts in USD thousand 2022 2021 2022 2021 Interest income on bank balances - - 62 - Reduction of bank loan interest - - 3,929 1,380 Reduction in payable to subsidiaries 4,932 - - - Total financial income 4,932 - 3,991 1,380 Company Group Amounts in USD thousand 2022 2021 2022 2021 Financial expenses to bank - - (25) (25) Interest on finance loans - - (335) (1,984) Interest on loans from majority shareholder (639) (590) (882) (833) Finance charge on banker's guarantee provided by majority shareholder to lenders - - (104) (390) Expenses from exchange rate adjustments - (4) (2) (12) Total financial expenses (639) (594) (1,348) (3,244) Total net financial income and expenses 4,293 (594) 2,643 (1,864) Company Group 30 7. Tax for the year No deferred tax has been recognised in other comprehensive income. The Company and the Group have deferred tax assets, which have not been recognised due to the liquidation of the Company and the Group. There are no unrecognised tax liabilities associated with investments in foreign subsidiaries in 2022 and 2021. 8. Earnings per share Amounts in USD thousand 2022 2021 2022 2021 Current tax expense - - - - Tax for the year recognised in the income statement - - - - Result before tax 2,797 (5,763) 2,797 (5,763) - of which subject to tonnage taxation or other schemes - - (4,604) 3,816 Adjusted result before tax 2,797 (5,763) (1,807) (1,947) Calculated tax at 22.0% (2021: 22.0%) 615 (1,268) (398) (428) Net write-down on investments not subject to tax 72 840 - - Provision on amount payable to subsidiaries (1,085) - - - Tax assets not recognised 398 428 398 428 (615) 1,268 398 428 Company Group Amounts in USD thousand 2022 2021 Earnings per share (EPS) Profit/(loss) for the Company's shareholders 2,797 (5,763) Number of shares used in calculation of earnings per share: Weighted average number of outstanding shares 406,158,403 406,158,403 Number of treasury shares (24,000) (24,000) Number of shares used in calculation 406,134,403 406,134,403 Earnings per share (USD) 0.01 (0.01) Group 31 9. Investment in subsidiaries 10. Trade receivables The carrying amount corresponds to the fair value of the receivables. Historically, the Group has only minor losses on trade receivables and the implementation of IFRS 9 has no material effect on the provision matrix for trade receivables. Non-current assets Amounts in USD thousand 2022 2021 Cost at 1 January 49,764 49,764 Additions during the year - - Cost at 31 December 49,764 49,764 Write-down at 1 January (49,764) (48,700) Write-down during the year - (1,064) Write-down at 31 December (49,764) (49,764) Carrying amount at 31 December - - Current assets Write-back at 1 January - - Write-back during the year 539 - Write-back at 31 December 539 - Carrying amount at 31 December 539 - Company Company summary Primary operations Domicile Owner- ship % Voting right % Subsidiaries for Nordic Shipholding A/S Nordic Shipholding Singapore Pte. Ltd. Investment holding company Singapore 100 100 Subsidiaries for Nordic Shipholding Singapore Pte. Ltd. Nordic Agnetha Pte. Ltd. Shipowning company Singapore 100 100 Nordic Amy Pte. Ltd. Shipowning company Singapore 100 100 Nordic Anne Pte. Ltd. Shipowning company Singapore 100 100 Nordic Hanne Pte. Ltd. Shipowning company Singapore 100 100 Nordic Pia Pte. Ltd. Shipowning company Singapore 100 100 Amounts in USD thousand 2022 2021 2022 2021 Receivables from freight - - - 1,262 Working capital with pools - - 219 2,302 Total trade receivables - - 219 3,564 Company Group 32 11. Other receivables The carrying amount corresponds to the fair value of the receivables. 12. Financial risks and financial instruments Foreign exchange, interest rate and credit risks and application of financial instruments Currency risks The Group and the Company were mildly sensitive to exchange rate fluctuations as earnings and costs are primarily denominated in USD. No financial hedges have been made for the DKK, EUR and SGD exposure in 2022 and 2021. The Group's policy is to review the currency exposure and hedge the risk if this is significant. The sensitivity towards changes in exchange rates is approximately USD 0 million for each percentage change in USD towards DKK, EUR and SGD combined (2021: USD 0 million). Date of revaluation/maturity – Group and Company The Group’s and Company’s fixed-rate interest-bearing loans from the majority shareholder do not expose them to interest rate risks. The Group’s and Company’s floating-rate interest-bearing financial assets and liabilities expose them to interest rate risks. In respect of the Group’s and Company’s financial assets and liabilities, the following contractual dates of reassessment and maturity, whichever is earlier, are listed below. ^ excludes interest Amounts in USD thousand 2022 2021 2022 2021 Pre-payments and deposits 16 39 16 195 Other receivables 7 5 188 754 Total other receivables 23 44 204 949 Company Group Amounts in USD thousand 2022 2021 2022 2021 Trade receivables - - 219 3,564 Other receivables 23 44 204 949 Cash and cash equivalents 43 82 4,489 2,540 Financial assets measured at amortised cost 66 126 4,912 7,053 Finance loans - - - 42,466 Loans from majority shareholder 8,284 7,645 16,093 12,795 Trade payables 180 147 295 3,023 Financial liabilities measured at amortised cost 8,464 7,792 16,388 58,284 Company Group Amounts in USD thousand 31.12.2022 Within 1 year Between 1- 5 years After 5 years Total Cash and cash equivalents 43 - - 43 Loans from majority shareholder, fixed rate^ (8,284) - - (8,284) Total (8,241) - - (8,241) 31.12.2021 Cash and cash equivalents 82 - - 82 Loans from majority shareholder, fixed rate^ (7,645) - - (7,645) Total (7,563) - - (7,563) Company 33 # excludes interest and finance charge on banker’s guarantee ^^ excludes interest Liquidity Risks The Group monitors its cash flow situation carefully to ensure it has adequate liquidity for its estimated liquidation expenses and settlement of all creditors other than the main shareholder loan. Prior to the full repayment of its bank loans in April 2022, the Group needed to comply with minimum liquidity levels. Hence, the Group needed to monitor its liquidity carefully to ensure that it had sufficient liquidity to repay its scheduled interest payments and meet expected operational expenses. The Group's and Company's cash resources consist of cash, which was placed with a leading Nordic bank with good creditworthiness. The bank loans were fully repaid in April 2022 via net proceeds from the sale of Nordic Anne, Nordic Agnetha and Nordic Amy, internal cash and utilisation of USD 2.3 million under the banker’s guarantee issued by the majority shareholder of the Company to the lenders. Credit risks It was the Group's policy to cooperate with recognised pool partners and only grant credit to oil majors and other first class customers in order to minimise credit risks. As such, the Group’s credit risk relates to receivables from these first class customers and oil majors from pool arrangements contracted with recognised business partners in the product tanker segment. The credit risk is deemed to be minimal and consequently, receivables are not hedged. The Group’s maximum credit risk associated with receivables corresponds to their carrying amounts. Amounts in USD thousand 31.12.2022 Within 1 year Between 1- 5 years After 5 years Total Cash and cash equivalents 4,489 - - 4,489 Loans from majority shareholder, fixed rate # (13,596) - - (13,596) Total (9,107) - - (9,107) 31.12.2021 Cash and cash equivalents 2,540 - - 2,540 Finance loans, floating rate^^ (42,694) - - (42,694) Loans from majority shareholder, fixed rate # (10,645) - - (10,645) Total (50,799) - - (50,799) Group Cash resources consist of the following: Amounts in USD thousand 2022 2021 2022 2021 Cash and cash equivalents 43 82 4,489 2,540 Total 43 82 4,489 2,540 Company Group 34 There is no provision of doubtful debts in 2022 and 2021. Amounts in USD thousand 2022 Within 1 year Between 1- 5 years After 5 years Total Non-derivative financial assets Other receivables 23 - - 23 Total 23 - - 23 2021 Non-derivative financial assets Other receivables 44 - - 44 Total 44 - - 44 Company Amounts in USD thousand 2022 Within 1 year Between 1- 5 years After 5 years Total Non-derivative financial assets Trade receivables 219 - - 219 Other receivables 204 - - 204 Total 423 - - 423 2021 Non-derivative financial assets Trade receivables 3,564 - - 3,564 Other receivables 949 - - 949 Total 4,513 - - 4,513 Group 35 13. Loans from majority shareholder Any excess funds after payment of all liquidation expenses and settlement of all creditors will be used to repay the shareholder loan whereafter it has been agreed with the majority shareholder to waive the remaining debt at that point in time. Hence, the fair value of the loans from majority shareholder is expected to be equal to the residual cash balance after the liquidation, i.e. leaving no proceeds to the shareholders. 14. Trade payables The carrying amount corresponds to the fair value of the liabilities. 15. Provision for negative equity in subsidiaries The Company made an additional provision for negative equity in certain subsidiaries in 2022 as the accumulated losses incurred by these subsidiaries exceeded the carrying value of the investment in subsidiaries as at 31 December 2022 and the provision is recognised to ensure that all obligations are met. Amounts in USD thousands 2022 2021 2022 2021 Loans from majority shareholder Current liabilities 8,284 7,645 16,093 12,795 8,284 7,645 16,093 12,795 At 31 December, the Company and the Group had the following loans: Currency Fixed/ floating 2022 2021 2022 2021 Loans from shareholder (USD) Fixed 8,284 7,645 13,596 10,645 Calculated interest on loans from shareholder - - 977 734 Calculated finance charge on banker's guarantee provided by shareholder - - 1,520 1,416 8,284 7,645 16,093 12,795 Due within one year 8,284 7,645 16,093 12,795 Due between 1-2 years - - - - Due between 2-3 years - - - - Due between 3-4 years - - - - Due between 4-5 years - - - - Due after 5 years - - - - 8,284 7,645 16,093 12,795 Company Group Payables to the major shareholder are recognised in the balance sheet as follows: Amounts in USD thousand 2022 2021 2022 2021 Suppliers of goods and services 180 147 295 3,023 Total trade payables 180 147 295 3,023 Company Group Amounts in USD thousand 2022 2021 Provision on 1 January 2,752 - Provision during the year 867 2,752 Provision on 31 December 3,619 2,752 Company 36 16. Share capital Share capital as at 31 December 2022 The share capital as at 31 December 2022 consisted of 406,158,403 shares of DKK 0.1 (2021: 406,158,403 shares of DKK 0.1) of which 24,000 were held as treasury shares. The shares have not been divided into classes, and there are no special rights attached to the shares. Transactions on the share capital have been the following: 17. Related party transactions Amounts in USD thousand 2022 2021 2020 2019 2018 Share capital at 1 January 7,437 7,437 7,437 7,437 7,437 Capital reduction - - - - - Capital increase - - - - - Share capital at 31 December 7,437 7,437 7,437 7,437 7,437 Number of shares: Shares at 1 January 406,158,403 406,158,403 406,158,403 406,158,403 406,158,403 Issue of new shares - - - - - Shares at 31 December 406,158,403 406,158,403 406,158,403 406,158,403 406,158,403 Amounts in USD thousand 2022 2021 2022 2021 Related parties with a significant influence: Transport Capital Pte. Ltd. ("Transport Capital"), the Corporate Manager of the Group, is considered a related party of the Group and the Company. The Group has engaged in the following transaction with Transport Capital as follows: • Management fee paid to Transport Capital 454 507 454 507 Gorrissen Federspiel, a law firm, is considered a related party of the Group and the Company from April 2018 to October 2021 and from 23 December 2022. The Group has engaged in the following transaction with Gorrissen Federspiel as follows: • Legal assistance fees paid to Gorrissen Federspiel 5 76 5 76 Majority shareholder of the Company provided a USD 3.85 million banker's guarantee to the lending banks as additional security for the loan facility. Calculated finance charge on banker's guarantee - - 104 390 Majority shareholder of the Company provided shareholder loans of USD 6.0 million to the Company and USD 9.0 million to the Group. Interest on loans from majority shareholder 639 590 882 833 Group Company 37 Board members’ ownership of shares in Nordic Shipholding A/S as at 31 December: ^ Not Applicable as the Board Members have resigned on 23 December 2023. On 31 December 2022, the following shareholders held more than or equal to 5% of the share capital and voting rights: ▪ Nordic Maritime S.à r.l., Luxemburg – 76.03% ▪ Nordea Danmark, Filial af Nordea Bank ABP, Finland – 11.03% Apart from the related parties transactions mentioned above, remuneration of the Board of Directors (Note 2), and financial expenses (Note 6), there are no significant transactions with related parties. Transactions with subsidiaries are eliminated in the consolidated accounts, in accordance with the Accounting Policies in Note 1. Number of shares held by the following Board Member 2022 2021 Esben Søfren Poulsson Not Applicable^ 108,295 Jon Robert Lewis Not Applicable^ - Kanak Kapur Not Applicable^ - Philip Clausius Not Applicable^ - Company 38 Definitions and calculation formulas Net interest-bearing debt is defined as the sum of finance loans less cash and cash equivalents. Invested capital is defined as net working capital (NWC) plus vessels and docking and intangibles and less other provisions and other non-current operating liabilities. The equity ratio is defined as equity divided by total assets. This financial ratio is not defined in the Danish Society of Financial Analysts’ guidelines “Recommendations & Financial Ratios”. Net working capital (NWC) is defined as inventories, receivables and other current operating assets less trade payables and other liabilities (excluding provisions) as well as other current operating liabilities. 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