NTG Nordic Transport Group

Annual Report (ESEF) • Mar 5, 2025

NTG - 2024 NTG Nordic Transport Group A/SHammerholmen472650Hvidovre12546106529900PZWXV8JX89K9472024-01-012024-12-312023-01-012023-12-31Regnskabsklasse DDette er et link til company's diversity policyDette er et link til company's diversity policyDette er til corporate governancelinkDette er til corporate governancelinkÅrsrapport12546106NTG Nordic Transport Group A/SHammerholmen 472650 HvidovrexWizard version 1.1.1330.0, by EasyX Aps. www.easyx.euRevisionspåtegningGrundlag for konklusionKonklusionDette er et link til data ethicsDette er et link til data ethics529900PZWXV8JX89K9472024-01-012024-12-31529900PZWXV8JX89K9472023-01-012023-12-31529900PZWXV8JX89K9472023-12-31529900PZWXV8JX89K9472022-12-31529900PZWXV8JX89K9472024-12-31529900PZWXV8JX89K9472023-12-31529900PZWXV8JX89K9472023-12-31ifrs-full:IssuedCapitalMember529900PZWXV8JX89K9472023-12-31ifrs-full:TreasurySharesMember529900PZWXV8JX89K9472023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900PZWXV8JX89K9472023-12-31ifrs-full:RetainedEarningsMember529900PZWXV8JX89K9472023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember529900PZWXV8JX89K9472023-12-31ifrs-full:NoncontrollingInterestsMember529900PZWXV8JX89K9472024-01-012024-12-31ifrs-full:IssuedCapitalMember529900PZWXV8JX89K9472024-01-012024-12-31ifrs-full:TreasurySharesMember529900PZWXV8JX89K9472024-01-012024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900PZWXV8JX89K9472024-01-012024-12-31ifrs-full:RetainedEarningsMember529900PZWXV8JX89K9472024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember529900PZWXV8JX89K9472024-01-012024-12-31ifrs-full:NoncontrollingInterestsMember529900PZWXV8JX89K9472024-12-31ifrs-full:IssuedCapitalMember529900PZWXV8JX89K9472024-12-31ifrs-full:TreasurySharesMember529900PZWXV8JX89K9472024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900PZWXV8JX89K9472024-12-31ifrs-full:RetainedEarningsMember529900PZWXV8JX89K9472024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember529900PZWXV8JX89K9472024-12-31ifrs-full:NoncontrollingInterestsMember529900PZWXV8JX89K9472022-12-31ifrs-full:IssuedCapitalMember529900PZWXV8JX89K9472022-12-31ifrs-full:TreasurySharesMember529900PZWXV8JX89K9472022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900PZWXV8JX89K9472022-12-31ifrs-full:RetainedEarningsMember529900PZWXV8JX89K9472022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember529900PZWXV8JX89K9472022-12-31ifrs-full:NoncontrollingInterestsMember529900PZWXV8JX89K9472023-01-012023-12-31ifrs-full:IssuedCapitalMember529900PZWXV8JX89K9472023-01-012023-12-31ifrs-full:TreasurySharesMember529900PZWXV8JX89K9472023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900PZWXV8JX89K9472023-01-012023-12-31ifrs-full:RetainedEarningsMember529900PZWXV8JX89K9472023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember529900PZWXV8JX89K9472023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember529900PZWXV8JX89K9472023-12-31ifrs-full:IssuedCapitalMember529900PZWXV8JX89K9472023-12-31ifrs-full:TreasurySharesMember529900PZWXV8JX89K9472023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember529900PZWXV8JX89K9472023-12-31ifrs-full:RetainedEarningsMember529900PZWXV8JX89K9472023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember529900PZWXV8JX89K9472023-12-31ifrs-full:NoncontrollingInterestsMember529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember0529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember1529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember0529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember1529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember2529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember3529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember4529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember5529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember6529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember0529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember1529900PZWXV8JX89K9472024-12-31cmn:ConsolidatedMember529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember0529900PZWXV8JX89K9472024-01-012024-12-31cmn:ConsolidatedMember1iso4217:DKKiso4217:DKKxbrli:shares Management reviewꢀꢀ→ IntroductionꢁꢁStrategy and targetsꢁꢁPerformanceꢁꢁCorporate mattersꢁꢁSustainability statement NTGꢀAnnual Report 2024ꢀ•ꢀ2 Solving complexities of global transportation Dedicated to securing vital supplies across the globe, we act as planners, organisers, and negotiators of efficient transport solutions by road, rail, air, and ocean, delivering sustainable progress and value to our stakeholders. Talented and skilled colleagues are the backbone of NTG. Our scalable business model empowers em- ployees through a partner-driven incentive approach, decentralisation of operations and decision-making, and collaboration across the Group, leveraging the unity of all entities. Welcome to our Annual Report 2024 Learn more about the financial and operational performance, progress, governance, and outlook for NTG Nordic Transport Group A/S (NTG) Management reviewꢀꢀ→ IntroductionꢁꢁStrategy and targetsꢁꢁPerformanceꢁꢁCorporate mattersꢁꢁSustainability statement NTGꢀAnnual Report 2024ꢀ•ꢀ7 NTG at a glance NTG is an asset-light freight forwarder, connecting supply chains and ensuring efficient storage and transportation of goods. We have a global presence and offer customised transport solutions by road, rail, air, and ocean. Global freight forwarder with a solid European foundation ~2,700 +25 +35 +35 Employees Countries Start-ups Acquisitions Management reviewꢀꢀIntroductionꢁꢁStrategy and targetsꢁꢁPerformanceꢁꢁ→ Corporate mattersꢁꢁSustainability statement NTGꢀAnnual Report 2024ꢀ•ꢀ36 Corporate Governance Governance Structure Board of Directors NTG has a two-tier governance structure comprised of the Board of Directors and the Executive Management. The ultimate governing authority rests with the General Meeting. Composition According to the Articles of Association, the Board of Directors must comprise not less than three and not more than eight members elected by the General Meeting for terms of one year. Board members are eligible for re-election. In terms of internal organisation, the Group Management comprises the Executive Management, the divisional CEOs, and the Executive Vice President. The Executive Management is comprised of the Group CEO and Group CFO, as registered with the Danish Business Authority. No members resigned and no new members were elected to the Board of Directors in 2024. The Board of Directors currently comprises seven members representing strong knowledge and expertise within all areas of NTG’s business and strategic focus areas, including the interna- tional transport sector in general, corporate governance, M&A, risk management, IT, accounting, and supply chain management. The Board of Directors is responsible for the overall strategic management and organisation of the Group’s activities as well as the Group’s financial and material matters. The Board of Directors has established an audit, a remuneration, and a nomi- nation committee focusing on preparatory tasks within the Board of Directors’ areas of responsibilities. The composition of the Board of Directors is intended to ensure that the Board is made up by a diverse competency profile enabling the Board of Directors to perform its duties in the best possible manner. The current Board of Directors is considered to have the right competencies supporting the long-term value creation for NTG’s shareholders. Reference is made to pages 39-40 for an overview of the current board members’ individual competencies. Nordic Transport Group A/S (the former parent company of the Group). As a result, he is not regarded as independent according to the Danish Recommendations on Corporate Governance. 6 out of 7 of the members of NTG’s Board of Directors are considered independent according to the Danish Recommendations on Corporate Governance. The Executive Management is responsible for NTG’s day-to-day management, including the compliance of NTG and its opera- tions with applicable legislation, the Board of Directors’ guide- lines and instructions, including implementation of the strategy set by the Board of Directors, and for disseminating information on NTG’s operations to the Board of Directors. Board meetings in 2024 The Board of Directors held 10 board meetings in 2024. The agendas and the topics for each of the ordinary meetings are based on the Board of Directors’ annual wheel. Further allocation of responsibilities between the Board of Directors and the Group Management is set out in the Rules of Procedure of the Board of Directors and in a set of management instructions issued by the Board of Directors to the Group Management. Independence Six of the seven members of the Board of Directors are regard- ed as independent, according to the Danish Recommendations on Corporate Governance. Jørgen Hansen is the founder of NTG and was, until 2018, a member of the Executive Management in In addition to the activities included in the annual wheel, the Board of Directors focused on supervising NTG’s continuous adaption to the unstable situation in the international freight markets in 2024. Management reviewꢀꢀIntroductionꢁꢁStrategy and targetsꢁꢁPerformanceꢁꢁ→ Corporate mattersꢁꢁSustainability statement NTGꢀAnnual Report 2024ꢀ•ꢀ37 Board Committees The Remuneration Committee held two meetings in 2024. Governance structure The Board of Directors has established three permanent committees for the purpose of assisting the Board of Directors in preparing decisions and submitting recommendations for the entire Board of Directors. Each committee is governed by its own charter which describes the composition of the committee and its tasks, duties, and responsibilities. The Board of Directors takes the final decision on subjects prepared by the committees. Nomination Committee The Nomination Committee comprises three members: Jørgen Hansen (Chairman), Jesper Præstensgaard and Eivind Drach- mann Kolding. The Nomination Committee’s activities, tasks, and duties include evaluation of the individual board members’ competencies, assisting the Chairman of the Board of Directors in the annual evaluation process, making recommendations for potential new members to the Board of Directors, reviewing NTG’s policy on diversity, and assessing the structure, size, and composition of the Board of Directors and the Executive Management. The Nomination Committee meets at least twice a year. General Meeting Audit Committee The Audit Committee comprises three members: Carsten Krogsgaard Thomsen (Chairman), Eivind Drachmann Kolding, and Finn Skovbo Pedersen. The Audit Committee meets at least four times a year. Board of Directors Board Committees The composition of the Audit Committee ensures that compe- tencies and experience within financial accounting and internal controls are represented. The Committee’s activities, tasks, and duties include monitoring of NTG’s financial reporting process, internal controls, IT, risk management, capital structure, and ESG and diversity initiatives. The Committee is also responsible for ensuring independence and remuneration of the elected external auditor as well as supervising the auditor’s non-audit services to NTG. The Audit Committee held four meetings in 2024. The Nomination Committee held two meetings in 2024. Board evaluations The Board of Directors completes annual self-evaluations. In ac- cordance with the Recommendations on Corporate Governance, the evaluation focuses, inter alia, on the composition of the Board of Directors, the competencies of the Board of Directors, the functioning of the board committees, the efficiency of the Board of Directors, the individual board members’ contribu- tions, and the role of the Chairman and Executive Management. The Chairman oversees the self-evaluation process and conclu- sions are presented to and discussed by the Board of Directors. The results of the evaluation related to the Executive Manage- ment are reviewed by the Chairman together with members of the Executive Management. NTG Group Management Executive Management Divisional CEOs & EVP Remuneration Committee The Remuneration Committee comprises three members: Eivind Drachmann Kolding (Chairman), Jørgen Hansen, and Jesper Præstensgaard. The Remuneration Committee’s activities, tasks, and duties include preparation of the Group’s Remuneration Policy in accordance with section 139a of the Danish Compa- nies Act, proposing remuneration and specific targets (KPIs) for performance-related incentive programmes and preparation of the Remuneration Report in accordance with section 139b of the Danish Companies Act and NTG’s Remuneration Policy. The Remuneration Committee meets at least twice a year. Group functions Operational organisation Reporting on data ethics and diversity Information about data ethics and diversity in our parent company NTG Nordic Transport Group A/S, in accordance with sections 99d, and 107d of the Danish Financial Statements Act, can be found on NTG’s website: Data ethics & Diversity report. Management reviewꢀꢀIntroductionꢁꢁStrategy and targetsꢁꢁPerformanceꢁꢁ→ Corporate mattersꢁꢁSustainability statement NTGꢀAnnual Report 2024ꢀ•ꢀ38 Recommendations on Corporate Governance NTG observes the Recommendations on Corporate Govern- ance. NTG complies with all recommendations and has prepared the statutory statement on Corporate Governance pursuant to Section 107b of the Danish Financial Statements Act. Corporate Governance Report NTG complies with all recommendations on Corporate Governance. Meeting attendance and shareholdings in 2024 Remuneration Nomination Board meetings attended Audit Committee meetings attended Committee meetings attended Committee meetings attended Shareholding changes in 2024 Number of shares end of 2024 Board of Directors Title Eivind Drachmann Kolding Jørgen Hansen Chair - - - - 51,951 •••••••••• •••••••••• •••••••••• •••••••••• •••• •• •• •• •• •• •• Deputy Chair Board member Board member 3,100,047 18,674 Jesper Præstensgaard Finn Skovbo Pedersen 20,529 •••• •••• Carsten Krogsgaard Thomsen Board member - 5,294 •••••••••• Karen-Marie Katholm Louise Knauer Board member Board member - - 4,507 - •••••••••• •••••••••• Attended Not attended • • * In addition, Jørgen Hansen controls 150,000 voting rights. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ45 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 General information Basis for preparation ESRS 2 BP-1 General basis for preparation of sustainability statements The sustainability statement has been pre- pared in compliance with the EU’s Corporate The sustainability statement in this year’s An- nual Report has been prepared using the same consolidated basis as NTG’s 2024 financial statements and covering same period from 1 January 2024 to 31 December 2024. The consolidated quantitative ESG data comprises the Parent Company NTG Nordic Transport Group A/S, and all subsidiaries controlled by NTG Nordic Transport Group A/S. Acquired activities in the reporting period is included in the sustainability reporting from the closing date of the transaction. Sustainability Reporting Directive (CSRD) and the requirements of the European Sustainabil- ity Reporting Standards (ESRS). The double materiality assessment process outlined in IRO-1 contains impacts, risks, and opportunities throughout our entire value chain, both upstream and downstream. More details on NTG’s policies, actions, targets, and metrics can be found in the sections related to the topical standards. There are no omitted disclosures on information corresponding to intellectual property, know-how or the results of innovation in the sustainability statement nor omitted disclosures regarding impending developments or ongoing negotiations. All quantitative ESG data is consolidated according to the principles outlined above, unless otherwise specified in the accounting policy accompanying each reported data point in the tables within sections Environmental, Social, and Governance information. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ46 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 BP-2 Disclosures in relation to specific circumstances Incorporation by reference NTG has adopted the ESRS ‘Incorporation by Reference’ approach to enhance the narrative. As a result, certain disclosure requirements have been included in other sections of the Annual Report and thus outside the Sustain- ability Statement. These disclosure require- ments include: Key accounting estimates and judgements In presenting the 2024 sustainability state- ment, NTG utilises assessments and estimates for reporting certain data points where data is not available. These estimates and assump- tions are regularly reassessed based on expe- rience, advancements in ESG reporting, and various other factors. NTG keeps the same definition and calculation of metrics over time. Should any changes in estimates appear they would be duly recognised in the period when the revision occurs and restated comparative figures provided. Additionally, we apply judge- ments when implementing the accounting policies. For more detailed information on the key estimates, judgements, and assumptions used, please refer to the pages containing the quantitative ESG data on NTG's Scope 1, 2 and 3 GHG emissions on page 70. · GOV-1 - Information related to disclosure of permanent committees and composition es- tablished by the Board of Directors on page 36-38 of the Management Review. · GOV-1 - Information related to disclosure of expertise of Board of Directors, included un- der sections "Relevant Skills and Experience" subheadings on page 39-40 of the Manage- ment Review. · E1-5, E1-6 - Net revenue on p. 20. Use of phase-in provisions For the first year of reporting under ESRS, the transitional provision in ESRS 1, paragraph 137 allowing for phasing-in certain datapoint disclosures has been applied, more specifically encompassing E1 (E1-9), and S1 (S1-7, S1-11). Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ47 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 Sustainability governance ESRS2 GOV-1 The role of the administrative, management and supervisory bodies on NTG’s operations to the Board of Directors. Further allo- Sustainability matters cation of responsibilities between the Board of Directors and the Group Management is set out in the Rules of Procedure of the Board of Directors and in a set of management instructions issued by the Board of Directors to the Group Management. The Board of Directors and Executive Management at NTG are responsible for establishing the policy, strategy, and objectives for our sustainability and ESG efforts. They oversee the overall ESG risks and strategies, including climate-related and other significant sustainability risks. Governance Structure NTG has a two-tier governance structure comprised by the Board of Directors and the Executive Management. The ultimate governing authority lies with the General Meeting. In terms of internal organisation, the Group Management consists of the Executive Management, the divisional CEOs, and the Executive Vice Presidents. The Executive Management com- prise of the Group CEO and Group CFO, as registered with the Danish Business Authority. Board of Directors - Composition According to the Articles of Association, the Board of Directors must comprise not less than three and not more than eight members elected by the General Meeting for terms of one year. Board members are eligible for re-election. No members resigned in 2024 and no new memebers were elected to the Board of Directors in 2024. The implementation of these strategies and the execution of agreed activities are delegated to our legal, compliance and ESG functions, under the supervision of our Group CFO. These func- tions also work closely with local management when necessary. They monitor the progress of activities and gather both internal and external data, with support from other relevant functions within the Group. The Board of Directors is responsible for the overall strate- gic management and organisation of the Group’s activities as well as the Group’s financial and material matters. The Board of Directors has established an audit, a remuneration, and a nomination committee focusing on preparatory tasks within the Board of Directors’ areas of responsibilities (For more details on the different committees and members, reference is made to the Corporate Governance statement in the Annual Report section p. 36-38). The Board of Directors currently comprises seven members representing strong knowledge and expertise within all areas of NTG’s business and strategic focus areas, including the international transport sector, corporate governance, M&A, risk management, IT, accounting, and supply chain management. The composition of the Board of Directors is intended to ensure that a diverse set of competencies enables the Board to perform its duties as intended. The current Board of Directors is consid- ered to have the right competencies supporting the long-term value creation for NTG’s shareholders. Reference is made to pages 39-40 for an overview of the current board members’ individual competencies. The Executive Management is responsible for NTG’s day-to-day management, including the compliance of NTG and its opera- tions with applicable legislation, the Board of Directors’ guide- lines and instructions, including implementation of the strategy set by the Board of Directors, and for disseminating information Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ48 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS2 GOV-2 ESRS2 GOV-3 ESRS2 GOV-4 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies The Board of Directors and Group Executive Management are responsible for setting the NTG Group’s business strategy and risk management, including sustainability matters. The Board is briefed by the Executive Management on NTG Group’s approach to sustainability, performance and material impacts, risks and opportunities during regular updates, and reviews and approves the annual sustainability report. Integration of sustainability-related performance in incentive schemes NTG has different incentive programmes to the management, partners and key employees. The short-term incentive program (STIP) for the Executive management is linked to sustainability matters or sustainability-related performance, as the only one. Statement on due diligence See our additional information to the Sustainability Statement on page 113. Short-term incentive program (STIP) is an annual cash-based bo- nus incentive linked to the KPIs for each member of the Execu- tive Management. There is an KPI related to sustainability which constitutes to 10% of the STIP. The sustainability KPI includes various tasks for the Executive management from specific projects related to reducing emissions from NTG’s operation to the preparation of reportings on selected sustainability topics relevant NTG. The Board of Directors evaluates the degree of the sustainability KPI achievement annually based on recogni- tion of agreed projects for the period. The implementation of the strategy and the execution of the agreed activities are delegated to legal, compliance and ESG functions in NTG under the supervision of our Group CFO. NTG’s organisation is characterised by a flat hierarchy with short lines of communication, meaning that new sustainability matters quickly reach the Executive Management and can be managed promptly. Weekly operational and strategic meetings take place between the CFO and ESG function to discuss the progress of the implementation of the sustainability work. At least once a year, the Audit Committee and Board of Direc- tors are presented with the results of the double materiality assessment. This presentation includes the method and result of identified impacts, risks and opportunities deemed material. Risk assessment is an inherent part of NTG’s recurring strategic analyses. The Board of Directors is responsible for the overall risk management of NTG, while the Audit Committee monitors and evaluates the risk management framework and provides recommendations to the Board of Directors. The Executive Management is responsible for the design and maintenance of the Group’s risk management process. Sustainability matters is a part of the risk assessment process in NTG. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ49 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 Risk management and internal controls in sustainability reporting ESRS2 GOV-5 NTG’s sustainability reporting is susceptible to the risk of material misstatement due to human error or incomplete data. NTG’s sustainability reporting could be at risk of material misstatement due to human error or incomplete data. This risk is elevated due to NTG’s rapid growth through acquisitions, as newly acquired companies adopt NTG’s Group-wide systems and processes through- out the year. NTG has implemented several processes to mitigate this risk. All data presented in the sustainability state- ment are described in the accounting policies, and if estimates are used in the data calcu- lations, the accounting policy describes how estimates are accounted for in each data point. Our process automates data collection, en- sures full transparency and traceability. It also standardises terms, formulas, and key varia- bles such as emission factors, in compliance with the Greenhouse Gas Protocol (GHG). The Group CFO is responsible for maintaining a consolidated data model for the NTG Group, which is done through a dedicated reporting software that collects and consolidates all sustainability data. The process is supported by internal process, guidelines and control procedures on how to manage and report sustainability data. Additionally, accounting principles based on ESRS requirements have been adopted for the sustainability data presented in the Sustain- ability Statement. NTG’s external auditor provides assurance on the sustainability state- ment in accordance with the requirements in CSRD and ESRS. For more information, please refer to the auditor’s limited assurance statement. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ50 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 Strategy and business model ESRS2 SBM-1 Strategy, business model and value chain across 19 countries with local presence, which comprise 75% of NTG is an asset-light freight forwarder supporting our custom- ers with transportation and distribution of their goods via our global network of suppliers. NTG is organised in two divisions – Road & Logistics and Air & Ocean, with a number of sub- sidiaries present in more than 25 countries in Europe, North America and Asia. the Group revenue. Within Air & Ocean services, NTG offers the entire range of air and ocean freight services throughout Europe and world- wide such as: airport-airport, port-port, door-door, less-than- container-load, full-container-load, buyer’s consolidation, direct shipments, temperature controlled, customs brokerage, full-charter, part-charter, onboard courier, dangerous goods, project transport, and express service. There are 17 operational subsidiaries in the division spread across 22 countries with local presence, which comprise 25% of the Group revenue. NTG serves a range of different companies with their trans- portation needs, from raw materials to finished goods. NTG offers customised transport solutions using different means of transportation and additional related services to meet our customers' needs. Sustainability-related goals NTG's main role is to act as a coordinator, planner, and negoti- ator. We utilise a global network of subcontractors, including hauliers, shipping companies, and air freight companies, to carry out the physical transportation. Additionally, NTG provides logistic services from our own warehouses across Europe and North America. The total net revenue from NTG's activities in 2024 was DKK 9,352 million. NTG relies on a strong collaboration with our suppliers across the globe. Together, we deliver sustainable progress and value to our stakeholders by acting lawfully, respectfully, and respon- sibly as a corporate citizen, employer, and business partner. Climate and environment: Reducing the direct and indirect en- vironmental impact of our activities through our own initiatives and in our value chain in collaboration with our customers and subcontractors is paramount to obtaining sustainable progress. To secure this, we have committed to set our emission reduction targets in line with the Science Based Targets initiative (SBTi) to limit global warming to 1.5°C and reach net-zero emissions by 2050 in line with the most recent climate research and recommendations and Paris Agreement goals. Achieving such targets will include collaboration with various partners such as customers, and suppliers. This is why we have committed to tak- Within Road & Logistics services, NTG offers tailored road freight and warehousing solutions across Europe on a broad range of products, services and verticals such as: full-loads, part-loads, groupage, oversized cargo, projects, temperature controlled, high-tech, automotive, powder, recycling, furniture, textiles, sensitive and regulated goods, dangerous goods, ware- housing, distribution, customs brokerage and express service. There are 52 operational subsidiaries in the division spread Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ51 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ing an active role in fostering collaboration with both customers and suppliers to reduce carbon emissions from our network. This will be further elaborated in the section of Environmental and Climate Change (E1) on page 62. aims to prevent, detect, and remedy any potential violations ments. Additionally, our employees manage various administra- tive and back-office functions that support the business and its development. of these laws. Our Code of Conduct outlines our core values, and it guides us in making ethical and responsible decisions in our daily work. To ensure that our Code of Conduct and other elements of our Legal Compliance Program are well understood and followed by all our employees, we have made online training a high priority. Therefore, we have set a target that all salaried employees must receive training in our Code of Conduct every year, and we will report on our progress annually. Suppliers provide the physical transport of NTG's customers’ goods which is why we are highly dependent on our suppliers and their employees to operate our entire value chain. The supplier and their employees must be able on behalf of NTG to handle goods and the transport unit (e.g. trailer or ocean freight container) and comply with agreed customer-specific quality criteria and procedures. Additionally, suppliers must be able to handle and mitigate any deviations that could occur during a transport in cooperation with NTG, the customer, and other suppliers in the value chain. Social: NTG is a people’s business that rely on employees thriv- ing and being inspired from their workplace. We are committed to having a diverse workforce as we believe it gives a stronger basis for engaging with our customers. Our employees’ contin- ued motivation and health are essential for our achievements. To ensure a safe workspace, we have established targets for reducing work-related injuries and lost days due to such injuries. To ensure commitment and compliance from our suppliers, we have implemented a Code of Conduct for Suppliers that reflect our commitment to sustainability in areas such as human rights, anti-corruption, supplier relationships, labour standards, and en- vironmental responsibility. Here, we are committed to perform yearly compliance audits and spot checks of suppliers performed through remote audits, questionnaires, and checklists. We also conduct internal follow-ups and checks of our own entities. We are further committed to perform yearly compliance spot checks of NTG entities to monitor the effectiveness of our mitigating measures under NTG's Legal Compliance Program. This will be elaborated in the section of Governance (G1) of this report. We also believe that diversity is a source of strength and innovation for our organisation. To attract and retain talent- ed employees, we have set targets for the composition of our workforce. For the Board of Directors, we aim for a 2/7 representation of the underrepresented gender. At other management levels, including executive management and those reporting directly to executive management, we aim to achieve a 10% representation of the underrepresented gender by 2027 at the latest. Our flexible model enables us to navigate the supply chain alongside our customers, regardless of market conditions. Hav- ing a local presence in the markets where we operate allows us to act swiftly and appropriately when market conditions change. This business model enables us to remain flexible, cost-efficient, and focused on specialised services, while quickly adapting to changing market conditions. Further, the flexible and transpar- ent business makes it easier for existing and potential investors to assess NTG as an investment. Additionally, we have set targets related to diversity. These will be elaborated in the Social and Employees (S1) section of this report. Business model and value chain NTG’s business model is characterised in line with the gener- al freight forwarding industry by operating without owning physical transportation assets (such as ships, planes, or trucks). Instead, freight forwarders focus on coordinating and managing logistics services by leveraging existing carrier networks to strike the right balance between cost, speed, and reliability for our customers. This business model allows freight forwarders to remain flexible, cost-efficient, focus on specialised services and still able to quickly adapt to changing market conditions. NTG provides end-to-end transport and logistics services, acting as coordinator, planner, and negotiator. We use a network of subcontractors to carry out the physical transport on behalf of our customers. Consequently, the physical transport is con- ducted throughout both the upstream and downstream value chains of NTG. Governance: NTG is committed to complying with all applicable laws and regulations that govern our business activities. As a publicly listed company operating in different countries, we face various legal and regulatory challenges. Moreover, our reliance on independent carriers exposes us to both internal and exter- nal compliance risks. To address these challenges and risks, we have developed a Legal Compliance Program that covers anti-corruption, foreign trade controls, competition laws, and data privacy. The program Employees play a crucial role in our operations by communi- cating with customers to address their service requests and coordinating with transport suppliers to fulfil these require- Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ52 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Business and value creation NTG provides transport solutions by road, rail, air, and ocean, combined with contract logistics. Our flexible, asset-light business model enables us to navigate supply chains together with employees and customers, from shipper to consignee. … to consignee … and end-to-end logistics solutions from shipper 5 6 7 to consignee. 2 9 End-to-end logistics 1 4 8 From shipper… Logistics and distribution services 3 9 NTG delivers the full range of freight forwarding services… 5 6 7 Warehousingꢁ ꢁPicking/packingꢁ ꢁCross-dock terminalꢁ ꢁDeconsolidation Labelling, configuration, testingꢀ ꢀDistributionꢀ ꢀDocumentation & customs clearance E-commerce fulfilmentꢁ ꢁSupply chain optimisationꢁ ꢁ4PL 9 2 Subcontracted transport Freight forwarding services 9 2 5 6 7 Shipment bookingꢁ ꢁPick-upꢁ ꢁWarehouseꢁ ꢁDocumentation & customs clearance Cargo consolidationꢁ ꢁPurchase order management Value enablers Cross-dock terminalꢁ ꢁInsurance ꢁEmployees ꢁPartners ꢁIntegrated IT-platform The material topics identified during the materiality assessment (see page 57) Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ53 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS2 SBM-2 First fully electrical 3-axle truck deployed in one of NTG's traffics in the beginning of 2025, through our close collaboration with the customer and the haulier. Interests and views of stakeholders NTG’s various stakeholders are essential for our services, operations and long-term success. By understanding their perspectives and interests, we can shape our strategy and business model effectively. This includes developing decar- bonising solutions and minimising our customers’ supply chain emissions, fostering a meaningful workplace that supports our growth strategy, and conducting business with integrity in all our markets. We map and describe all of NTG’s key stakeholders and engage with them on a regular basis, some more often than others. However, the purpose remains the same: to gather information on their interests and views on sustainability topics and our business operations. Our stakeholders’ perspective on sustainability helps us lay the foundation for identification of potential sustainability matters we identify in our materiality assessment of NTG. This process is reported in more details in IRO-1 in this report. In table SBM- 2 Interests and views of stakeholders, we disclose our most important stakeholders, how we engage with them, and what we gain from the engagement. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ54 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information NTG’s stakeholders and engagement ESRS 2 SBM-2 Interests and views of stakeholders Investors, financial institutions, and financial analysts Public authorities and regulators Employees Suppliers Customers Organisation of engagement Organisation of engagement Organisation of engagement Organisation of engagement Organisation of engagement · · Yearly employee satisfaction survey Daily dialogue between employee and manager, incl. personal development Employee Health & Safety representative · · · Supplier audits · · Dialogue on a daily operational basis Accounting teams conduct customer reviews Dialogue on possibilities for carbon emis- sion reductions · On regular announced meetings by NTG management such as investor calls and roadshows · Regular dialogue on tax, VAT, permits on customers declarations Indirectly via membership of trade asso- ciations Daily operational basis – road suppliers Through partnerships – air and ocean suppliers · · · · · Requested meetings arranged by investors Purpose of engagements Purpose of engagements Reporting carbon emissions to customers Purpose of engagements Purpose of engagements Employees are the backbone of NTG's business strategy as a service provider of transports. It is important to ensure high job satisfaction and engagement and that is achieved if employees' perspectives on work- ing life are included in the way NTG operates. NTG is highly dependent on its suppliers and its employees for several important opera- tions in NTG's value chain. The supplier and its employees must be able on behalf of NTG to handle goods and the transport unit (e.g. trailer or sea freight container) and comply with agreed customer-specific quality criteria and procedures and the NTG's Supplier Code of Conduct. In addition, the supplier must be able to handle and mitigate any deviations in cooperation with NTG and/or the customer as well as any other suppliers in the value chain. The management of NTG communicates to investors the financial status of NTG, incl. on the development of NTGs work on sustainability. NTG follow updates of regulations and legis- lation issued by public authorities to comply or advise on compliance for customers and suppliers. Purpose of engagements NTG's transport services conducts a share of customers scope 3 GHG emissions that becomes a disclosure requirement for more and more customers. Customers demand that NTG can comply with their ESG policies and other ESG requirements in connection with the performance of NTG's services. It happens that investors ask for meeting as they have a wish to get further understanding e.g. on sustainability issues. Examples of outcomes from the engagements Examples of outcomes from the engagements · Aligning logistic service model and strat- egy. · NTG's management obtain relevant and business critical feedback from employ- ees on customers, suppliers and business operations. Examples of outcomes from the engagements · Value creation and risk mitigation from compliance. Examples of outcomes from the engagements · Dialogue with this group of stakeholders provides information to NTG on their sustainable interests, expectations and requirements. · Dialogue with customers forms the basis for developing alternative services based on decarbonising solutions. · · Adaptation and optimisation of employees working conditions and possibilities. Improved health and safety performance. Examples of outcomes from the engagements · Compliance of NTG’s Code of Conduct for Suppliers. · Decarbonising solutions reduces cus- tomers supply chain emissions and NTG’s scope 3 emissions. · · ESG ratings and basic for improvement Securing financing options · · Improved health and safety culture. Cooperation with suppliers result in low- carbon solutions can be offered to NTG’s customers. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ55 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business ESRS topical standards, topics and sub-topics Environment Social Governance ESRS E1 – Climate change ESRS S1 – Own workforce ESRS G1 – Business conduct · Climate change adaptation · Climate change mitigation · Energy · Working conditions · Equal treatment and opportunities for all · Other work-related rights · Corporate culture · Protection of whistleblowers · Animal welfare · Political engagement and lobbying activities · Management of relationships with suppliers including payment practices · Corruption and bribery ESRS E2 – Pollution ESRS S2 – Workers in the value chain · Pollution of air · Pollution of water · Pollution of soil · Working conditions · Equal treatment and opportunities for all · Other work-related rights Output from the materiality assessment The European Standards (ESRS) lays out 10 top- ical standards across Environmental, Social and Governance topics including sub-topics. Besides the topical standards, there are two cross-cut- ting standards – ESRS 1 General principles and ESRS 2 General disclosures – containing general requirements and disclosures applicable to all re- porting companies and considered as the start- ing point for reporting in compliance with the CSRD framework. NTG's material topics based on our 2024 double materiality assessment are presented in the table on next page. · Pollution of living organisms and food · Substances of concern · Substances of very high concern · Microplastics ESRS S3 – Affected communities · Communities’ economic, social and cultural rights · Communities’ civil and political rights · Rights of indigenous peoples ESRS E3 — Water and Marine resources · Water and Marine resources · Marine reources ESRS S4 – Consumers and end-users · Information-related impacts for consumers and/or end-users · Personal safety of consumers and/or end-users · Social inclusion of consumers and/or end-users ESRS E4 – Biodiversity and ecosystems · Direct impact drivers of biodiversity loss · Impacts on the state of species · Impacts on the extent and condition of ecosystems · Impacts and dependencies on ecosystem services ESRS E5 – Circular economy and resource use · Resources inflows, including resource use · Resources outflows related to products and services · Waste Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ56 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information The material impacts, risks and opportunities identified during the materiality assessment described in below table are presented alongside the topical ESRS E1 Climate change, E2 Pollution, S1 Own workforce, S2 Workers in the value chain and G1 Business conduct in this sustainability statement. The material impacts, risks and opportunities current and anticipated effects are managed through NTG's strategy and business model. Material impacts, risks and opportunities are managed through specific policies, actions, targets and metrics which all also are addressed and described further in each topical section in the statement. Location in Location in IRO value chain Time horizon IRO value chain Time horizon ESRS E1 – Climate change ESRS S1 - Own workforce ❺ ❻ ❼ Health and safety Some groups of employees have a risk of being exposed to injuries and other health risks in the workplace. ❶ ❷ ❸ Emissions from value chain operations NTG arranges low to medium carbon emitting transport operations performed by suppliers on behalf of customers. Actual negative impact ● ● ● ● ● ● ● ● ● ● ● ● Actual negative impact ● ● ● ● Diversity Energy consumption in own operations NTG's own assets is a consumer of energy resources in order to perform its services. Increasing focus on gender diversity and showcasing data on a diverse workforce poses a risk to NTG if not complying. Risk Actual negative impact ● ● ● ● ● ● ● Privacy Low carbon transports and services Customer demands for zero/low carbon transports and services. In case NTG is unable to protect collected data from unauthorised access or misuse. Actual negative impact Opportunity ● ● ESRS S2 - Workers in value chain ESRS E2 - Pollution ❽ ❾ ❹ Health and safety Protecting workers in value chain against incidents, injuries and fatalities. Air pollutants NTG's transport activities via value chain generates emissions and some of these are also air pollutants. Actual negative impact Actual negative impact ● ● ● ● ● ● ● ESRS G1 - Business conduct Prevention and detection including training Despite global anti-corruption laws certain areas of NTG's organisation are at higher risk of corruption and bribery as they operate in countries which have higher risks, including the use of facilitation payments for permits, cargo clearance etc. Risk ● ● ● ● ● Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ57 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities NTG has for years reported on our identified environmental and social impacts, but it is the first year we have assessed our impacts, risks, and opportunities (IROs) based on a double materiality assessment (DMA) performed following the requirements as described in the ESRS regulation. To identify our IROs, we have used a methodology that can be described as a four- step model but with an iterative approach when found relevant during the process. ❶ Step: To identify drivers for our IROs we started analysing the context of our business. Here, we looked at a broad range of input factors and mapped out our business model, value chain including business rela- tionships, activities, products and services, and geographic locations, to see how these could affect or are affected by people and/or the environment. To increase the scope of our analysis, we also conducted desk research to include input from our legal landscape and relevant ESG standards, sector-specific frameworks, research papers, media news, etc. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ58 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ❷ ❸ ❹ Step: To identify any actual and potential positive and negative impacts and any risks and opportunities, we involved relevant internal subject-matter experts. Step: To identify actual and potential impacts, both positive and negative, as well as any risks and opportunities, we have involved relevant internal subject- matter experts. To define materiality, a threshold of above 2.5 was used for both impact materiality and financial materiality. When the combined score of the double materiality assessment result is above 2.5, it is considered a material topic to NTG. Step: Based on the result of the list of material matters for NTG ESRS 2 and the relevant topical standards were consulted to assess disclosure requirements and data points to be used for gap analysis and final reporting. These experts, drawn from both business operations and Group functions, possess deep industry and operational knowledge and engage in continuous dialogue with our affected stakeholders. Additionally, the group of stakeholders provided valuable insights on sustainability matters and assisted therefore in identifying all relevant IROs in this process. Due to their knowledge and continuous en- gagement with our stakeholders, they served as proxies for input from external stakehold- ers, when relevant. We mapped the identified IROs to the list of matters presented in ESRS 1, AR 16 and added entity-specific matters, if relevant. These assessments were conducted in bilateral meetings. The experts were used as proxies for input from external stakeholders in this process, when relevant. Impact materiality was assessed according to their severity (scale, Scope and irremediability) and likelihood. Irremediability was not included for positive impacts, and likelihood was not included for actual impacts. Financial materiality was scored on all risks and opportunities identified and in accordance with their financial magni- tude and likelihood of occurrence. We mapped impacts, assessed risks from dependencies, and identified opportunities from stakeholder impacts, such as the demand for zero/low carbon transports. The material matters can be found on the previous page. The final score was derived from a blend of assumptions, our own data, third-party quan- titative data (where available and practical), and qualitative insights from meetings with both internal and external stakeholders. When applicable, location-specific factors were also considered in evaluating the identified IROs. The assessment process was further enriched by utilising pre-existing records, self-assessment results, document analysis, academic research, and more. Additionally, our evaluation considered silent stakeholders, such as nature, through the perspectives of NGOs. Omitted sustainability topics Some sustainability topics and sub-topics were deemed immaterial in our process to identify and assess materiel topics and were excluded from the review. This includes ESRS topical standards E3 – Water and marine re- sources as we do not significantly utilize water and marine resources in our daily operations, E4 – Biodiversity and ecosystems as NTG's efforts in climate change mitigation indirectly help prevent ecosystem changes caused by global warming. E5 – Circular economy as NTG’s operations do not involve any signifi- cant resource inflows or outflows. Lastly, the Board of Directors and Group Executive Management are responsible for setting the NTG Group’s business strategy and risk management, including sustainability matters. The process and approach for the DMA and final result of material IROs has been presented to the Group Executive Manage- ment and Board of Directors to get their input and approval. A 5-point scale was used to score both impact materiality and financial materiality, and a total score was calculated. For risks, we have used the same approach and scale as for assessment of risk management in NTG. This prioritizes sustainability-related risks alongside other risks in NTG's yearly assessment. NTG view risks as any adverse event, likely or unlikely, that may impact the Group’s business, opera- tions, financial position, or prospects. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ59 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS2 IRO-2 Content index of ESRS disclosure requirements Disclosure Requirement IRO-2 – Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement Sustainability Statement reference page Sustainability Statement reference page List of material disclosure requirements List of material disclosure requirements Page 44 Page 45 Page 46 Page 47 Page 48 ESRS 2 BP-1 General disclosures E1 Climate change General basis for preparation of sustainability statements Disclosures in relation to specific circumstances The role of the administrative, management and supervisory bodies E1-1 Transition plan for climate change mitigation Integration of sustainability-related performance in incentive schemes Page 61 Page 48 BP-2 ESRS 2 GOV-3, E-1 GOV-1 GOV-2 ESRS 2 SBM-3, E-1 Material impacts, risks and opportunities and their interaction with strategy and business model Page 64 Page 63 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies ESRS 2 IRO-1, E-1 Description of the processes to identify and assess material climate related impacts, risks and opportunities GOV-3 GOV-4 GOV-5 SBM-1 SBM-2 SBM-3 Integration of sustainability-related performance in incentive schemes Statement on due diligence Page 48 Page 113 Page 49 Page 50 Page 54 Page 55 E1-2 E1-3 E1-4 E1-5 E1-6 E1-9 Policies related to climate change mitigation and adaptation Actions and resources in relation to climate change policies Targets related to climate change mitigation and adaptation Energy consumption and mix Page 66 Page 67 Page 68 Page 73 Page 70 Page 46 Risk management and internal controls over sustainability reporting Strategy, business model and value chain Interests and views of stakeholders Gross Scopes 1, 2, 3 and Total GHG emissions Material impacts, risks and opportunities and their interaction with strategy and business model 4. Impact, risk and opportunity management Anticipated financial effects from material physical and transition risks and potential climate-related opportunities IRO-1 IRO-2 Description of the processes to identify and assess material impacts, risks and opportunities Page 57 Page 59 E-2 Pollution Disclosure requirements in ESRS covered by the undertaking's sustainability statement ESRS 2 IRO-1, E-2 Description of the processes to identify and assess material pollution- related impacts, risks and opportunities Page 78 E2-1 E2-2 E2-3 E2-4 Policies related to pollution Page 78 Page 78 Page 78 Page 78 Actions and resources related to pollution Targets related to pollution Pollution of air, water and soil Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ60 Sustainability statementꢁꢁ→ GeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Sustainability Statement reference page Sustainability Statement reference page List of material disclosure requirements List of material disclosure requirements S-1 Own workforce G1 Business conduct ESRS 2 GOV-1, G-1 The role of the administrative, supervisory and management bodies Page 107 Page 105 ESRS 2 SBM-3, S-1 Material impacts, risks and opportunities and their interaction with strategy and business model Page 91 ESRS 2 IRO-1, G-1 Description of the processes to identify and assess material impacts, risks and opportunities S1-1 S1-2 Policies related to own workforce Page 92 Page 93 Processes for engaging with own workforce and workers' representatives about impacts G1-1 G1-3 G1-4 Corporate culture and business conduct policies and corporate culture Prevention and detection of corruption and bribery Confirmed incidents of corruption or bribery Page 109 Page 110 Page 110 S1-3 S1-4 Processes to remediate negative impacts and channels for own workforce to raise concerns Page 94 Page 92 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Page 93 S1-6 Characteristics of the undertaking's employees Diversity metrics Page 96 Page 96 Page 97 Page 99 S1-9 S1-14 S1-17 Health and safety metrics Incidents, complaints and severe human rights impacts S-2 Workers in value chain ESRS 2 SBM-3, S-2 Material impacts, risks and opportunities and their interaction with strategy and business model Page 100 S2-1 S2-2 S2-3 Policies related to value chain workers Page 101 Page 103 Page 103 Processes for engaging with value chain workers about impacts Processes to remediate negative impacts and channels for value chain workers to raise concerns S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions Page 104 S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Page 104 Management reviewꢁꢁ NTGꢀAnnual Report 2024ꢀ•ꢀ61 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernance ꢁꢁAppendix ESRS E1 Environment information Climate change NTG's transition plan NTG operates as an asset-light freight forwarder, specialising in customised transport solutions across road, rail, air, and ocean. Within our international network, we act as coordinators, planners, and negotiators, collaborating closely with our physical transport suppliers to optimise supply chains. Most of our carbon emissions come indirectly from our value chain. According to the Greenhouse Gas Protocols (GHG) terminology and divisions of carbon emissions, these are our Scope 3 carbon emissions. E1-1 Transition plan for climate change mitigation Further, we have worked on plans to reduce emissions from various direct and indirect sources. NTG has committed to set our emission re- duction targets in line with the Science Based Targets initiative (SBTi) to limit global warming to 1.5°C towards 2030 and reach net-zero emissions by 2050 in line with the most recent climate research and recommendations and Paris Agreement goals. Already in 2023 NTG completed calculations of relevant emissions according to the Greenhouse Gas Protocol from our 2022 activities that is required by SBTi before presenting targets for reduction. NTG has in 2024 confirmed its commitment but not yet presented our emission reduction targets to SBTi. While we have managed to build reduction plans for own direct emission sources in Scope 1 and 2, it remains challeng- ing to build trustworthy reduction targets towards 2030 for emissions from subcontract- ed transports that constitutes 98% of NTG’s total emissions. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ62 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information How we pursue our goals costs and reduce carbon emissions. As an As previously mentioned, most of our carbon emissions are indirect, originating from our value chain and classified as Scope 3 emissions by the SBTi and the Greenhouse Gas Protocol. To achieve the 1.5°C target, collaboration with our customers and support from suppliers are essential in reducing the carbon footprint of our supply chains. NTG focuses on the key areas mentioned below to reduce indirect Scope 3 carbon emissions and promote the adoption of fossil fuel alterna- tives in the transport sector. example, there is a direct correlation between price, lead time, and emissions, and faster transport options tend to be more costly and emit more carbon. When feasible, based on market conditions and timing, we explore the possibility of “slow steaming” by switching to alternative transport modes. Bio-fuels – a decarbonising alternative NTG is committed to exploring local de- carbonising alternatives to fossil fuels with customers and suppliers. It is often an option to choose decarbonising alternatives, which, despite not yet being developed on a global scale, can be offered locally. As an example, bio-based fuels can already be used in various means of transport today from trucks to airplanes. Optimising customer supply chains in collaboration with our customers NTG, a experienced freight forwarder, actively challenges our customers’ existing transport setups. By analysing their current arrange- ments, we try to identify areas for improve- ment. Battery electric vehicles We are continuously exploring the deploy- ment of battery electric vehicles (BEVs) on routes that match their capacity and range with our customers and suppliers. The ca- pacity will still be limited and there will often be an increased cost when choosing such solutions compared to similar fossil-based transport solutions. Through customised carbon emission reports and a thorough assessment of each customers’ setup, we strive for even greater efficien- cy. Often, this optimisation involves minor adjustments to transport patterns, necessitat- ing customers’ willingness to adapt. In a next step, we carefully evaluate the most suitable transport mode for each shipment. By making informed choices, we can simultaneously save Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ63 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS E1 ESRS 2 – E1 Climate-related impacts, risks and opportunities KPIs 2024 Progression Read more Reduction of GHG Working on roadmap emissions NTG has committed to set our emission reduction targets in line with SBTi to limit global warming to 1.5°C and reach net-zero emissions by 2050. We are exploring different technologies in close collaboration with our sub vendors. Page 69 for reaching targets NTG has streamlined the Stakeholder Assessment, enhancing our sustainability impact Optimise customer supply chains in collaboration with our customers Made more than 200 customised carbon emission reports To ensure transparency towards the customers, we have set up a framework to report on customised carbon emissions to each of our customers who wants it. Based on the discussions following the report, we are able to evaluate on current set-up to reduce theirs and our carbon footprint. Page 67 E1.IRO-1 Commitment to exploring local decarbonising alternatives to fossil fuels Increased transports running on alternative fuels In 2024, we expanded our engagement with customers by more systematically offering bio-based fuel transports as an alternative to fossil-based options. In 2025, we also introduced a fully electric operated truck among our own fleet. Page 67 Description of the processes to identify and assess material climate related impacts, risks and opportunities As part of our commitment to the ESRS principles on double materiality and assess- ment requirements, we have streamlined our stakeholder assessment process. change. These experts, with insights in both business operations and Group functions, pos- sess deep knowledge and engage in continu- ous dialogue with our affected stakeholders. Own Additionally, the group of stakeholders provides valuable insights on sustainability matters and assists in identifying and scoring the impacts regarding its materiality. IRO Upstream operation Downstream 1 2 3 Emissions from value chain operations Energy consumption in own operations Low carbon transports and services Actual negative impact ● We have based our identification of actual and potential impacts, risks and opportunities from information and knowledge through a formalised dialogue with NTG's key stake- holders. Actual negative impact Opportunity ● Based on input from stakeholders and internal experts, NTG has evaluated scenarios for identifying climate-related physical and transistional risks and opportunities in own operations and in our value chain. ● Further, we have chosen to involve relevant internal subject-matter experts and use them as proxies in assessing our sustainability-relat- ed impacts, in example our impacts on climate 2 1 3 Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ64 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 SBM-3, E-1 Material impacts, risks and opportunities NTG has identified two impacts and one opportunity to be material in relation to climate change: ❶ ❷ ❸ Emissions from value chain operations Energy consumption in own operations Demand for zero/low carbon transports Impact Impact Opportunity NTG arranges low to medium-carbon emitting transport operations performed by suppliers on behalf of customers and for this reason, NTG depends on fossil fuels to run its busi- ness. The use of fossil fuels contributes to the release of GHG emissions, which impacts global warming negatively. While the majority of NTG’s emissions orig- inate from our value chain, we also manage few assets directly, including buildings, com- pany cars, and a small fleet of trucks. Climate change and a transition to carbon neutrality may lead to shifts in customer needs and demands, which may lead to a demand for zero/low carbon transports. NTG could potentially fulfil these demands by taking the lead on the transition towards a more sustainable supply chain. These assets contribute to carbon emissions through their energy and fuel consumption during operations. NTG’s own assets consume energy resources to perform its services, which releases GHG emissions and constitutes a negative impact on the climate. The GHG emissions are emitted mainly in the downstream value chain when suppliers conduct transports on behalf of NTG. Low carbon fuels and technologies come with a premium, and if customers are willing to pay this extra cost for "green" solutions, it could imply raising revenues for NTG. The consequences of climate change attract more attention in society in general and our various stakeholder groups raise concerns on how NTG can minimise the impact of climate change more frequently. The opportunity is already incorporated in NTG's general strategy and in our dialogue with our customers on possible options to reduce emissions from our offered transport and logistic services. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ65 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information E-1.SBM3 Material impacts, risks and opportunities and their interaction with strategy and business model Resilience analysis of NTG's strategy and business model NTG has confirmed its commitment to set our emission reduc- tion targets in line with the SBTi to limit global warming to 1.5°C towards 2030 and reach net-zero emissions by 2050 in line with most recent climate research and recommendations and Paris Agreement goals. In 2025, we intend to further improve our work on mapping our activities within different emission categories in detail, to get a solid baseline and understanding of the reduction targets that must be prepared to build up a baseline for our future improve- ments. This also includes creating a resilient plan for reducing carbon emissions from various direct and indirect sources categorised as Scope 1, 2 and 3. This is the backbone of NTG’s climate resil- ience analysis of our strategy and business model. Limited alternatives for our industry The transport sector still has few viable alternatives to fossil fuels as an energy source. We rely on continuous technologi- cal innovation, and the pace of development in the industry is crucial. These alternatives face significant challenges in terms of scalability, technology, and infrastructure at local, regional, and global levels. Additionally, the higher costs associated with these alternatives act as a barrier, as only a few stakeholders are willing to share these expenses, further hindering widespread adoption. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ66 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS E1 First fully electrical 3-axle truck deployed in one of NTG's traffics in the beginning of 2025, through our close collaboration with the customer and the haulier. Policies related to climate change mitigation and adaptation NTG's environmental and climate policies address both climate change mitigation and climate change adaptation. Following is a short description the key contents of our policies. E1-2 Code of Conduct for Employees ESG and Diversity Policy Environment Environmental impact We recognise our responsibility to minimise our environmental impact and support eco-friendly initiatives to address climate change mitigation such as renewable energy deployment. We comply with environmental regulations and aim to adopt new technologies for positive environmental effects. Finally, as stated in our ESG and Diversity Policy and the section on environmental impact, it is NTG’s aim to provide higher transparency on our level of carbon emissions and further that NTG performs annual estimations of our carbon emissions in accordance with the Greenhouse Gas Protocol principles and industry-based best practices. Initiatives to increase NTG’s carbon efficiency and decrease our total carbon footprint are continuously analysed and evaluated. To adapt to climate change, we are certifying NTG companies with ISO 14001 and encourage employees to engage in pollu- tion reduction, resource conservation, and other environmental protection activities. Bringing transparency to the area of carbon emissions is important to create actionable insights which enable continued improvements and promote sustainable service offerings to our customers. Code of Conduct for Suppliers Environment and climate As an asset-light freight forwarder, NTG's climate impact mainly comes from indirect emissions through suppliers. Collaboration with customers and suppliers is crucial for reducing carbon emissions. Suppliers must comply with environmental laws and support NTG's carbon reduction initiatives, participating in joint eco-friendly projects. To adapt to climate change, NTG expects suppliers to minimise vehicle idling and keep drivers informed on efficient driving techniques to ensure low fuel consumption. Further, we mention that NTG’s direct emissions mainly relate to office buildings and terminals where we are in a better position to control the environmental impact. Albeit direct emissions are very limited, we continuously strive to identify viable opportu- nities to reduce direct emissions through energy efficiency and savings across locations. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ67 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS E1 Actions and resources in relation to climate change policies E1-3 Streamlining customer supply chains transport services. Following this success, the company began and in the beginning of 2025, one of our Danish-based road subcontractors finally received a delayed, but long-awaited, truck dedicated to service a customer’s linehaul between pro- duction and warehouse facilities. Any GHG emission reduction from thise activity has not been quantified. NTG produces several customer-specific reports annually to calculate carbon emissions from the transport activities they have purchased. These reports are highly valued by our customers. While some use them for their own carbon emission invento- ries, many find them instrumental in identifying ways to reduce their environmental impact from transport. The reports bring the customers transparency in their supply chain on the highest emitters of emissions and thereby highlighting where reduction efforts can be applied most effectively. Additionally, these reports provide a baseline for setting reduction targets and monitoring progress over time, which customers have found essential for their sustainability initiatives. Any GHG emission reduction from these activities have not been quantified. discussions with its subcontractors to start using HVO and to agree on compensation for the increased costs. In 2024, NTG’s subcontractors fuelled over a million litres of HVO100 fuel, saving more than 2.7 million tonnes of CO2e emissions compared to the emissions that would have been produced using European standard bio-blended diesel. The last two examples of actions aimed at mitigating our climate change impact could potentially reduce NTG’s direct scope 1 or our indirect scope 3 GHG emissions, depending on whether the asset is owned by NTG or a supplier Battery electric vehicles We are continuously exploring the deployment of battery electric vehicles (BEVs) on routes that match their capacity and range. Just like our approach to the bio-based fuel, HVO, this process also follows a step-by-step process. We began by initiating a di- alogue with individual customers, followed by discussions with one or more subcontractors. Since purchasing a BEV can be up to three times more expensive than a fossil-fuelled truck, it is crucial for NTG to secure the investment in collaboration with both the customer and the subcontractor. Bio-fuel – a decarbonising alternative NTG is committed to exploring local decarbonising alternatives to fossil fuels. In 2024, we expanded our engagement with customers by more systematically offering bio-based fuel trans- ports as an alternative to fossil-based options. NTG’s Swedish domestic road company, has since 2023 used Hydrotreated Vegetable Oil (HVO), a bio-based fuel. Although HVO is more expensive than standard bio-blended diesel, its introduction was phased into the transports gradually in 2023. Our key customers agreed to an increased diesel surcharge in exchange for a significant reduction in emissions from their Additionally, it is essential for all parties to agree on any neces- sary investments in charging facilities for the BEVs, as the public network of charging stations for BEV’s is not as developed as those for electric cars in Northern Europe. Late in 2024, we introduced a fully electric operated truck among our own fleet Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ68 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS E1 Targets related to climate change mitigation and adaptation E1-4 In line with our commitment to managing material climate change impacts, NTG is setting concrete targets to mitigate our environmental footprint. We aim to establish two global targets to reduce our GHG emissions. The first target will be an absolute reduction of our combined Scope 1 and Scope 2 GHG emissions from our own activities. The second target will likely be an intensity reduction for emissions from our value chain, addressing Scope 3 GHG emissions from both upstream and downstream activities. In 2024, NTG confirmed its commitment but has not yet presented our emission reduction targets to the SBTi. This impluthat NTG has not yet set targets to manage our materiel climate-related impacts. We have developed reduction plans for our direct emission sources in Scope 1 and 2 but creating reliable reduction targets for subcontracted transports towards 2030, which constitute approximately 98% of NTG’s total emis- sions, remains a challenge. We have identified two key strategies to achieve our targets. To reduce Scope 1 and 2 GHG emissions, we must transition to renewable energy across our own operations. To reduce Scope 3 GHG emissions, we need to collaborate with customers and suppliers to lower emissions from our transport activities. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ69 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS E1 Gross Scopes 1, 2, 3 and Total GHG emissions Our own activities contribute to carbon emissions in various ways, such as energy use in our buildings and fuel consumption in our own vehicles. These emissions are classified as Scope 1 and Scope 2 according to the Greenhouse Gas Protocol. E1-6 19% in 2024. This is a result of an increasing electricity and – Germany, Denmark and Sweden. The highest emissions in these countries are a natural consequence of the significant concentration of activities and large asset base of the NTG entities operating in these countries. Scope 1 GHG emissions – general overview district heating consumption in our buildings, combined with an increased demand for charging our growing fleet of company cars by electricity. Our own activities contribute to carbon emissions in various ways, such as energy use in our buildings and fuel consumption in our vehicles. These emissions are classified as Scope 1 and Scope 2 according to the Greenhouse Gas Protocol. Renewable energy production through our own roof-top solar panels Scope 3 GHG emissions - overview The largest part of our carbon emissions (%) come indirectly from our value chain. According to the Greenhouse Gas Proto- cols terminology and divisions of carbon emissions, these are our Scope 3 carbon emissions. The increased number of assets, which was a result of NTG’s acquisitions in 2024, inevitably resulted in an increase of the direct emissions from owned and controlled assets - the Scope 1 and Scope 2 emissions. The roof-top mounted solar installations in some of the NTG entities continue to produce more electricity with zero carbon footprint. During the reporting period, NTG more than doubled its installed capacity. The power produced is used directly by the NTG entities and it reduces the amount of electricity they purchase and consume from the grid, and consequently, lowers their Scope 2 GHG emissions. Compared to previous year, in 2024, the production of renewable energy by the roof-top solar panels has increased by more than 33%, and along with this, the consumption of the self-produced renewable energy increased by 39%. Even though the decarbonising solutions come with increased costs compared to traditional fossil-based transport options, the initiative is well received by customers and subcontractors. In 2024, more than 1,332,000 litres of HVO fuel have been fuelled (three times more than previous year) saving more than 2,600 tons of Scope 3 CO2e emissions compared to the emissions if European standard bio-blended diesel had been used. The saved emissions in 2024 are more than 3 times more than those saved during the previous year in relation to the consumed HVO fuel (2,604 tons CO2e in 2024 compared to 691 tons CO2e in 2023). The higher consumption from owned and controlled assets con- stitutes a 39% increase in Gross Scope 1 GHG emissions (TTW approach) in 2024. Since 2022, NTG’s policy on company cars has been in force, which allows only electric or plug-in hybrid electric vehicles (PHEV). Despite the latest acquisitions bringing a number of fossil fuelled company cars into the totals, the share of electric and PHEV still grew slightly compared to last year. The Scope 2 emissions saved by the self-generated renewable energy equals 121 tons CO2 (location-based) Scope 2 GHG emissions – general overview The indirect emissions from the generation of electricity, heat, The table on next page illustrates the allocation of Scope 1 and 2 GHG emissions by country, with an emphasis on the first three countries with highest amounts of emissions from own activities or steam that we purchase have increased by approximately Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ70 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS ID Unit 2024 2023 ESRS ID E1-6_28 Biogenic emissions Unit 2024 1. Gross scopes 1, 2, 3 and total GHG emissions Gross Scope 1 GHG emissions and total GHG emissions (Tank-to-wheel) 2. GHG emissions outside of scopes Biogenic emissions of CO2 from combustion or bio-degradation of biomass that occur in value chain not included in Scope 3 GHG emissions E1-6_01, E1- 6_02, E1-6 -04, E1-6-05, E1- 6_06, E1-6-07, E1-6-11 tonnes CO2e 2,722 7,765 7,254 Buildings tonnes CO2e 1,217 731 Company cars tonnes CO2e tonnes CO2e 1,188 5,360 1,060 5,463 3. GHG emissions intensity GHG Emission intensity – Location-based - Scope 1 emissions (Tank-to-wheel) Own/leased trucks and forklifts E1-6_30 tonne CO2/ DKKm 0.83 0.16 0.99 Gross Scope 2 GHG emissions and total GHG emissions (Location-based) (Tank-to-wheel) 1,451 1,389 60 1,225 1,225 N/A GHG Emission intensity – Location-based - Scope 2 emissions (Tank-to-wheel) tonne CO2/ DKKm Buildings tonnes CO2e tonnes CO2e tonnes CO2e Total GHG Emission intensity – Scope 1 and 2 emissions (Tank-to-wheel) tonne CO2/ DKKm Company cars Electric trucks 2 N/A Gross Scope 3 GHG emissions (Tank-to-wheel) Road transport 580,323 338,621 205 596,755 380,322 8 tonnes CO2e tonnes CO2e tonnes CO2e tonnes CO2e Railway transport Total Scope 1 (TTW) Air transport 141,465 100,032 114,820 101,604 Ocean transport Scope 1 (TTW) Total GHG emissions (Tank-to-wheel) Total CO2e GHG emissions - scope 1, 2 and 3 ESRS ID E1-6_03 Country Unit Scope 2 +Scope 2 tonnes CO2e 589,539 605,233 4. Scope 1 and Scope 2 GHG emissions – split by country: Countries with highest emissions * The comparative information for 2023 is not covered by PwC's CSRD limited assurance on page 170. Germany tonnes CO2e tonnes CO2e 3,305 2,276 357 265 3,662 2,541 Denmark Sweden Other Total tonnes CO2e tonnes CO2e tonnes CO2e 1,006 1,178 7,765 125 704 1,131 1,882 9,216 1,451 Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ71 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Accounting policies, methodologies and significant assumptions Accounting policy Key accounting estimations and assumptions, Scope 1, 2 and 3 GHG emissions for which it has operational control (i.e. "investees such as associates, joint ventures, or unconsolidated subsidiaries that are not fully consolidated in the financial statements of the consolidated accounting group, as well as contractu- al arrangements that are joint arrangements not structured through an entity"). factors for calculating CO2 emissions are www.ourworldin- data.org for the electricity emission factors for the energy used both in buildings and vehicles, and DEFRA regarding dictrict heating consumption in own buildings. from remaining GHG Scope 3 categories are category 1, 2, 3, 5, 6 and 7. These categories were assessed in 2022 and the total emissions from these categories was approx. 3.5% of NTG's total GHG emissions. NTG are working on dislcosing data from relevant categories in 2025. NTG Group's revenue generating activities are the basis for data for calculating the Scope 3, category 4 emissions eliminated for irrelevant, non-transport revenue generating activities. There are inherent sources of estimation and uncertainty in GHG emissions. These uncertainties stem from the methodologies and assumptions employed in calculations. To minimise these uncertainties and maintain transparen- cy, NTG follows established standards and protocols. Disclosure of significant changes in definition of what constitutes reporting undertaking and its value chain and explanation of their effect on year-to-year comparability of reported GHG emissions (E1-6_14) No significant changes on group level that would impact the overall year-to-year comparability of reported GHG emissions. Gross scope 1 GHG emissions (E1-6_07) Scope 1 and 2 GHG emissions are calculated using actual data where available, combined with emission factors for relevant activities. Estimates have been applied when ac- tual data on consumption was not available. Estimates have been based on factors applied from similar activities in NTG in accordance with internal NTG reporting guidelines. Direct carbon dioxide equivalent (CO2e) emissions based on reported or estimated consumption from owned or controlled sources, which are company cars and forklifts powered by fossil fuels, our own small fleet of trucks, forklifts used in our terminals and warehouses (fuelled with diesel or propane gas) and consumption of natural gas or heating oil in own buildings. Emissions from buildings are calculated using emission factors from UK Government GHG Conversion Factors for Company Reporting, Version 1, 2024 (DEFRA). Emissions from company cars, forklifts and owned trucks are calculated using emission factors per relevant fuel type from DEFRA and the GLEC Frame- work for logistics emissions, accounting and reporting, version 3.1 (GLEC). Scope 1 GHG emissions are disclosed using the Tank-to-wheel (TTW) approach. Indirect CO2 emissions from transport activities are aligned with methodolgies in the GLEC Framework. Carbon dioxide equivalent emissions are disclosed following the Tank-To- Wheel (TTW) approach for our transport activities except where otherwise stated. Scope 3, category 4 emissions are calculated based on transport data from NTG standard transport management systems (93%) and from legacy transport management systems (7%), including data on freight volumes transported by different transport modes to and from different destinations. As data from our stand- ard transport management systems is considered to contain greater transparency, and NTG plans to transfer activities from legacy transport management systems to standard transport management systems. Gross Scope 3 greenhouse gas emissions (E1-6_11), Gross Scopes 1, 2, 3 and Total GHG emissions – Scope 3 GHG emissions (GHG Protocol) (E1-6_04), Gross Scopes 1, 2, 3 and Total GHG emissions – Scope 3 GHG emissions (ISO 14064-1) (E1-6_05), Gross Scopes 1, 2, 3 and Total GHG emissions – total GHG emissions – value chain (table E1-6_06), Percentage of GHG Scope 3 calculated using primary data (E1-6_25), Disclosure of why Scope 3 GHG emissions category has been excluded (E1-6_26), List of Scope 3 GHG emissions categories included in inventory (E1-6_27), Disclosure of reporting boundaries considered and calculation methods for estimating Scope 3 GHG emissions (E1-6_29) NTG is reporting on the GHG Protocol's Scope 3, category 4 (Upstream transportation and distribution) as transportation and distribution services is our core business and the main part of the services/capacities are purchased from hauliers, ocean carriers, airlines, and other capacity providers and more than 98% of the total carbon emissions originates from our subcontracted activities. NTG's GHG emissions Scope 3 GHG emissions are calculated using actual trans- port data from own transport management systems where available covering 97% of our transport activities. The remaining emissions are estimated based on extrapolation of information on revenue from transport activities to reach full coverage of our transport activities. E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions NTG's carbon footprint provides a general overview of the company's greenhouse gas emissions converted into CO2 equivalents (CO2e). The emissions reported in scope 1, 2 and 3 are inspired by the definitions in the GHG Protocol. The reported total scope 1, 2 and 3 emissions consolidate the emissions data of all companies in the structure of NTG, all of them being under the full financial and opera- tional control of NTG, and each one of them being a part of the consolidated accounting group. NTG doesn't have in its structure any other entities, activities or projects Gross location-based Scope 2 GHG emissions (E1-6_09) Scope 2 GHG emissions are calculated and disclosed by applying the location-based approach following the GHG protocol. The basis for calculating the Scope 2 GHG emissions is NTG entities' reported or estimated (in some specific cases) consumption from purchased electricity and district heating in own buildings; and from purchased and consumed electricity in own company cars and one electric truck. The frameworks used as a sourse basis of emission Transport data from our standard and legacy transport management systems cover 97% of scope 3 GHG emissions from our transport activities. The remaining emissions are estimated based on extrapolation of information on reve- nue from transport activities and average emission factors to reach full coverage of emission from our activities. For road transports NTG estimate emissions partly on the average fuel utilisation ratios reported for trucks owned by NTG and by subcontractors and used for the transports of Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ72 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Accounting policies, methodologies and significant assumptions Accounting policy NTG's customers freight, and partly on transport data from NTG's traffic management systems. Biogenic emissions of CO2 from combustion Net revenue other than used to calculate GHG intensity (E1-6_35) NTG has no revenue from any other activities. or bio-degradation of biomass that occur in value chain not included in Scope 3 GHG emissions (E1-6_28) The metric presents Scope 3 biogenic emission from combustion of biofuel (HVO 100) calculated as a TTW emission. This biogenic emission is considered out of the other emission scopes and is calculated based on the consumption of HVO100 fuel purchased by subcontractors and used to perform transports by NTG entities. Source of the emission factor is GLEC. For railway transports NTG estimates emissions partly on the average emissions from the EcoTransIT World calculator using data from main fossil fuelled traffic lines for the transports of NTG's customers freight, and partly on transport data from NTG's traffic mangament systems. The data base for railway carbon emission calculations is subject to uncertainty and is not complete. Incomplete data for railway transport is included conservatively among NTG's other modes of transport. We will continue our work on improving the insufficient data base. Percentage of Scope 1 GHG emissions from regulated emission trading schemes (E1-6_08) NTG doesn't participate in regulated emission trading schemes. Disclosure of reconciliation to financial statements of net revenue used for calculation of GHG emissions intensity (E1-6_32) The net revenue has been reconciled to the Annual Report, page 20, Condensed Income statement. GHG emissions intensity, location-based (total GHG emissions per net revenue) (E1-6_30) Total GHG emissions (scope 1, 2 and 3) divided by unit of total net revenue. Scope 1 GHG emissions intensity is presented as intensity of emissions calculated by TTW ap- proach – this applies to the summed-up amounts of Scope 1 and 2 emissions as well. For calculating the emissions intensity, Scope 2 emissions are presented following the location based approach. For ocean transports NTG estimates emissions partly on the Clean Cargo Working Group, which collects information on global container shipping trade lane emissions factors from subcontractors used by NTG for the transports of NTG's customers freight, emission factors from GLEC and partly on transport data from NTG's traffic management systems. Net revenue (E1-6_33), Net revenue used to calculate GHG intensity (E1-6_34) The net revenue has been reconciled to the Annual Report, page 20, Condensed Income statement. For air transports NTG estimates emissions partly on the av- erage carbon emissions reported by subcontractors and used for the transports of NTG's customers freight, and partly on transport data from NTG's traffic management systems. Biogenic emissions of CO2 from combustion or bio-degra- dation of biomass not included in Scope 1 GHG emissions (E1-6_24) No Scope 2 related biogenic emissions of CO2 from the combustion or bio-degradation of biomass. GHG emissions – by country, operating segments, economic activity, subsidiary, GHG category or source type (E1-6_03) The table presents the distribution of Scope 1 and 2 GHG emissions by country, showing the three countries with highest emissions. Biogenic emissions of CO2 from combustion or bio-degra- dation of biomass not included in Scope 2 GHG emissions (E1-6_24) No Scope 2 related biogenic emissions of CO2 from the combustion or bio-degradation of biomass. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ73 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS E1 Targets related to climate change mitigation and adaptation E1-5 ESRS ID Metric Unit 2024 Energy consumption and mix 1. Energy consumption Total energy consumption The energy consumption and mix in NTG’s own operations and controlled entities is presented in the tables on this page. During 2024, NTG’s energy consumption relates to NTG’s own operations, representing energy from fossil sources (oil and petroleum products and natural gas) from fuels, electricity, and district heating. E1-5_01, E1-5_19 MWh 150,055 E1-5_02 E1-5_11 Energy consumption from fossil sources MWh MWh 31,532 Fuel consumption from crude oil and petroleum products 25,933 E1-5_12 E1-5_14 Fuel consumption from natural gas MWh MWh 5,600 Renewable sources include energy produced and consumed from roof-top mounted solar panels in NTG’s buildings. Consumption of purchased or acquired electricity, heat, steam, or cooling from fossil sources 118,522 2. Renewable energy: production and consumption E1-5_05 E1-5_08 Total energy consumption from renewable sources MWh MWh 635.58 635.58 Consumption of self-generated non-fuel renewable energy 3. Energy intensity and mix E1-5_18 E1-5_09 E1-5_15 Energy intensity per net revenue MWh/ DKKm 16.05 0.42 Percentage of renewable sources in total energy consumption % Percentage of fossil sources in total energy consumption % 99.58 Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ74 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Accounting policies, methodologies and significant assumptions Accounting policy All reported energy metrics refer to NTG's own operations and controlled entities, assets and vehicles. All metrics de- rives from information collected from all NTG entities per asset type and relevant consumption based on presented consumption documentation. To ensure completeness in the reported data, estimations were used in some specific cases where the data from actual consumption was inac- cessible. Estimations are based on the average consump- tion for the respective asset and type of consumption from other NTG entities. (EU) 2019/2088 and Annex 1 of the related Delegated Regulation with regard to disclosure rules on sustainable investments. Consumption of purchased or acquired electricity, heat, steam, or cooling from fossil sources (datapoint E1-5_14) Includes the total electricity consumption from owned and leased buildings, cars, and electric trucks, and the district heating for buildings. Further, these components of the consumption are used as the basis for calculating of Scope 2 GHG emissions. Fuel consumption from renewable sources (E1-5_06) Only the self-generated renewable energy produced from own solar panels can be distinguished (it is reported in datapoint E1-5_08, see below). NTG don't have any available information about direct energy consumption from renewable sources regarding energy purchased from specific suppliers. Energy consumption from fossil sources (E1-5_02) The reported amount of energy consumption from fossil sources includes the crude oil and petroleum products, and natural gas fuels. This numbers includes in itself the amounts reported in the two rows below under datapoints: The reported number includes in itself the consumption of self-generated renewable energy from NTG entities with roof-top mounted solar panels. Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (E1-5_07) No specific information about the electricity purchased dirctly from suppliers of energy from renewable sources. NTG doesn't consume any directly purchased heat, steam or cooling from renewable sources. Fuel consumption from crude oil and petroleum products (E1-5_11) Includes the consumption of burning oil used for heating of owned and leased building premises; and the fossil fuels used for owned and leased cars and trucks – gasoline (cars) and diesel (cars, trucks, forklifts fueled by diesel). Any measurements of metrics related to energy consump- tions disclosed have not been validated other than by the assurance provider. Total energy consumption from nuclear sources (E1-5_03) NTG does not have available information which could distinguish any direct energy consumption from nuclear sources. Total energy consumption (E1-5_01) and Energy intensity from activities in high Total energy consumption from activities in high climate impact sectors (E1-5_19) climate impact sectors – total energy consumption per net revenue (E1-5_18) The metric is calculated as a total energy consumption in high climate impacts sectors per unit of net revenue (DKKm), so the result is presented as MWh/DKKm. Fuel consumption from natural gas (E1-5_12) Includes natural gas used for heating of owned and leased building premises and the gas propane used for fueling of owned and leased forklifts. Percentage of energy consumption from nuclear sources in total energy consumption (E1-5_04) NTG does not have available information which could distinguish any direct energy consumption from nuclear sources. The reported amount of total energy consumption includes the energy consumption from fossil sources (crude oil and petroleum products, and natural gas fuels) and the Con- sumption of purchased or acquired electricity, heat, steam, or cooling from fossil sources. Fuel consumption from other fossil sources (E1-5_13) NTG doesn't consume fuel from other fossil sources than already disclosed. No fuel consumption from coal and coal products (datapoint E1-5_10). High climate impact sectors used to determine energy intensity (E1-5_20) Total energy consumption from renewable sources (E1-5_05) The same amount has been reported under datapoint E1-5_19 (Total energy consumption from activities in high climate impact sectors) due to the assumption that all all NTG activities are in high climate impact sector – all own activities of the company are supporting transportation. Transportation activities fall within NACE code, section H – Transporting and storage as defined in the Regulation All NTG energy consumption is considered related to high climate impact sector because all own activities of the company are supporting transportation. Transportation ac- tivities fall within NACE code, section H – Transporting and storage as defined in the Regulation (EU) 2019/2088 and Annex 1 of the related Delegated Regulation with regard to disclosure rules on sustainable investments. Only the self-generated renewable energy produced from own solar panels can be distinguished (it is reported in datapoint E1-5_08, see below). NTG doesn't have any available information about direct energy consumption from renewable sources regarding energy purchased from specific suppliers. Fuel consumption from coal and coal products (E1-5_10) NTG doesn't have any fuel consumption from coal and coal products. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ75 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Accounting policies, methodologies and significant assumptions Accounting policy Net revenue from activities Total energy consumption in high climate impact sectors (E1-5_22) from renewable sources (E1-5_05) As NTG has zero revenue from activities other than in high climate impact sector – transportation, the net revenue is used for the metric as it is disclosed in NTG's Annual Report, page 9, line 1 (Five-year financial overview). Only the self-generated renewable energy produced from own solar panels can be distinguished (it is reported in datapoint E1-5_08, see below). NTG doesn't have any available information about direct energy consumption from renewable sources regarding energy purchased from specific suppliers. Percentage of renewable sources in total energy consumption (E1-5_09) The metric presents the consumed self-generated renew- able energy produced by NTG entities roof-top mounted solar panels, reported in datapoints E1-5_05 and E1-5_08), as a share of the total energy consumption (reported in datapoint E1-5_01). The assumption is that the produced renewable energy from the own solar panels of the in- dicated 3 NTG entities was directly consumed by them and the surplus was sold to the grid. Consumption of self-generated non-fuel renewable energy (datapoint E1-5_08) The assumption is that the produced renewable energy from the NTG enitities own roof-top mounted solar panels was directly consumed by them and the surplus produced energy was sold to the grid. Therefore both datapoints E1-5_05 and E1-5_08 are reported through the same metric, as based on the available data, the consumption of self-generated renewable energy is the only clearly distin- guishable source from the full range of renewable sources in the electriciy mix. The consumption number presented in both datapoints has been calculated by deducting the produced energy sold to the grid from the total produced renewable energy by the own roof-top mounted solar panels of the relevant NTG entities. Percentage of fossil sources in total energy consumption (E1-5_15) The metric is based on the assumption that all NTG's energy consumption from own activities comes from from fossil sources except the energy produced from the own solar panels as indicated above. Therefore, the metric reflects the 100 % fossil sources, out of which has been deducted the percentage of consumption of self-generated renewable energy. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ76 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information E1-7 GHG removals and GHG mitigation projects financed through carbon credits NTG has not financed any GHG removals or GHG mitigation projects through carbon credits. E1-8 Internal carbon pricing NTG does not apply internal carbon pricing schemes in its business. Total energy consumption Scope 1 Scope 2 Scope 3 7,765 CO2e Direct emissions based on the Greenhouse Gas Protocol, from our own activities 1,451 CO2e Indirect emissions based on the Greenhouse Gas Protocol, including emissions from generation of electricity, and heat 580,323 CO2e Emissions indrectly from our value chain, based on the Greenhouse Gas Protocol, including emissions from freight forwarding services 589,539 CO2e Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ77 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS E2 Pollution NTG's transport activities are conducted through our network, which includes transport solutions by road, rail, air, and ocean that we engage on behalf of our customers. All these different means of transport are powered by the com- bustion of fossil fuels, which is a major driver of air pollution. NTG has assessed that this has a material pollution-related impact in our upstream value chain. NTG has used the same approach as described in IRO-1 on page 57 to identify and assess material impacts, risks, and opportuni- ties in relation to actual and potential pollution-related impacts from NTG's activities in own operations as well as in upstream and downstream value chain activities. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ78 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 climate and health, lowering the burden of As a service company, we must comply with our customers' requirements for a focus on reducing GHG emissions from our transport activities. Furthermore, when there is a direct connection between greenhouse gases and pollution from the burning of fossil fuels, it is sensible for NTG to focus on reducing GHG emissions. The disclosure requirements defined in ESRS for air pollution focus on own operations and facilities where operational or financial control is a parameter. However, NTG does not have direct control over these aspects, as the impact originates from the value chain. This is why NTG does not include specific metrics, actions or targets on air pollution but intend to continue to work on reduction of GHG emissions as described in section E1, Climate change. These measures are all aimed at de- creasing fuel consumption and, consequently, the number of pollutants released into the atmosphere from our upstream supply chain activities. disease attributable to air pollution, as well as contributing to the near- and long-term mitigation of climate change". NTG's impacts, risks and opportunities NTG concludes from WHO's approach that re- ducing transport-related emissions in general not only benefits the immediate environment but also has a ripple effect throughout the upstream value chain, leading to broader reductions in air pollution. There is a direct correlation between NTG's efforts to reduce GHG emissions from our activities that will also result in a one-to-one reduction of air pollutants. NTG efforts to reduce GHG emissions will have a dual benefit for air quality and climate E2-1, E2-2, E2-3, E2-4 NTG's position on the impact on air pollution Material impacts, risks, and opportunities regarding air pollution are a part of the envi- ronmental protection topic, and therefore an important part to consider in NTG’s impact on the environment and climate through our business activities. IRO-1, E-2 Description of the processes to identify and assess material pollution-related impacts, risks and opportunities The customers’ focus is only on GHG emissions NTG will continue our close collaboration with our customers and suppliers to minimise the transport-related GHG emissions from our value chain. Going forward, NTG will commu- nicate the correlation between GHG emis- sions and air pollution to customers to address and highlight the impact on air pollution from our value chain. NTG has an ongoing dialogue with its custom- ers on the environmental impact of our trans- ports. NTG creates several customer specific reports yearly with the purpose of calculating carbon emission from the purchased transport activities of NTG. When fossil fuel is burned in a means of transport to generate energy for propulsion, it results in the release of a variety of pollutants into the atmosphere. These include particulate matter, sulphur dioxide (SO₂), nitrogen oxides (NOₓ), and volatile organic compounds (VOCs). The same combustion process also releases significant amounts of carbon dioxide (CO₂), methane (CH₄), and nitrous oxide (N₂O), which are potent greenhouse gases. NTG acknowledge in its Code of Conduct for Employees that the approach to minimise these negative impacts and air pollution is a material part of its impact. These customer requests concern GHG emis- sion data, but never any data on air pollut- ants. This is likely because NTG's customers typically are located in nations and regions where, for decades, they have been successful in regulating and limiting pollution from the discharge of various fossil fuel sources. With the increasing awareness of our customers about the climate crisis and rising global temperatures, the focus is now exclusively on limiting the emission of climate changing greenhouse gases. The World Health Organisation (WHO) states that: "Air quality is closely linked to the earth’s climate and ecosystems globally. Many of the drivers of air pollution (i.e. combustion of fossil fuels) are also sources of greenhouse gas emissions. Policies to reduce air pollution, therefore, offer a win-win strategy for both Own IRO Actual negative Impact Upstream operation Downstream 4 Air pollutants ● Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ79 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information EU Taxonomy The EU Taxonomy classifies which economic activities are environmentally sustainable. It is key to the EU’s sustainable finance framework, defining criteria for activities aligned with a net zero goal by 2050 and other environmental aims. Revenue (DKKm) 2024 2023 The EU Taxonomy covers six environmental objectives: Climate change mitigation, climate change adaptation, sustainable use and protection of water and marine resources, transition to a circular economy, pollution prevention and control, and protec- tion and restoration of biodiversity and ecosystems. Transitional activities: These are activities that do not have a low carbon alternative but are necessary for the transition to a cli- mate-neutral economy. They must be consistent with a pathway to limit the global temperature increase to 1.5 °C above pre-in- dustrial levels and phase out greenhouse gas emissions. Eligible, but not aligned % of total 172 1.8% 90 153 1.8% 176 Eligible and aligned % of total 1.0% 9,352 2.1% 8,338 Total As a listed company with more than 500 employees, NTG must report according to the EU Taxonomy Delegated Acts ((EU) 2020/852 and its delegated acts). NTG’s core activity is asset-light freight forwarding. This is not included in the EU taxonomy of economic activities that contrib- ute to the environmental objectives, and therefore, NTG’s core activity is not eligible under the EU Taxonomy. However, NTG has analysed its operations and identified some sub-activities that are eligible under the taxonomy, based on the substantial contribu- tion criteria, their enabling role or transitional nature. Capex (DKKm) 2024 2023 Eligible, but not aligned % of total 35 3.5% 16 16 4.2% 12 Taxonomy-eligible activities An economic activity qualifies under the EU Taxonomy if it matches one of the defined activities related to any of the six en- vironmental objectives. This means that the activity must corre- spond to the description provided by the EU Taxonomy. Eligibility is determined irrespective of the size of the economic activity. Eligible and aligned % of total 1.5% 1,007 3.3% 381 Total Taxonomy-aligned activities To determine if an eligible economic activity is aligned with the EU taxonomy, it must qualify the Technical Screening Criteria in Annex 1 and 2 to the Climate Delegated Act. The eligible activi- ties must meet both the Substantial Contribution and the Do No Significant Harm (“DNSH”) criteria, and they must comply with the Minimum Safeguards, which cover social and governance standards. Opex (DKKm) 2024 2023 Enabling activities: These are activities that provide products or services that help other activities to achieve a substantial contribution to the environmental objectives. For example, an activity that produces a component that improves the efficiency of another activity. Eligible, but not aligned % of total 28 23.5% 3 26 26.1% 2 Eligible and aligned % of total 2.8% 117 2.2% 100 Total Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ80 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Proportion of EU Taxonomy aligned revenue (turnover) Substantial contribution criteria (%) Does no significant harm criteria (Y/N) Economic activities DKKm % Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL (Y/N) (Y/N) (Y/N) (Y/N) (Y/N) (Y/N) (Y/N) % E T A. Taxonomy-eligible activities A.1 Environmentally sustainable activities (Taxonomy-aligned) Collection and transport of non-hazardous waste in source segregated fractions 5.5 7.6 57.4 0.6% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.5% Installation, maintenance and repair of renewable energy technologies Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1.) Of which enabling 32.7 90.1 32.7 - 0.3% 1.0% 0.3% 0.0% Y N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% Y Y Y - Y Y Y - Y Y Y - Y Y Y - Y Y Y - Y Y Y - Y Y Y - 1.6% 2.1% 1.6% 0.0% E E 1.0% 0.3% 0.0% Of which transitional T A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Collection and transport of non-hazardous waste in source segregated fractions 5.5 3.2 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0% Installation, maintenance and repair of renewable energy technologies Freight transport services by road 7.6 6.6 0.0 0.0% 1.8% EL EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL 0.0% 1.8% 168.5 A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2.) 171.8 261.8 1.8% 2.8% 1.8% 2.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 1.8% 3.9% Total (A.1 +A.2) B. Taxonomy-non-eligible activities Turnover of Taxonomy non-eligible activities (B) Total (A+B) 9,090.1 97.2% 9,352.0 100.0% Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ81 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Proportion of EU Taxonomy aligned capex Substantial contribution criteria (%) Does no significant harm criteria (Y/N) Economic activities DKKm % Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy-eligible activities A.1 Environmentally sustainable activities (Taxonomy-aligned) Transport by motorbikes, passenger cars and light commercial vehicles Installation, maintenance and repair of energy efficiency equipment 6.5 7.3 14.3 0.2 1.4% 0.0% Y Y N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y Y Y Y Y Y Y Y 2.9% 0.2% T Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) 7.4 7.6 0.7 0.1% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.1% Installation, maintenance and repair of renewable energy technologies Environmentally sustainable activities (Taxonomy-aligned) (A.1) Of which Enabling 0.4 15.6 - 0.0% 1.5% 0.0% 1.4% Y N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% Y Y - Y Y - Y Y - Y Y - Y Y - Y Y - Y Y - 0.1% 3.3% 0.0% 2.9% 1.5% 0.0% 1.4% E Of which Transitional 14.3 Y Y Y Y Y Y Y T A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Transport by motorbikes, passenger cars and light commercial vehicles Freight transport services by road 6.5 6.6 6.1 0.6% 2.9% EL EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL 1.0% 3.2% 29.1 A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 35.2 50.7 3.5% 5.0% 3.5% 5.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 4.2% 7.4% Total (A.1 +A.2) B. Taxonomy-non-eligible activities Capex of Taxonomy non-eligible activities (B) Total (A+B) 956.3 95.0% 1,007.0 100.0% Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ82 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Proportion of EU Taxonomy – aligned opex Substantial contribution criteria (%) Does no significant harm criteria (Y/N) Economic activities DKKm % Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y;N;N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy-eligible activities A.1 Environmentally sustainable activities (Taxonomy-aligned) Transport by motorbikes, passenger cars and light commercial vehicles Installation, maintenance and repair of energy efficiency equipment 6.5 7.3 3.2 0.0 2.7% 0.0% Y Y N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y Y Y Y Y Y Y Y 2.2% 0.0% T Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) 7.4 7.6 0.0 0.0% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.0% Installation, maintenance and repair of renewable energy technologies Environmentally sustainable activities (Taxonomy-aligned) (A.1) Of which enabling 0.0 3.2 - 0.0% 2.8% 0.0% 2.7% Y N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% N/EL 0.0% 0.0% Y Y - Y Y - Y Y - Y Y - Y Y - Y Y - Y Y - 0.0% 2.2% 0.0% 2.2% 2.8% 0.0% 2.7% E Of which transitional 3.2 Y Y Y Y Y Y Y T A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Transport by motorbikes, passenger cars and light commercial vehicles Freight transport services by road 6.5 6.6 2.9 2.5% EL EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL 3.9% 24.5 21.0% 22.3% A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 27.5 30.7 23.5% 26.3% 23.5% 26.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 26.1% 28.4% Total (A.1 +A.2) B. Taxonomy-non-eligible activities Opex of Taxonomy non-eligible activities (B) Total (A+B) 86.2 73.7% 117.0 100.0% Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ83 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Contextual information – Revenue (turnover) (DKKm) % of total 2024 Revenue (turnover) KPI 2024 2023 2023 Revenue (turnover) 6.6 5.5 7.6 Freight transport services by road 168.5 3.2 150.2 2.4 1.8% 0.0% 0.0% 1.8% 1.8% 0.0% 0.0% 1.8% The total revenue of NTG increased from DKK 8,338 million in 2023 to DKK 9,352 million in 2024, whereas the revenue from eligible and aligned activities declined. The decline was caused by less revenue from projects involving subsea power cables for wind farms. Collection and transport of non-hazardous waste in source segregated fractions Installation, maintenance and repair of renewable energy technologies 0.0 0.0 Eligible, but not aligned activities 171.7 152.6 5.5 7.6 Collection and transport of non-hazardous waste in source segregated fractions Installation, maintenance and repair of renewable energy technologies 57.4 32.7 90.1 41.5 134.2 175.7 0.6% 0.3% 1.0% 0.5% 1.6% 2.1% Revenue from eligible, but not aligned freight transportation services by road, relating to operation of own trucks, increased compared to last year due to the acquisition of Schmalz+Schön, offset by discontinuation of trucking activity in a NTG entity. Eligible and aligned activities Non-eligible activities 9,090.1 8,010.0 97.2% 96.1% Total revenue (turnover) of the Group (eligible and non-eligible) 9,352.0 8,338.3 100.0% 100.0% Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ84 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Contextual information – Capex (DKKm) 2024 % of total 2024 Capex KPI 2023 2023 Capex 6.5 6.6 Transport by motorbikes, passenger cars and light commercial vehicles Freight transport services by road 6.1 29.1 35.2 3.6 12.3 16.0 0.6% 2.9% 3.5% 1.0% 3.2% 4.2% In 2024, the ratio of capex for eligible, but not aligned, activities decreaed compared to 2023, despite higher capex for replacement of trucks. This was driven by a higher total capex (denominator) in 2024 than in 2023 as a consequence of M&A activity. Eligible, but not aligned activities 6.5 7.3 7.4 Transport by motorbikes, passenger cars and light commercial vehicles Installation, maintenance and repair of energy efficiency equipment 14.3 0.2 10.9 0.9 1.4% 0.0% 0.1% 2.9% 0.2% 0.1% The ratio of capex for eligible and aligned activities decreased compared to 2023. This was driven by a higher total capex (denominator) in 2024 than in 2023 as a consequence of M&A activity. Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) 0.7 0.3 7.6 Installation, maintenance and repair of renewable energy technologies 0.4 0.2 0.0% 0.1% Eligible and aligned activities 15.6 12.4 1.5% 3.3% Non-eligible activities 956.3 352.7 95.0% 92.6% Total capex of the Group (eligible and non-eligible) 1,007.0 381.0 100.0% 100.0% Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ85 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Contextual information - Opex (DKKm) 2024 % of total 2024 Opex KPI 2023 2023 Opex 6.5 6.6 Transport by motorbikes, passenger cars and light commercial vehicles Freight transport services by road 2.9 24.5 27.5 3.9 22.2 26.0 2.5% 21.0% 23.5% 3.9% 22.3% 26.1% In 2024, the opex from eligible but not aligned activities increased slightly due to a higher number of own trucks driven by the acquisition of Schmalz+Schön. Eligible, but not aligned activities 6.5 7.3 7.4 Transport by motorbikes, passenger cars and light commercial vehicles Installation, maintenance and repair of energy efficiency equipment 3.2 0.0 0.0 2.2 0.0 0.0 2.7% 0.0% 0.0% 2.2% 0.0% 0.0% In 2024, the ratio of Opex from eligible and aligned activities increased. This was driven by a higher proportion of company cars being electrical and plugin hybrid electrical vehicles, in accordance with NTGs Company car policy. Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) 7.6 Installation, maintenance and repair of renewable energy technologies 0.0 0.0 0.0% 0.0% Eligible and aligned activities 3.2 2.2 2.8% 2.2% Non-eligible activities 86.2 71.4 73.7% 71.6% Total opex of the Group (eligible and non-eligible) 117.0 99.6 100.0% 100.0% Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ86 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Nuclear and fossil gas related activities EU Taxonomy Nuclear and fossil gas related activities NTG carries out, funds or has exposures to: Accounting policy Nuclear energy related activities The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. Identification of taxonomy-eligible activities Although NTG’s main activity as freight forwarders is not covered by the taxonomy, we have identified other economic activities which are considered as eligible as they contribute to the climate objectives based on their own performance, by provision of their products or ser- vices or by supporting the transition to a climate-neutral economy. The activities are presented in the adjacent table. Minimum Safeguards guards. We therefore consider that the aligned economic activities comply with the Minimum Safeguards. Furthermore, we have assessed at an aggregated level, whether the activities comply with the Minimum Safe- guards. This requires companies to ensure that these Minimum Safeguards are supported by procedures that comply with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights. These safeguards also include the principles and rights set out in the eight fundamental conventions defined in the Declaration of the Interna- tional Labour Organisation on Fundamental Principles and Rights at Work and the International Bill of Human Rights. No Double counting None of our identified economic activities contribute to multiple objectives, as they all contribute to the climate change mitigation objective. None of the income or costs are included more than once in the numerator across the revenue, opex and capex KPI as there are no overlaps in the activities and revenue/expenses related to them. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. No No From eligible to aligned For each of the identified activities, we determined reve- nue, operating expenses (opex) and capital expenditures (capex) related to eligible and aligned activities (see Accounting Policy for EU Taxonomy KPIs below). The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. NTG has adopted several Codes of Conduct, a Legal Compliance Programme as well as ESG, diversity and Whistleblower policies. We have addressed relevant actual and potential adverse impacts related to human rights and other sustainability risks directly linked to our own operations and services, supply chains, and other business relationships. These business standards are based on thorough due diligence and a risk-based process, identifying and assessing relevant business processes and functions, and taking appropriate action to remediate actual and potential adverse impacts iden- tified at the time of the assessment. Technical Screening Criteria In determining the aligned portion of revenue, opex and capex of the eligible activities, we have, for each activity, assessed the Technical Screening Criteria (Substantial Contribution and DNSH). Fossil gas related activities The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. In relation to DNSH, we have assessed whether it com- plies with the DNSH criteria listed in Annexes to the Cli- mate Delegated Acts. We have assessed each individual DNSH criteria per activity and only included activities where we assess they comply with the DNSH criteria. The assessment is based on a combination of desktop research, judgment and input from our subsidiaries on the activities performed. See the table on the following page for an elaboration of the Technical Screening Criteria assessment. No No No The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. NTG has issued a number of Codes of Conduct and poli- cies - all of which are available on our website – that em- bed responsible business conduct and articulate NTG’s commitment to principles and standards contained in the Do No Significant Harm criteria of the Minimum Safe- The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ87 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Assessment of eligibility and technical screening criteria Technical Screening Criteria DNSH Activity Eligibility Substantial Contribution 5.5 Collection and transport of non-hazardous waste fractions for recycling The eligible activity relates to NTG entities transporting non-hazardous waste aimed at preparing for reuse or recycling. The eligible revenue related to this activity is identified based on the name and industry of the transport customer as well as the nature and purpose of the transported materials. This activity automatically fulfils the substantial contribution criteria to climate change mitigation and climate adaption. The activity’s compliance is assessed against the criteria described in the annex A: Generic criteria for DNSH to climate change adaptation. There is no apparent physical climate risk for this activity. It is further confirmed at NTG entity level whether the waste fractions are not mixed with other materials with different properties in storage or transfer facilities. 6.5 Transport by motorbikes, passenger cars and light commercial vehicles The eligible activity relates to our leasing and operation of several company cars that comply with the EU emission standards EURO 5 and 6. The aligned activity is related to company cars that are powered by electricity and a combination of electricity and fossil fuels (PHEV) with emissions below 50g CO2/km. From 1 January 2025, only zero emission vehicles qualify the Substantial Contribution. The activity’s compliance is assessed against the criteria described in the annex A: Generic criteria for DNSH to climate change adaptation. There is no apparent physical climate risk for this activity. By being standard EU type-approved vehicles, it is assumed that the vehicles comply with the EU thresholds of reusability, recyclability and pollution. 6.6 Freight transport services by road The eligible activity relates to NTG entities leasing and operation of vehicles falling under the scope of the EU emission standards EURO 6 and performing dedicated freight transport services for customers. To be aligned, the vehicles are required to have a zero-tailpipe emission while in operation. None of the eligible vehicles have zero tailpipe emissions. Not relevant, as the substantial contribution criteria is not qualified. 7.3 Installation, maintenance and repair of energy efficiency equipment in buildings The eligible activity relates to our leasing and operation of buildings and renovation measures related to installation, maintenance or repair of energy efficiency equipment. To be aligned the activities must comply with minimum requirements set for individual components and systems and must relate to one of the measures listed under the Substantial Contribution Criteria (a-f). The activity’s compliance is assessed against the criteria described in the annex A: Generic criteria for DNSH to climate change adaptation (physical climate risks), and the Annex C: Generic criteria for DNSH to pollution prevention and control regarding use and presence of chemicals. It is assumed that the manufacturers of the equipment comply with applicable legislation. Further, it is assessed if the building in question is not dedicated to extraction, storage, transport or manufacture of fossil fuels. 7.4 Installation, maintenance and repair of charging stations for electric vehicles The eligible activity relates to installation and maintenance of charging stations for electric vehicles on some of our premises. This activity automatically fulfils the Substantial Contribution Criteria to climate change mitigation. The activity’s compliance is assessed against the criteria described in the annex A: Generic criteria for DNSH to climate change adaptation (physical climate risks). There is no apparent physical climate risk for this activity. 7.6 Installation, maintenance and repair of renewable energy technologies, on-site The eligible activity relates to NTG entities involved in transports of renewable energy technologies to an installation site, or where NTG installs, maintain and repair solar panels and ancillary technical equipment. To be aligned the activity must relate to one of the renewable energy measures listed under the substantial contribution criteria (a-h). The activity’s compliance is assessed against the criteria described in the annex A: Generic criteria for DNSH to climate change adaptation (physical climate risks). There is no apparent physical climate risk for this activity. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ88 Sustainability statementꢁꢁGeneralꢁꢁ→ EnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁAdditional information Accounting policy for EU Taxonomy KPIs KPI Accounting policy Numerator Denominator Revenue (turnover) The turnover KPI is calculated in accordance with “ANNEX I – KPI’s of non-financial undertakings”. Revenue related to taxonomy-eligible (5.5, 6.6 and 7.6) and taxonomy-aligned (5.5 and 7.6) activities is derived from our transport management and ERP systems at NTG entity, customer level and asset (vehicle) level. The denominator for calculating the proportion of taxonomy- eligible/-aligned revenue is equivalent to NTG Group’s total revenues as stated in note 2.1 of the NTG Annual Report 2024. Net revenue means the amounts derived from the sale of products and the provision of services after deducting sales rebates and value added tax and other taxes directly linked to revenue, consistently with the net revenue reported in the NTG Annual Report 2024. The individual NTG entity has contributed to evaluate the economic activity and its compliance with the technical screening criteria. The revenue is equivalent to the revenue recognised as income on the respective customers or assets (vehicles) in 2024. Capex The capex KPI is calculated in accordance with “ANNEX I – KPI’s of non-financial undertakings”. Capex related to taxonomy-eligible (6.5, 6.6, 7.3, 7.4 and 7.6) and taxonomy-aligned (6.5, 7.3, 7.4 and 7.6) activities are included in the numerator. Capex reported in the numerator is all related to individual investments and is not part of a larger capex plan. Capex specifically included relates to right of use asset additions related to company cars and trucks as well as installation of solar panels, energy efficiency equipment and electric vehicle charging stations. The denominator comprises all additions to intangible and tangible assets in accordance with notes 5.1-5.3 of the NTG Annual Report 2024 (incl. business combinations and IFRS 16 right of use assets). Capex means additions to intangible and tangible fixed assets, including additions from business combinations, consistent with the accounting principles of the NTG Annual Report 2024 (notes 5.1-5.3). Capex includes additions of right of use assets, in accordance with IFRS 16. Opex The opex KPI is calculated in accordance with “ANNEX I – KPI’s of non-financial undertakings”. Opex related to taxonomy-eligible (6.5, 6.6, 7.3, 7.4 and 7.6) and taxonomy-aligned (6.5, 7.3, 7.4 and 7.6) activities are included in the numerator. Opex reported in the numerator is related to individual expenses and is not part of a larger capex plan. Opex specifically included relates to operation and maintenance costs of company cars, trucks, energy efficiency equipment and solar panels. Opex included in the denominator (and numerator) is limited to direct non-capitalised costs that relate to building renovation measures, short-term leases, maintenance and repair, and other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment. Opex groups included are warehouse, facility, car, truck, and trailer expenses. Opex means expenditures reported as part of direct costs or other external expenses in the income statement of NTG Group, in accordance with the accounting principles of the NTG Annual Report 2024. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ89 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information ESRS S1 Social information Own workforce NTG operates on a global scale through a decentralised organisational structure and locally anchored expertise in multiple countries, enabling us to manage shipments of any size, destination, or complexity. Our advanced technology platforms provide efficient, reliable, and cost-effective logistics solutions tailored to our customers’ specific needs and preferences. Nevertheless, technology alone is insufficient to achieve our objectives. We also depend on passionate and dedicated employees who embody and comprehend NTG’s vision and values. Our employees engage with customers and suppliers daily, executing strategies and plans while understanding the impact of their work on our customers, the company, and the communities in which we operate. NTG’s employees consistently strive for excel- lence and endeavour to create positive out- comes for all stakeholders. As a service-ori- ented company, NTG relies on the skills and qualifications of its employees to attain its goals. Each employee plays a vital role in fulfilling the NTG Group’s vision of being the preferred choice for transport solutions. NTG directly influences its employees through its established company culture, benefits, policies, and practices Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ90 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 – S1 Own KPIs 2024 Progression Read more IRO Upstream operation Downstream Reduce rate of recordable work-related accidents for own workforce, per million working hours every year 4.5 Despite our efforts, we do record incidents each year where employees sustain injuries. To mitigate these occurrences, we document and analyse every incident to determine the cause. Page 98 5 6 7 Health and safety Diversity Actual negative Impact ● ● ● Risk Privacy Actual negative Impact We will have no fatalities among our employees 0 fatalities 9.1% NTG has been measuring, monitoring, and reviewing our health and safety protocols and acted on any escalations. This have meant another year without any fatalities. We aim to keep it that way. Page 98 Page 97 Top management targets to reach a representation of 10% of the underrepresented gender in 2027 at the latest. Top management (Executive Management team and their direct reports with managerial responsibilities) consisted of 11 employees with a gender distribution of 90.9% males and 9.1% female 5 6 7 Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ91 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model NTG has identified two negative impacts and a risk that are being assessed as material to NTG within the topic own workforce. No Positive Material Impacts NTG has not identified any positive material impacts within its workforce. ❶ ❷ ❸ Health and Safety, negative impact Privacy, negative impact Diversity, risk NTG has identified health and safety as a material impact, particularly for warehouse employees and own-employed truck drivers. These groups face risks of injuries and other health issues in the workplace, which could negatively affect their lives, potentially caus- ing fatalities. NTG is a company that operates in the trans- port and logistics industry, where each day vast volumes of data are generated. This is why all NTG employees are subject to privacy impacts due to data collection from various sources, such as transport management systems, salary administration, employment registration, and video surveillance. NTG recognises the importance of gender diversity and the associated material risks. As a Danish-based publicly listed company, there is increasing focus on gender diversity, particular- ly in meeting authority requirements for gender composition among the Group's Board of Direc- tors and top management. NTG is committed to comply with these regulations and set targets for gender composition in top management. There are various regulations in place to protect this data, and NTG must protect this data from unauthorised access or misuse, respecting the privacy and rights of individ- uals. Obtaining some of this data is crucial for NTG's operations, including customer arrangements and transport supervision, and is collected from employees, applicants, visitors, customers, business partners, and third parties. While the transport industry traditionally has a lower share of women, which can impact recruitment and retention, NTG is dedicated to address this challenge. We understand that achieving these targets is crucial for our reputation and compliance, and we are actively working towards fostering a more inclusive and diverse workplace. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ92 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information MDR P, S1-1 MDR A, S1-4 Policies related to own workforce Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions Diversity in NTG The employee Code of Conduct and ESG & Diversity Policy defines how to work responsibly and our business practices. It aims to establish standards concerning working conditions, employment practices, occupational health and safety (including prevention of work-related injuries) and human rights (including the prohibition of forced, exploitative and child labour). At NTG, we are committed to building a diverse workforce and management team, encompassing a range of ages, nationalities, genders, and backgrounds. We believe that diversity is a source of strength and innovation for our organisation. Our global and local operations enable us to collaborate with individuals from various cultures and backgrounds, bringing a wealth of skills and experiences to our team. Diversity enhances our creativity and problem-solving abilities, leading to more innovative solutions for our customers. It fosters a more inclusive and dynamic work environment where different perspectives are valued and re- spected. This variety of viewpoints helps us better understand and meet the needs of our diverse customer base. Work-related injuries prevention At NTG, the safety of our employees is our highest priority. We closely monitor the performance indicators (KPIs) related to workplace accidents and absence due to such incidents. The purpose of the employee Code of Conduct is to provide clear guidelines for employees on how to act in a legally and morally correct manner in various situations. It applies to all entities and employees of the NTG Group and sets out princi- ples for carrying out their jobs, especially when ethics and legal boundaries are challenged. The Code of Conduct aims to ensure that all employees take personal responsibility and live up to the ethical expectations described, thereby preserving the reputa- tion and integrity of NTG. Given the nature of our work, which involves long-distance transportation in dense traffic, handling heavy machinery and goods, and coordinating with various stakeholders, the risk of accidents is significant. In the transport industry, such incidents can sometimes have fatal outcomes. Thankfully, no employee in NTG’s history has experienced such a tragedy, and we are com- mitted to maintaining this record. Our top priority is preventing severe accidents. Our ESG & Diversity Policy underscores our dedication to enhancing employee diversity within NTG. We strive to attract and retain talented employees by providing opportunities for growth and development. We ensure fair and objective treat- ment of all employees and applicants, based on criteria relevant to each specific position. This commitment applies to both em- ployee and management roles and reflects our zero-tolerance approach to any form of discrimination. The Code of Conduct and ESG & Diversity Policy applies to all entities and employees of the Group and sets out principles for carrying out their jobs, especially when ethics and legal bound- aries are challenged. NTG ensures that its workforce can com- prehend the Code of Conduct through regular training sessions, helping employees understand and adhere to the guidelines. Despite our efforts, we do record incidents each year where employees sustain injuries and we record absence related to these injuries. To mitigate these occurrences, we have estab- lished local incident procedures. Every incident and accident are documented and analysed to determine the cause. Local management then decides if any procedures need to be revised or optimised based on these findings. While any harm to an employee is unacceptable, we recognise that the severity of an accident often correlates with the length of the employee’s absence. Therefore, we have set targets to reduce both the rate of work-related incidents and the number of days of absence due to such accidents annually. NTG will evovle a more focussed strategy to increase our focus on relevant and more concrete actions to be followed to increase diversity in our organisation. The Board of Directors holds the highest level of accountability for the policies, while the Group Executive Management is re- sponsible for their daily implementation. Additionally, local man- aging directors of NTG entities are tasked with implementing these policies locally and guiding our employees to make proper decisions and act in accordance with the Code of Conduct for employees and ESG & Diversity Policy. Data privacy NTG is a company that operates in the transport and logistics industry, where data is an asset. Data is collected from various sources, such as vehicle tracking systems and video surveillance systems. This data helps us to improve our services, optimise Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ93 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information our operations and meet our customers' needs. However, data also comes with responsibilities. ed accidents every year. The purpose of the target is to improve Data privacy year by year. Tracking and performance against the target is conducted at Group level. If a company reports increasing work-related injuries the results will be evaluated together with the local management and measures for improvement and progress is agreed. Our protection of data is based on widely known and accepted cybersecurity frameworks, such as ISO 27001 and CIS Controls, and we use data protection compliance tools to map the data flow of personal data between us and third parties, to increase data use transparency and accountability. We must respect the privacy and rights of the people whose data we process, and we need to protect the data from unau- thorised access or misuse. That is why we continuously monitor applicable data protection principles and additional safeguards put in place by our information technology and security system to guide our actions and decisions regarding data privacy and security. Additionally, the work-related incidents can have serious consequences, and sometimes even fatal outcomes, for those involved. Thankfully, no employee in NTG's history has expe- rienced such a tragedy, and we are determined to keep it that way. Therefore, we have set a target to ensure that NTG will have no fatalities among our employees and the target has no expiration. We will continue to enhance our knowledge of how data and artificial intelligence systems impact the transport and logistics industry, and we will collaborate with our stakeholders to implement best practices regarding data ethics. Further, we will provide training to our employees to ensure that we handle data in a responsible and sustainable way. One of the ways in which we implement our data ethics policy is by complying with the relevant data protection laws, such as the EU General Data Protection Regulation (GDPR). We have established a data protection system that ensures that we only collect, store, use, and share personal data for legitimate pur- poses, and that we delete or anonymise it when it is no longer needed. NTG has not yet established specific and measurable targets to mitigate its material impact on data privacy but intends to investigate further to be able set up relevant and realistic goals for possible improvements of the impact. Diversity We consider the diversity of our employees a strength, particu- larly in achieving a more balanced gender distribution. NTG aim to increase the gender diversity relative to the industry stand- ard and has set a target to enhance the representation of the underrepresented gender in the Board of Directors. Our ESG & Diversity Policy outlines our commitment to strengthening the employee diversity within NTG. We aim to attract and retain talented employees by offering them opportunities for growth and development. We treat all employees and applicants fairly and objectively based on the criteria relevant to the specific po- sition. This applies to both employee and management positions and reflects our zero-tolerance approach towards discrimination of any kind. We also use a data privacy software that helps us to manage our support the management of personal data processes and practices in a transparent and efficient way. Furthermore, we train our employees on how to handle personal data in a secure and respectful manner. S1-2 Processes for engaging with own workforce and workers' representatives about impacts NTG’s global reach is supported by a decentralised organisation- al structure and locally rooted expertise in multiple countries, enabling us to manage any shipment, regardless of size, desti- nation, or complexity. We leverage advanced technology plat- forms to deliver efficient, reliable, and cost-effective solutions tailored to our customers’ specific logistics needs and prefer- ences. However, technology alone is not enough to achieve our goals. We also need passionate and purposeful employees who share and understand NTG’s vision and values. MDR-T, S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities NTG is committed to setting, measuring, monitoring, and re- viewing diversity and health and safety targets, and acting when there are deviations from expected progress. For other levels of management including executive manage- ment and management who reports directly to the executive management, we aim to reach a representation of 10% of the underrepresented gender in 2027 at the latest. Tracking and performance against the target is conducted at Group level on a yearly basis to evaluate performances and development. Our employees are the driving force behind our success. They interact with our customers and suppliers daily, executing our strategies and plans while understanding the impact of their work on our customers, the company, and the societies in Health and safety We have set a target to reduce both the rate of work-related incidents and the number of days of absence due to work-relat- Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ94 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information S1-3 which we operate. NTG’s employees strive for excellence in everything they do, always seeking to create positive outcomes for all stakeholders. Their skills and qualifications are essential for achieving our goals, and every employee plays a vital role in fulfilling the NTG Group’s vision of being the preferred choice for transport solutions for our customers. Processes to remediate negative impacts and channels for own workforce to raise concern NTG can influence its employees through its well-established company culture, benefits, policies, and practices. As a service provider, NTG depends on skilled and qualified employees for success. Therefore, employee well-being and engagement are crucial for achieving our strategy and targets. The Executive Management has the responsibility for commu- nicating our position on these matters in our ESG & Diversity Policy and Code of Conduct for Employees. NTG does not have any Global Framework Agreement established. Our company values guide our employees in respecting freedom of associ- ation, promoting equal opportunities and diversity in employ- ment, and ensuring a high priority for a safe and healthy work environment. NTG encourages its employees and other stakeholders to speak up if they become aware of a breach of law or a serious breach of NTG's Code of Conduct, including employee matters such as health and safety and data privacy. Should employees become aware of any unethical conduct that is deemed in breach with NTG's policies they are urged to report this immediately to own manager, other management or to NTG Group Legal. Health and safety and data privacy issues could also be filed in NTG's whstleblower system. The system is administered by an independent third party to ensure anonym- ity. As a part of our Whistleblower policy NTG have processes in place to ensure that employees reporting possible violations in good faith will not be subject to retaliation and that any information provided via the system is handled in a confidential manner. This forms the basis for the daily dialogue between employ- ees and management in handling day-to-day operations and everyday challenges. Additionally, an employee satisfaction survey is conducted on a yearly basis among ISO certified NTG companies, along with other internal surveys, to provide NTG's management with insights into employee satisfaction on various relevant topics such as health & safety, diversity and privacy among other topics. NTG also collects data on work accidents and various diversity metrics, which forms the basis for relevant actions to achieve further improvements. The results of the employee satisfaction survey are openly presented and results discussed with em- ployees to continuously improve the working conditions. NTG aims for an employee satisfaction score that are above those of comparable companies. We make sure employees know about these mechanisms and how to use them by providing training during onboarding, train- ing activities and through regular updates from management. NTG is committed to comply with all applicable laws and regulations that govern our business activities. If NTG causes a material negative impact on any employees in its own work- force, NTG will provide remedy to the involved employee and compensate, if required. Regarding health and safety issues, engagement is conducted via local employee Health & Safety representatives that are appointed at various sites, or through the outcomes of investi- gations of local health and safety-related incidents. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ95 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information ESRS 2 S1-6 Characteristics of the undertaking's employees ESRS ID 2024 Accounting policies S1-6 Employees per contract type and gender Permanent female employees (FTE), number Permanent male employees (FTE), number Temporary female employees (FTE), number Temporary female employees (FTE), number Non-guaranteed hours female employees (FTE), number Non-guaranteed hours male employees (FTE), number Total employees (FTE), number Full-time-equivivalent (FTE) Full-time-equivivalent is an employee whose weekly working hours are established in accordance with national legislation and customary practices pertaining to agreed-upon working time. 844 1,879 0 Headcounts 0 0 Headcounts are defined as employees with a standard or temporary contract with NTG, including employees working, part- time, full-time and with non-guarantees working hours. 0 Employees per contract type and gender Number of employees per contract type and divided by gender (FTE). Numbers reported at the end of the reporting period. NTG has not collected data on employee's gender based on head count information in 2024. 2,732 Country distribution S1-6 S1-6 Country representation, employees (headcounts) Germany The total number of employees (head count) split into country by countries in which NTG has 50 employees or more repre- senting at least 10 % of the total number of employees. Numbers reported at the end of the reporting period. 866 726 Denmark Sweden 331 Employee turnover Number of employees (FTE) leaving NTG during the year including voluntary and involuntary leavers. The turnover rate is based on the total share of employees (FTE) leaving within the year divided by the total number of employees. Other 1,009 2,932 Total (head count), number of employees Employee turnover Employee's who left NTG (FTE), number 516 Employee turnover (%) 18.8 * Gender as specified by the employees themselves Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ96 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information S1-6 Characteristics of the workforce NTG employs more than 2,700 people, with over 65% working in freight forwarding and administrative support roles. The remaining employees are primarily involved in handling our customers' goods in our terminals and warehouses. Our workforce spans across all age groups, with more than 27% of employees being over 50 years old. Additionally, 19% of our employees have been with their respective NTG subsidiary for 11 years or longer. Absence due to illness decreased among both employee groups, resulting in an overall reduction for the year. S1-9 Diversity metrics NTG is committed to secure a diverse workforce and manage- ment team, represented by a wide range of ages, nationalities, genders, and backgrounds. Diversity is a source of strength and innovation for our organisation. Our global and local operations enable us to collaborate with individuals from various cultures and backgrounds, bringing a wealth of skills and experiences to our team. Diversity enhances our creativity and problem-solving abilities, leading to more innovative solutions for our custom- ers. It fosters a more inclusive and dynamic work environment where different perspectives are valued and respected. This variety of viewpoints helps us better understand and meet the needs of our diverse customer base. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ97 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information S1-9 Our ESG & Diversity Policy underscores our dedication to enhancing employee diversity within NTG. We strive to attract and retain talented employees by providing opportunities for growth and development and ensure a fair and objective treat- ment of all employees and applicants, based on criteria relevant to each specific position. This commitment applies to both em- ployee and management roles and reflects our zero-tolerance approach to any form of discrimination. Composition of NTG's management levels ESRS ID 2024 S1-9 S1-9 Top management Proportion of female Top managers Number Percent 9.1 1 Executive management diversity Proportion of male Top managers 10 90.9 Gender distribution at Executive Management level in NTG includes the Executive management and employees reporting directly to them with managerial responsibilities. In 2024, the Executive Management team and their direct reports with man- agerial responsibilities consisted of 11 employees with a gender distribution of 90.9% males and 9.1% female. More characteristics of NTG's employees Age distribution Distribution of employees under 30 years old Distribution of employees between 30 and 50 years old Distribution of employees over 50 years old Total employees (headcounts) 719 1,416 797 24.5 48.3 27.2 100 S1-14 2,932 Health and safety metrics Ensuring the safety of our employees is paramount. Conse- quently, some of our key performance indicators (KPI’s) focus on minimising incidents that could cause physical or psychological harm during their daily tasks. Our primary goal is to safeguard the well-being of all employees and protect them from potential safety hazards and severe injuries in the workplace. Accounting policies Top management Number of female and male top managers with employee responsibility and relative to total Executive managerial employees with personnel responsibility at year end. Top management in NTG are defined as Group's Executive management and employees with employee management who report directly to Executive management team. Given the nature of our work, which involves long-distance transportation in dense traffic, handling heavy machinery and goods, and coordinating with various stakeholders, the risk of accidents is significant. In the transport industry, such incidents can sometimes have fatal outcomes. Fortunately, no employee has experienced such a tragedy, and we are committed to keep- ing that way. This commitment is reflected in our top priority: preventing severe accidents. Age distribution Reported number of employees by age group and relative to employees at year end. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ98 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information S1-14 Health and safety information Accounting policies ESRS ID 2024 Accounting policies for S1-14 – Health and safety information S1-14_01 Large parts of NTG's own workforce are covered by different locally maintained health and safety management systems, but information on coverage in percentage can not be collected presently. NTG will will work to improve this in 2025. Health and safety information Own workforce covered by health and safety management systems S1-14_01 S1-14_02 NA 0 S1-14_02 S1-14_03 S1-14_04 S1-14_05 Reported number of fatalities in own workforce as result of work-related injuries and work-related ill health. Number of fatalities in own workforce as result of work- related injuries and work-related ill health Reported number of fatalities as result of work-related injuries and work-related ill health of other workers working on NTG's sites. S1-14_03 Number of fatalities as result of work-related injuries and work-related ill health of other workers working on undertaking's sites 0 Reported number of recordable work-related accidents for own workforce. Work-related acci- dents or injuries arise from exposure to hazards at work. S1-14_04 S1-14_05 S1-14_06 S1-14_07 Number of recordable work-related accidents for own workforce 25 4.5 0 Rate of recordable work-related accidents for own workforce, per million working hours Number of cases of recordable work-related ill health of employees The sum of lost time work-related accidents with more than one day of absence reported for own workforce, per million working hours. Number of days lost to work-related injuries and fatalities from work-related accidents, work-related ill health and fatalities from ill health realted to employees 524 S1-14_06 S1-14_07 Reported number of cases of recordable work-related ill health of employees. Number of days lost to work-related injuries and fatalities from work-related accidents, work-relat- ed ill health and fatalities from ill health realted to employees Rate of days lost to work-related injuries resulting in more than one day of absence per million working hours scheduled in the year, all employees per million working hours 93.3 Rate of lost work days due to work-related injuries The sum of days lost to work-related accidents for own workforce resulting in more than one day of absence per million working hours scheduled in the year. Number of working hours Number of working hours is measured on the basis of prescribed working hours for employees excluding national and agreed holidays, and days off. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ99 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information Despite our efforts, we do record incidents each year where employees sustain injuries. To mitigate these occurrences, we have established local incident procedures. Every incident and accident are documented and analysed to determine the cause. Local management then decides if any procedures need to be revised or optimised based on these findings. While any harm to an employee is unacceptable, we recognise that the severity of an accident often correlates with the length of the employee’s absence. Therefore, we have set targets to reduce both the rate of work-related incidents and the number of days of absence due to such accidents annually. ESRS ID 2024 Incidents, complaints and severe human rights impacts Number of incidents of discrimination S1-17_02 S1-17_03 S1-17_04 S1-17_05 2 2 0 0 Number of complaints filed through channels for people in own workforce to raise concerns Number of complaints filed to National Contact Points for OECD Multinational Enterprises Amount of material fines, penalties, and compensation for damages as result of violations regarding social and human rights factors S1-17_08 S1-17_09 Number of severe human rights issues and incidents connected to own workforce 0 0 Number of severe human rights issues and incidents connected to own workforce that are cases of non-respect of UN Guiding Principles and OECD Guidelines for Multinational Enterprises S1-17_11 Amount of material fines, penalties, and compensation for severe human rights issues and incidents connected to own workforce 0 S1-17 Incidents, complaints and severe human rights impacts In 2024 NTG recorded two incidents of discrimination that related to violations of NTG's Code of Conduct for Employees within its own workforce. These incidents was reported in NTG's whistleblower system and was processed according to our policies. Further, two incidents related to human resource issues were reported through other channels. These incidents were handled by Group Management in collaboration with the local employees involved, leading to a clarification of coopera- tion principles and procedures. Accounting policies Accounting policies for S1-17 – Incidents, complaints and severe human rights impact S1-17_02 S1-17_03 Number of incidents reported by employees in own workforce about incidents of discrimination and/or harassment due to gender, racial or ethnic origin, nationality, religion or belief, disability, age, sexual orientation, or other relevant forms of discrimination involving internal and/or external stakeholders arcoss operations. Number of cases field through channels for employees in own workforce to raising concerns about incidents of discrimina- tion and/or harassment due to gender, racial or ethnic origin, nationality, religion or belief, disability, age, sexual orientation, or other relevant forms of discrimination involving internal and/or external stakeholders arcoss operations. Other cases not relating to above mentioned subjects can also be filed through this channel. S1-17_04 S1-17_05 Information received by NTG on number of complaints filed to National Contact Points for OECD Multinational Enterprises. Reported amount of material fines, penalties, and compensation for damages as result of violations regarding social and human rights factors. S1-17_08 S1-17_09 Reported number of severe human rights issues and incidents connected to own workforce. Reported number of severe human rights issues and incidents connected to own workforce that are cases of non-respect of UN Guiding Principles and OECD Guidelines for Multinational Enterprises. S1-17_11 Reported amount of material fines, penalties, and compensation for severe human rights issues and incidents connected to own workforce. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ100 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information ESRS S2 Workers in value chain As an asset-light freight forwarder, we depend significantly on third-party suppliers to provide our services and solutions. Suppliers and their employees, acting on behalf of NTG, must be capable of handling goods and transport units (e.g., road trailers or sea freight containers) while adhering to agreed-upon customer-specific quality criteria, procedures. NTG is highly dependent on its suppliers and its employees for several important opera- tions in NTG's value chain. The supplier and its employees must be able on behalf of NTG to handle goods and the transport unit (e.g. trailer or sea freight container) and comply with agreed customer-specific quality criteria and procedures and the NTG's Supplier Code of Conduct. In addition, the supplier must be able to handle and mitigate any deviations in cooperation with NTG and/or the customer as well as any other suppliers in the value chain. NTG's impacted workers in our value chain could be found among our suppliers delivering different transport services and solutions. haulier companies with only a few trucks in operation and limited back-office support. Additionally, road suppliers’ employees usually work with their own equipment at customer sites and NTG locations to pick up and deliver trailers with customer goods, as well as collect and deliver trailers at NTG customers’ produc- tion or storage facilities. The actual transport of the customer’s goods occurs on the public road network. Health and safety for suppliers and its employees NTG identifies a material negative impact in regard to health and safety for suppliers and its employ- ees handling and transporting goods. The impact is evaluated to concern the physical handling of goods that should be transported on behalf of NTG's customers. The physical transport is though performed by the supplier and its employees. Air & Ocean suppliers generally operate on fixed schedules for loading, unloading, and departure, primarily transporting standard- ised goods in containers. These suppliers are typically larger regional or global companies with their own back-office support. Their employees work at freight terminals in ports or airports, where NTG’s customers’ goods are delivered by road transport suppliers, handled, and prepared for transport on the supplier’s vessel. Non-standardised goods are handled by a different group of air and ocean suppliers specialising in such transport. These suppli- ers are usually local or regional, with a small portion originating from outside Europe. Com- panies in this group are generally much smaller than those transporting standardised goods. No opportunities identified NTG has not identified any opportunities related to value chain workers. Road suppliers can be categorised into different groups. The first group consists of dedicated road suppliers who allocate one or more vehicles exclusively to service NTG com- panies and handle the majority of NTG’s road transports. Another group of road suppliers is more loosely connected to NTG companies and is typically used during busy periods when the dedicated road suppliers cannot provide sufficient capacity. The third group of suppli- ers operates on the spot market and has only a loose association with NTG. Interest and views of our value chain workers are reflected in ESRS 2, SBM-2 on p. 54. SBM-3 Material impacts, risks and opportunities Suppliers must be able to manage and mitigate any deviations in collaboration with NTG, the customer, and other suppliers within the value chain. NTG’s materiality assessment has identified our impact on workers in its value chain, particularly concerning safety for those providing these services. Own IRO Upstream operation Downstream Road suppliers are typically managed more directly by NTG employees to meet customer requirements. NTG’s pool of road suppliers generally consists of hundreds of smaller Health and Actual negative 8 ● safety Impact The different groups of suppliers typically orig- inate from European countries and/or the US. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ101 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information ESRS S2 Policies related to value chain workers We hold our suppliers to the same high standards as our employees, as outlined in our Code of Conduct for Suppliers. S2-1 The Board of Directors holds the highest level of accountability for the policy, while the Executive Management is responsible for its daily implementation. Additionally, local managing directors of NTG entities are tasked with local implementation when in contact with suppliers. customer, and other suppliers within the value chain. Our policy shares the interests of our suppliers to comply with relevant regula- tion including health and safety regulations. Further, the policy outlines our commitment to engage with affected suppliers as we make our whistleblower system open to them and to remedy any adverse impacts we may cause or contribute to. The policy forms the basis of all actions and activities carried out in NTG’s name and provides information and guidance on ethical conduct towards various stakeholders and addresses key issues such as no tolerance to bribery and corruption, human and labour rights, occupational health and safety (includ- ing prevention of work-related injuries) and whistleblower protection. NTG's suppliers must be able to manage and mitigate any deviations in collaboration with NTG, the The policy is applicable to all suppliers and business partners who operate with or on behalf of NTG, including hauliers, agents, suppliers, sub-suppliers, business partners or distributors. The policy is in addition to appli- cable laws and general principles of law in the jurisdictions where our suppliers operate. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ102 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information NTG's value chain workers have not been directly involved or consulted in the creation of the Code of Conduct for Suppliers. with the standards we have set towards our the European Union, the United Kingdom, the United States of America, or other relevant regulator, which apply to their business or services. business and our partners. NTG is a signatory to the UN Global Com- pact and supports the Ten Principles on human rights, labour, environment and anti- corruption. NTG's policy are based on the ten universally principles within human rights, environment and anit-corruption. NTG ensures that its suppliers and business partners are informed about the Code of Conduct during the procurement process. Adherence to the Code of Conduct is a crucial part of our supplier selection criteria. We rely on third-party suppliers for our services and solutions, and by thoroughly vetting our suppliers, we can identify risks and determine how to manage them before and during our collaboration. Health and safety NTG expects that its suppliers provide safe and healthy working environments for all their employees. NTG expects that its suppliers have implemented procedures to ensure that they apply with all applicable laws and have taken appropriate measures to prevent the use and abuse of alcohol, drugs, or other unlawful substances by its personnel. In case of fatal accidents and/or serious injuries which potentially could lead to claims or liability for NTG or NTG’s customers, suppliers are expected to report these as soon as possible to their contact person at NTG. NTG's Code of Conduct for Suppliers to NTG forms the basis of all actions and activities carried out on behalf of NTG and provides information and guidance on ethical conduct towards various stakeholders. Our global rules for managing supplier risks apply to all purchases and supplier relation- ships. Many of our key supplier relationships are managed by central teams at the Group or within our divisions and entities. This includes major global agreements, EU road haulier procurement, and air and ocean carrier pro- curement. In addition to our central processes, local operations handle local procurement and supplier contracts, ensuring due diligence is conducted for these relationships. We are committed to continuously improve our processes to ensure that our suppliers align The Code of Conduct reflects NTG’s com- mitment to act responsibly with all business partners, including the commitment to respect human and labour rights as well as providing guidance on our prohibition towards corrup- tion. We expect our suppliers to actively en- sure that the supplier’s own agents, sub-sup- pliers and subcontractors also comply with the requirements of this Code of Conduct. No discrimination NTG expects our suppliers to support equal opportunities for all employees and business partners and to recognise and work actively against discriminatory treatment based on race, gender, religion, age, nationality, sexual orientation, disability, political orientation, ethnic or social background. NTG expects that its suppliers comply with all applicable foreign trade control laws and regulations imposed by the United Nations, Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ103 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information ESRS S2 Engaging with value chain workers NTG's processes for engaging with value chain workers depends on its different suppliers delivering various services and solutions. S2-2 Processes for engaging with value chain workers about impacts sustainable business relationships will be created. Further, we Most of the requirements under the EU Mobility Package apply to the haulier as the employer of the driver. However, due to un- certainty of national implementation of for example the Posting of Workers Directive and the additional requirements on the hauliers, the implementation led to increased freight rates and pressure on the truck capacity. To ensure truck capacity and hauliers compliance with the new requirements, NTG was re- quired to make changes to planning schedules and strengthened the cooperation with its hauliers. To this effect, we provided guidance to our subcontractors on the new requirements, up- dated our terms and conditions and updated our Code of Con- duct for Suppliers. As compliance with the EU Mobility Package is increasingly monitored by our customers, audit processes of our hauliers was initiated expect our suppliers to actively ensure that the supplier’s own agents, sub-suppliers and subcontractors also comply with the requirements of this Code of Conduct. Suppliers deliver the physical transport of NTG's customers goods that is the primary service NTG offers. NTG is highly de- pendent on its suppliers and its employees for several important operations in NTG's value chain. The supplier and its employ- ees must be able on behalf of NTG to handle goods and the transport unit (e.g. trailer or sea freight container) and comply with agreed customer-specific quality criteria and procedures. In addition, the supplier must be able to handle and mitigate any deviations in cooperation with NTG and/or the customer as well as any other suppliers in the value chain. The divisional management in NTG - CEO Road & Logistics and CEO Air & Ocean - has the operational resopnsibility for ensuring a proper and adequate engagement takes place with engaged suppliers. The divisional management reports to the Executive management. NTG expects that suppliers in case of fatal accidents and/or serious injuries which potentially could lead to claims or liability for NTG or NTG’s customers, suppliers are expected to report these as soon as possible to their contact person at NTG. Sup- pliers and its emplyees also have the possibility to report any possible cases through NTG's whistle-blower portal. Whenever inputs from suppliers or its employees comes to NTG through the sources available for engagement mentioned, NTG handles these according to its policy. In general, suppliers are affected by NTG's policies and its guidance on how NTG expects its suppliers to behave in contact with other stakeholders. As some suppliers perform their services under the NTG brand and/or with NTG branded equipment it can have a great effect on the NTG brand in case of non-compliance. S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns Suppliers and/or their employees are encouraged to report any concerns or complaints related to any possible breach of NTG's Code of Conduct for Suppliers including health and safety issues. This is communicated to all suppliers when concluding contracts and agreements. NTG's Code of Conduct for Suppliers reflects NTG’s commit- ment to act responsibly with all business partners, including the commitment to comply with health and safety regulations. We believe that by focusing on the values as described in the policy, NTG will strengthen the relationships with its suppliers and An example of engagement was the introduction of the EU Mobility Package that included rules on driving times and rest periods, working hours, posting and cabotage. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ104 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁ→ SocialꢁꢁGovernanceꢁꢁAdditional information ESRS S2 Raising concerns can happen directly when engagement occurs. If the supplier and/or its employees are uncomfortable with addressing the concern directly or wants to do it anonymously they as all other stakeholders can address this through NTG's third-party handled whistleblower portal. NTG will always handle concerns or needs raised directly from suppliers and/or its employees accordingly. NTG will evaluate the raised concern or need and initiate a dialouge with the raiser to remediate health and safety issues and any other matter raised. S2-4, MDR-A, S2-5, MDR-T NTG has not yet established specific actions and targets to mitigate its material impact on suppliers and its employees. Since we have not yet systematically collected information directly from our suppliers about the number of specific and possible incidents within health ansd safety, we will try to form a better overview of the extent of the impact together with our suppliers. This is in order to be able to determine and set up rel- evant actions and realistic goals for possible improvements. This process will be initiated in 2025, after which NTG expects to be able to set up specific actions and relevant goals for possible improvements. Management reviewꢁꢁ NTGꢀAnnual Report 2024ꢀ•ꢀ105 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁ→ Governance ꢁꢁAdditional informationꢁꢁ ESRS G1 Governance information Business conduct Governance framework NTG is committed to complying with all applicable laws and regulations that govern our business activities. As a publicly listed company operating in different countries, we face various legal and regulatory challenges. Moreover, our reliance on independent carriers exposes us to both internal and external compliance risks. IRO-1, G-1 SBM3, G1 Material impacts, risks and opportunities and the process to identify Most countries in which NTG operates have laws prohibiting corruption of government of- ficials, officials of other countries and private commercial persons. In addition to local laws, international anti-corruption treaties applies in many of the jurisdictions where NTG is present. These regulations prohibit both direct and indirect payments, as well as offers and promises to pay or give anything of value for a corrupt purpose to obtain a business advantage. NTG has used the same approach as described in IRO-1 on page 57 to identify and assess material impacts, risks, and opportunities in relation to actual and potential pollution-relat- ed impacts from NTG's activities in own oper- ations as well as in upstream and downstream value chain activities. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ106 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁ→ GovernanceꢁꢁAdditional information Despite local and global anti-corruption regu- lation NTG could face risks of corruption and bribery as some of our activities takes place in certain countries with a higher risk. This includes the use of facilitation payments for permits and cargo clearance etc. As a global company with a wide value chain, the risk of being involved in corruption and/ or bribery was identified and assessed to be a materiel risk for NTG. It is important for NTG to maintain its reputation in the market, and to avoid heavy fines and penalties that could be a result in case of violations. In our process for identifying and assessing IRO's connected to business conduct, we used input from the compliance programme and assessed this against our internal subject-mat- ter experts used as proxies for the relevant stakeholder groups. Other sub-topics has been assessed but was not found material in NTG's 2024 double materiality process. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ107 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁ→ GovernanceꢁꢁAdditional information ESRS 2 ESRS 2 – G1 The role of the administrative, KPIs 2024 metric Progression Read more supervisory and management bodies All salaried employees must receive Code of Conduct training every year. 21% of employees In 2024, we updated the Code of Conduct training material, Page 110 and therefore exisitng employees did not conduct full training session. All new hires completed the training. We will resume our training for all employees in 2025. NTG has embedded its governance framework within the management and board structure We commit to perform yearly compliance Completed our yearly compliance spot checks We performed ongoing control on the group of suppliers with sanctions and embargoes as well as compliance checks of groups of new suppliers Page 111 audits and spot checks of suppliers performed through remote audits, questionnaires and checklists. ESRS 2 GOV-1 a variety of business conduct matters, in the At NTG, responsible and ethical business conduct is deeply embedded in our corporate culture and organisation. This commitment is reflected across our entire organisation, with various bodies and employees dedicated to building a strong framework that minimises the risk of corruption and bribery within our value chain. best possible manner. We commit to perform yearly compliance Completed our yearly compliance spot checks We conducted our second legal compliance risk assessment Page 110 across all NTG entities. The results of the 2024 risk assessment informed the mitigation plan, ensuring a continued focus on high-risk entities and legal compliance areas. The Executive Management The Executive Management is responsible for NTG’s day-to-day management, including the compliance of NTG and its operations with applicable legislation, the Board of Directors’ guidelines and instructions, including imple- mentation of the strategy set by the Board of Directors, and for disseminating information on NTG’s operations to the Board of Direc- tors. The Executive Management is respon- sible of the content of the Code of Conduct for Employees and the Code of Conduct for Suppliers and other business conduct related policies implemented in NTG. All policies are communicated from the top by the CEO. spot checks of NTG entities to monitor the effectiveness of our mitigating measures under NTG's Legal Compliance Program. The Board of Directors Own The Board of Directors is responsible for the overall strategic management and organisation of the Group’s activities as well as the Group’s financial and material matters, here including the business conduct matters. Further, they are responsible for setting the policy, strategy, and objectives in the sustainability area, including business conduct. IRO Upstream operation Downstream 9 Prevention and detection including training Risk ● ● 9 9 The composition of the Executive Manage- ment is intended to ensure that business conduct matters are handled according to the strategy laid down by the Board of Directors The composition of the Board of Directors and its permanent committees is intended to ensure that the Board of Directors has a di- verse competency profile, enabling the Board of Directors to perform its duties, including Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ108 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁ→ GovernanceꢁꢁAdditional information Administrative The network has the backing of our Group The Group functions managed by the Execu- tive Management are responsible for devel- oping, implementing and maintaining the poli- cies, actions, targets, and metrics for business conduct based on long industrial experiences with implementing business conduct. Management and helps to embed legal compliance topics into our business processes. Moreover, they help local management to align day-to-day business operations with legal compliance requirements, assist with increasing our legal compliance presence in the workforce, and encourage local employees to raise compliance issues and concerns. To ensure that our Code of Conduct and other elements of our Legal Compliance Program are well understood and followed by all our employees, we have made online training a high priority. Group Legal monitors the partic- ipation of all employees in the online training. New employees are required to read NTG's Code of Conduct for Employees and take part in various training sessions related to our operational systems. In 2024, in total 29 compliance champions were appointed. They are located in 18 different countries with the purpose of raising awareness about the various changes in both legislation and internal controls. Functions at risk in NTG NTG has assessed that certain groups of employees who carry out functions such as sales and business development, who handle the negotiation and conclusion of contracts with customers, are most at risk in respect of corruption and bribery. In addition to this, all new employees are also at this risk as they must familiarise themselves with NTG's rules of conduct upon employment NTG’s network of compliance champions One of the key factors for NTG's success and integrity is having a strong compliance culture across the NTG Group. To support this goal, a network of local advisors was established in our subsidiaries in 2020. The compliance champions are the first point of contact for any legal compliance-related questions, especially on anti-corruption, foreign trade controls, and competition laws. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ109 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁ→ GovernanceꢁꢁAdditional information ESRS G1 Business conduct policies and corporate culture To address our business conduct related risk and challenges, we have established a Legal Compliance Program that encompasses anti-corruption, foreign trade controls, competition laws, and data privacy. This program aims to prevent, detect, and address any potential legal violations. MDR-P, G1-1 Code of Conduct for Employees The Code of Conduct for Employees defines our dedication to responsible business practices and forms the basis for NTG to build a strong compliance corporate culture. It aims to establish standards for our employees regarding topics such as conflicts of interest, trade secrets and confidential information, bribes and facilitation payments, foreign trade control(s) and gifts and favours. Introduction of the Code of Conduct is mandatory for all members of NTG’s workforce. and cannot cover every possible situation that we may face, nor does it describe every law, policy or standard with which we must comply. However, it does provide a useful framework for making practical, lawful and ethical decisions that protect the interests of NTG, its employees, contractors and stakeholders. strengthen the relationships with its suppliers, and sustainable business relationships will be created. We expect our suppliers to actively ensure that the supplier’s own agents, sub-suppliers and subcontractors also comply with the requirements of the Code of Conduct for Suppliers. Code of Conduct for Suppliers The Code of Conduct is available on NTG’s website, and it is communicated to suppliers upon completion of contracts and agreements with suppliers. The code is available in 12 different languages. The Code of Conduct for Suppliers forms the basis of all actions and activities carried out in NTG’s name and provides informa- tion and guidance on ethical business conduct towards various stakeholders. Further, it reflects our commitment to sustain- ability in areas such as human rights, anti-corruption, supplier relationships, labour standards, and environmental responsibil- ity. We require our suppliers to adhere to the same values and principles as NTG. We monitor supplier compliance through spot checks, subcontractor audits, and every other year, we perform internal risk assessments. NTG rest assure that all employees of the Group every day strive to deliver the best services and be the best possible colleagues. NTG also appreciate that from time to time, all employees find themselves in situations where they are unsure of which direction to take in order to act in a way that is legally and morally correct and servicing NTG's interest best. NTG has therefore compiled a Code of Conduct for Employees to provide clear guidelines for a range of specific situations. The most important success factor for the Code of Conduct is that all employees take personal responsibility and live up to the ethical expectations described. At NTG, we manage our business in compliance with all the applicable laws and regulations of the countries in which we operate. This Code of Conduct does not Responsible behaviour is a part of NTG’s core values, and cus- tomers and other stakeholders expect NTG to conduct business in a responsible manner. We believe that by focusing on the val- ues as described in this Code of Conduct for Suppliers, NTG will Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ110 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁ→ GovernanceꢁꢁAdditional information ESRS G1 Prevention and detection of corruption and bribery NTG has clear proccesses for risk assessment and an independent whistleblower system to prevent, detect, and address compliance challenges G1-3 Risk Assessment – A Fundamental Element is forwarded in accordance with the Whistleblower policy. All reports submitted must be investigated. Any investigation must be finalised by a written report containing a conclusion and/or recommendation for further action based on the findings of the report. The report is passed to NTG's audit committee Each module includes an introduction video by the Group CEO or Group Legal, a training video, and a test. Group Legal monitors employee participation in the training. New employees must read NTG’s Code of Conduct and participate in various training sessions related to our operational systems. NTG’s internal risk assessment is a vital tool for effectively and adequately addressing risks. This assessment identifies areas where there may be potential non-compliance with laws, regula- tions, and internal rules. Additionally, it evaluates the implemen- tation level of mitigating measures. Training on Code of Conduct, policies, and new legislation The Code of Conduct is handed out to all employees upon em- ployment. Furthermore, the code is available on NTG's intranet as well as NTG’s public website.To ensure that all employees understand and adhere to our Code of Conduct and other elements of our Legal Compliance Program, we prioritise online training. We aim for all employees to complete annual training on our Code of Conduct, and we report on our progress every year. Due to restructuring of the Code of Conduct training, NTG did not conduct a full training session in 2024 among its employees. Only newly hired employees during 2024 received information on NTG's Code of Conduct. This implies that 20.6% of NTG's employees received information and training in our Code of Conduct as this equals the percentage of newly hired employees in 2024. Remaining functions at risk did not receive any training in 2024 due to restructering of the training programme. We will resume our training for employees in 2025. In 2024, NTG conducted its second legal compliance risk assessment across all NTG entities. An updated and automated questionnaire was distributed to all managing directors. The results of the 2024 risk assessment informed the mitigation plan, ensuring a continued focus on high-risk entities and legal compliance areas. SPEAK UP! Another element in NTG's work to prevent, detect and address allegations or incidents with corruption or bribery NTG has implemented the Whistleblower System, called SPEAK UP!. The system is administered by an independent third party to ensure anonymity. All reports made via NTG's whistleblowing system are received by the external and independent third-party to NTG. Upon screening of the report and assessment of who at NTG should receive the report for further processing, the report Supplier compliance MDR-A, G1-4 Controls are conducted on an ongoing basis on groups of sup- pliers’ compliance with sanctions and embargoes, using various compliance tools and automatic screening in the transport man- agement systems. Further, compliance checks are performed on groups of new suppliers upon completion of new contracts and engagement. NTG’s online compliance training is intended to help employees recognise and avoid risks in their daily tasks. Employees with computers access are invited to participate in online training modules covering NTG’s Code of Conduct, Anti-Corruption Poli- cy, Foreign Trade Controls Policy, and Competition Laws Policy. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ111 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁ→ GovernanceꢁꢁAdditional information Confirmed incidents of corruption or bribery In the reporting period, NTG was not involved in any breaches, cases or convictions nor fined in relation to violation of anti- corruption and anti-bribery laws. MDR-T Tracking effectiveness of policies and actions through targets To be able to continuously prevent and detect corruption and bribery, NTG has set various targets to ensure progress to its responsible business practises that also are presented in the table on page 107. One target relates to our yearly compliance training of employees in our Code of Conduct. This includes both functions at risk in NTG as well as all other employees with daily access to a com- puter, as the compliance training is conducted online. A second target is NTG’s commitment to perform yearly compli- ance audits and spot checks of suppliers through remote audits, questionnaires, and checklists. As previously mentioned, we perform an ongoing control of groups of suppliers for compliance with sanctions and embargoes as well as compliance checks of groups of new suppliers. During 2025, NTG intends to introduce a spot check control of selected supplier for compliance of NTG’s Code of Conduct for Suppliers. A third target that will progress during 2025 is a follow-up session on NTG’s internal risk assessment. Randomly selected NTG entities will have a follow-up session to monitor the effec- tiveness of any mitigating measures implemented as a result of the risk assessment process and under NTG’s Legal Compliance Program. Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ112 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁ→ Additional information Additional information Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ113 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁ→ Additional information Additional information to the Sustainability Statement GOV-4 Statement on due diligence Disclosure related to: Disclosure related to: Core elements of due diligence Disclosure requirement Page People Environment Core elements of due diligence Disclosure requirement Page People Environment ESRS 2 GOV-2 ESRS 2 GOV-3 ESRS 2 SBM-3 ESRS 2 SBM-3-E1 ESRS 2 SBM-3-S1 ESRS 2 SBM-3-S2 ESRS 2 SBM-3-G1 ESRS 2 GOV-2 ESRS 2 SBM-2 ESRS 2 IRO-1 ESRS 2 MDR-P/E1-2 S1-2 48 √ √ √ √ √ √ √ ESRS 2 IRO-1 ESRS 2 SBM-3-E1 ESRS 2 SBM-3-S1 ESRS 2 SBM-3-S2 ESRS 2 SBM-3-G1 E1-1 57 √ √ √ 48 64 c) Identifying and assessing adverse impacts 55 91 √ √ √ a) Embedding due diligence in governance, strategy and business model 65 100 109 61 92 √ √ √ √ √ √ √ √ √ 100 109 48 √ √ √ √ √ ESRS MDR-A/E1-3 ESRS MDR-A/S1-4 ESRS MDR-A/S2-4 G1-1 67 104 104 109 110 73 √ √ √ √ d) Taking actions to address those adverse impacts 53 57 √ √ 66 G1-3 b) Engaging with affected stakeholders in all key steps of the due diligence 93 √ √ √ √ √ ESRS MDR-M/E1-5 G1-4 e) Tracking the effectiveness of these efforts and communicating S2-1 101 103 93 110 68 √ √ √ √ S2-2 MDR-T/E1-4 MDR-T/S1-5 S1-2 93 ESRS 2 MDR-P/G1-1 109 √ Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ114 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁ→ Additional information ESRS2 IRO-2 List of datapoints that derive from other EU legislation Disclosure requirement ESRS 2 IRO-2 paragraph 56 & ESRS 2 Appendix B Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference EU Climate Law reference Page reference Benchmark Regulation reference Comment General ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d) Indicator number 13 of Table #1 of Annex 1 Commission Delegated Regulation (EU) 2020/1816 (27), Annex II 107 36 ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) Delegated Regulation (EU) 2020/1816, Annex II ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10 Table #3 of Annex 1 Indicators number 4 Table #1 of Annex 1 113 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 (28) Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk Delegated Regulation (EU) 2020/1816, Annex II Not relevant ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii Indicator number 9 Table #2 of Annex 1 Indicator number 14 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Not relevant Not relevant ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Delegated Regulation (EU) 2020/1818 14, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II Not relevant Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ115 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁ→ Additional information Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference EU Climate Law reference Page reference Benchmark Regulation reference Comment Environment ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2(1) 61 61 ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No Delegated Regulation (EU) 2020/1818, Article 12.1 (d) to (g), and Article 12.2 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity ESRS E1-4 GHG emission reduction targets paragraph 34 Indicator number 4 Table #2 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 6 68 ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5 Table #1 and Indicator n. 5 Table #2 of Annex 1 73 ESRS E1-5 Energy consumption and mix paragraph 37 Indicator number 5 Table #1 of Annex 1 Indicator number 6 Table #1 of Annex 1 73 73 ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 Indicators number 1 and 2 Table #1 of Annex 1 Article 449a; Regulation (EU) No Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) 70 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book - Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Indicators number 3 Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book - Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8(1) 69 ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU) 2021/1119, Article 2(1) Not relevant Not material ESRS E1-9 Exposure of the benchmark portfolio to climate- related physical risks paragraph 66 Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ116 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁ→ Additional information Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference EU Climate Law reference Page reference Benchmark Regulation reference Comment ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk. Not material ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy- efficiency classes paragraph 67 (c). Article 449a Regulation (EU) No Not material 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraph 34; Template 2: Banking book -Climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities paragraph 69 Delegated Regulation (EU) 2020/1818, Annex II Not relevant ESRS E2-4 Amount of each pollutant listed in Annex II of the EPRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 Indicator number 8 Table #1 of Annex 1 Indicator number 2 Table #2 of Annex 1 Indicator number 1 Table #2 of Annex 1 Indicator number 3 Table #2 of Annex 1 78 ESRS E3-1 Water and marine resources paragraph 9 ESRS E3-1 Dedicated policy paragraph 13 Indicator number 7 Table #2 of Annex 1 Indicator number 8 Table 2 of Annex 1 Indicator number 12 Table #2 of Annex 1 Indicator number 6.2 Table #2 of Annex 1 Indicator number 6.1 Table #2 of Annex 1 Not material Not material Not material Not material Not material ESRS E3-1 Sustainable oceans and seas paragraph 14 ESRS E3-4 Total water recycled and reused paragraph 28 (c) ESRS E3-4 Total water consumption in m 3 per net revenue on own operations paragraph 29 ESRS 2- IRO 1 - E4 paragraph 16 (a) i ESRS 2- IRO 1 - E4 paragraph 16 (b) ESRS 2- IRO 1 - E4 paragraph 16 (c) Indicator number 7 Table #1 of Annex 1 Indicator number 10 Table #2 of Annex 1 Indicator number 14 Table #2 of Annex 1 Indicator number 11 Table #2 of Annex 1 Not material Not material Not material Not material ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b) ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c) Indicator number 12 Table #2 of Annex 1 Not material ESRS E4-2 Policies to address deforestation paragraph 24 (d) ESRS E5-5 Non-recycled waste paragraph 37 (d) Indicator number 15 Table #2 of Annex 1 Indicator number 13 Table #2 of Annex 1 Indicator number 9 Table #1 of Annex 1 Not material Not material Not material ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ117 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁ→ Additional information Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference EU Climate Law reference Page reference Benchmark Regulation reference Comment Social ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) Indicator number 13 Table #3 of Annex I Indicator number 12 Table #3 of Annex I 91 91 92 92 ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g) ESRS S1-1 Human rights policy commitments paragraph 20 Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 Delegated Regulation (EU) 2020/1816, Annex II ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22 Indicator number 11 Table #3 of Annex I Indicator number 1 Table #3 of Annex I Indicator number 5 Table #3 of Annex I Indicator number 2 Table #3 of Annex I Indicator number 3 Table #3 of Annex I Indicator number 12 Table #1 of Annex I 92 92 94 97 97 ESRS S1-1 workplace accident prevention policy or management system paragraph 23 ESRS S1-3 grievance/complaints handling mechanisms paragraph 32 (c) ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) Delegated Regulation (EU) 2020/1816, Annex II ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Delegated Regulation (EU) 2020/1816, Annex II Not material Not material ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 8 Table #3 of Annex I Indicator number 7 Table #3 of Annex I 99 99 ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) Indicator number 10 Table #1 and Indicator n. 14 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1) ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) Indicators number 12 and n. 13 Table #3 of Annex I 93 ESRS S2-1 Human rights policy commitments paragraph 17 Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex 1 51 ESRS S2-1 Policies related to value chain workers paragraph 18 Indicator number 11 and n. 4 Table #3 of Annex 1 101 93 ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) Management reviewꢀꢀ NTGꢀAnnual Report 2024ꢀ•ꢀ118 Sustainability statementꢁꢁGeneralꢁꢁEnvironmentꢁꢁSocialꢁꢁGovernanceꢁꢁ→ Additional information Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference EU Climate Law reference Page reference Benchmark Regulation reference Comment ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 Delegated Regulation (EU) 2020/1816, Annex II 101 102 ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 Indicator number 14 Table #3 of Annex 1 ESRS S3-1 Human rights policy commitments paragraph 16 Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1 Not material Not material ESRS S3-1 non- respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17 Indicator number 10 Table #1 Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) ESRS S3-4 Human rights issues and incidents paragraph 36 Indicator number 14 Table #3 of Annex 1 Not material Not material ESRS S4-1 Policies related to consumers and end-users paragraph 16 Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1 ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) 31 Not material Not material ESRS S4-4 Human rights issues and incidents paragraph 35 Indicator number 14 Table #3 of Annex 1 Governance ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) Indicator number 15 Table #3 of Annex 1 109 ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) Indicator number 6 Table #3 of Annex 1 Indicator number 17 Table #3 of Annex 1 110 110 ESRS G1-4 Fines for violation of anti-corruption and anti- bribery laws paragraph 24 (a) Delegated Regulation (EU) 2020/1816, Annex II ESRS G1-4 Standards of anti-corruption and anti-bribery paragraph 24 (b) Indicator number 16 Table #3 of Annex 1 110 Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ119 Financial Statements Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ120 Income Statement Statement of Other Comprehensive Income (DKKm) Note 2024 2023 (DKKm) Note 2024 335 2023 407 Net revenue Direct costs Gross profit 2.2 2.3 9,352 -7,379 1,973 8,338 -6,472 1,866 Profit for the year Items that may be reclassified to the income statement: Foreign exchange adjustments of subsidiaries 37 1 Other external expenses Staff costs 2.4 2.5 -247 -942 -171 -842 Items will not be reclassified to the income statement: Actuarial adjustments on retirement benefit obligations Other comprehensive income Operating profit before amortisation, depreciation and special items 8.3 -7 -7 784 853 30 -6 Amortisation and depreciation of intangible and tangible fixed assets 2.6 -260 -223 Total comprehensive income 365 401 Operating profit before special items 524 630 Attributable to: Special items, net Financial income Financial costs 2.7 2.8 2.8 -16 29 -11 22 Shareholders in NTG Nordic Transport Group A/S Non-controlling interests 328 37 370 31 -97 440 -127 514 Profit before tax Tax on profit for the year 3.1 -105 -107 Profit for the year 335 407 Attributable to: Shareholders in NTG Nordic Transport Group A/S Non-controlling interests 297 38 374 33 Earnings per share Earnings per share (DKK) 6.2 6.2 13.93 13.92 17.40 17.21 Diluted earnings per share (DKK) for the period Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ121 Cash Flow Statement (DKKm) Note 2024 2023 (DKKm) Note 2024 2023 Operating profit before special items Depreciation and amortisation Share-based payments 524 260 -11 630 223 -38 63 Repayment of lease liabilities 5.3 4.5 -234 123 -211 -17 Proceeds and repayments of other financial liabilities 8.2 Shareholders and non-controlling interests: Purchase of treasury shares Change in working capital Change in provisions -143 -48 6.1 6.1 - -34 -77 - -301 -41 -6 -73 22 Dividends paid to non-controlling interests Acquisition of shares from non-controlling interests Disposal of shares to non-controlling interests Cash flow from financing activities Cash flow for the year Financial income received Interest paid on leasing contracts Other financial expenses paid Corporation taxes paid 29 5.3 2.7 -48 -37 -90 -96 -11 593 3 -49 -222 -179 -573 13 -127 -16 Special items Cash flow from operating activities 371 Cash and cash equivalents at 1 January Cash flow for the year 276 -179 5 253 13 Purchase of property, plant and equipment Disposal of intangible assets, property, plant and equipment Acquisition of business activities 5.2 5.2 7.1 -34 26 -25 10 Currency translation adjustments Cash and cash equivalents at 31 December 10 102 276 -327 7 -3 Changes in other financial assets 11 ꢀCash and cash equivalents are presented in the balance sheet less bank overdrafts of DKK 147 million (2023: DKK 0 million). The cash and cash equivalents at 31 December disclosed in the cash flow statement include DKK 6 million (2023: DKK 5 million) which are held on deposit accounts with some limitations in use. Cash flow from investing activities Free cash flow -328 43 -7 586 Statement of adjusted free cash flow (DKKm) 2024 2023 Free cash flow 43 16 586 11 Special items Acquisition of business activities reversed Repayment of lease liabilities Adjusted free cash flow 327 -234 152 3 -211 389 ꢀAdjusted free cash flow excludes one-off items in terms of special items and acquisition of business activities, but includes cash outflows from leasing contracts under IFRS 16. The measure is shown as a representation of cash flows from continuing operational activities. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ122 Balance Sheet (DKKm) Note 31.12.2024 31.12.2023 (DKKm) Note 31.12.2024 31.12.2023 Assets Equity and liabilities Intangible assets 5.1 5.2 5.3 4.2 3.2 1,762 128 1,377 74 Share capital 6.1 7.2 453 805 453 566 Property, plant and equipment Right-of-use assets Other receivables Deferred tax assets Total non-current assets Reserves 1,098 69 817 62 NTG Nordic Transport Group A/S shareholders' share of equity 1,258 1,019 28 36 Non-controlling interests 86 78 3,085 2,366 Total equity 1,344 1,097 Trade receivables 4.1 4.2 4.3 1,525 103 1,115 88 Deferred tax liabilities Pensions and similar obligations Provisions 3.2 8.3 5.4 4.5 4.6 34 91 13 79 Other receivables Cash and cash equivalents Corporation tax 249 276 3 22 1 27 Financial liabilities 503 902 1,552 228 668 989 Total current assets 1,904 1,482 Lease liabilities Total non-current liabilities Total assets 4,989 3,848 Provisions 5.4 4.5 4.6 4.4 4.4 36 175 29 151 Financial liabilities Lease liabilities Trade payables Other payables Corporation tax Total current liabilities Total liabilities 261 196 1,320 248 1,114 208 53 64 2,093 3,645 1,762 2,751 Total equity and liabilities 4,989 3,848 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ123 Statement of Changes in Equity Shareholders' Non- Share Treasury share Translation reserve Retained earnings share of equity controlling interests Total equity (DKKm) capital reserve 2024 Equity at 1 January Profit for the year 453 - -28 - -6 - 600 297 1,019 297 78 38 1,097 335 Net exchange differences recognised in OCI Actuarial gain/-loss - - - - - - - - 38 - - -7 38 -7 -1 - 37 -7 Other comprehensive income, net of tax Total comprehensive income for the year 38 38 -7 31 -1 37 30 290 328 365 Transactions with shareholders: Share-based payments - 1 - - - -12 -5 -11 -5 - - -11 -5 Tax on share-based payments Dividends distributed - - - - - - -34 4 -34 Acquisition of shares from non-controlling interests Disposal of shares to non-controlling interests Total transactions with owners Equity at 31 December - - 1 - -79 5 -78 5 -74 - - 1 6 - 2 - -91 799 -89 1,258 -29 86 -118 1,344 453 -26 32 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ124 Statement of Changes in Equity Shareholders' Non- Share Treasury share Translation reserve Retained earnings share of equity controlling interests Total equity (DKKm) capital reserve 2023 Equity at 1 January Profit for the year 453 - -16 - -9 - 539 374 967 374 97 33 1,064 407 Net exchange differences recognised in OCI Actuarial gain/-loss - - - - - - - - 3 - - -7 3 -7 -2 - 1 -7 Other comprehensive income, net of tax Total comprehensive income for the year 3 3 -7 -4 -2 31 -6 367 370 401 Transactions with shareholders: Share-based payments - - - - - -38 1 -38 1 - - -38 1 Tax on share-based payments Dividends distributed - - - - - - -41 - -41 Purchase of treasury shares - -16 4 - -279 2 -295 6 -295 -6 Acquisition of shares from non-controlling interests Disposal of shares to non-controlling interests Total transactions with owners Equity at 31 December - - - -12 3 - - 8 8 11 - -12 -28 - -306 600 -318 1,019 -50 78 -368 1,097 453 -6 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ126 Notes 1. Basis for preparation This section provides an overview of the financial accounting policies and key accounting estimates applied in the preparation of the Group’s consolidated financial statements. The accounting policies set out in section 1.1. below have been applied consistently with respect to the financial year and comparative figures from previous year. Non-controlling interests Non-controlling interests’ share of profit/loss for the year and of equity in subsidiaries is included in the Group’s profit/loss for the year and of the equity of subsidiaries, respectively, but shown as separate items. Net profit for the year is allocated to non-controlling interests using the ownership interests present on the reporting date. Transactions with non-controlling interests that do not result in a change of con- trol are recognised directly in equity. Such transactions result in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and the consideration paid or received is recognised directly in retained earnings attributable to owners of NTG Nordic Transport Group A/S. the issued standards and amendments not yet in effect will not have a significant impact on the Group's recognition and measurement policies. The Group has begun analyzing the impact of IFRS 18 on its financial statements and accompa- nying notes but has not yet completed the assessment. Consolidation principles The consolidated financial statements comprise NTG Nordic Transport Group A/S (Parent Company) and its subsidiaries. The consolidated financial statements of NTG Nordic Transport Group A/S have been prepared in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act relevant for class D companies. Subsidiaries Subsidiaries are all entities 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 can 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 Annual Report for 2024 was approved by Executive Management and the Board of Directors on 5 March 2025 and will be presented for approval at the subsequent Annual General Meeting on 28 March 2025. Foreign currency translation Functional and presentation currency Items in the financial statements of each reporting entity of the Group are meas- ured in the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency of the Parent Company, NTG Nordic Transport Group A/S is Danish Kroner (DKK). The financial statements are presented in Danish Kroner (DKK), and all amounts have been rounded to the nearest million. 1.1 Accounting policies, estimates and judgements The Annual Report for the period 1 January – 31 December 2024 comprise the consolidated financial statements of the Parent Company NTG Nordic Transport Group A/S and subsidiaries controlled by the Parent Company (the Group). The acquisition method of accounting is used to account for business combina- tions by the Group (note 7.1). Consolidation is performed by summarising the financial statements of the Parent Company and its subsidiaries. Intercompany transactions, balances, and unrealised gains on transactions between Group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Acquired or sold subsidiaries are recognised in the consolidated income state- ment for the period in which the Parent controls such entities. Comparative figures are not restated for recently acquired or sold entities. The Annual Report has been prepared on a going concern basis and in accord- ance with the historical cost convention, except where IFRS explicitly requires use of other values. New and amended standards adopted by the Group Accounting policies have been applied consistently with those applied in the consolidated financial statements for 2023. The Group has implemented all new EU-approved standards, interpretations, and amendments effective on 1 January 2024. The amendments did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the transla- tion of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised on a net basis in the statement of profit or loss, within financial items. Associates Associates are all entities over which the Group has significant influence, but not control or joint control. This is generally the case when the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published but are not mandatory for 31 December 2024 reporting. Management expects that Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ127 Notes 1.1 Accounting policies, estimates and judgements – continued Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt, including servicing of leasing liabilities, as well as payments to and from shareholders. Cash and cash equivalents include cash on hand and short-term liquid assets that are readily convertible to cash. Group entities The results and financial position of all Group entities that have a functional cur- rency different from the presentation currency are translated into the presenta- tion currency as follows: 1. Assets and liabilities for each entity’s balance sheet are translated at the clos- ing rate at the date of that balance sheet; 2. Income and expenses for each entity’s income statement are translated at average exchange rates; and 3. All resulting exchange differences are recognised as other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. Materiality The financial statements separately present items which are considered individ- ually material. Individually immaterial items are aggregated with other items of similar nature in the statements or in the notes. All required disclosures by IFRS are presented unless the information is considered immaterial to the economic decision-making of the users of the financial statements. Accounting estimates and judgements The Group makes estimates, judgements and assumptions concerning the future. The resulting accounting estimates rely on Management judgement and will, by definition, seldom equal the related actual results. Estimates, judgements and assumptions are based on historical experience and other factors that Management considers to be reliable, but which by their very nature are associated with uncertainty and unpredictability. These assumptions may prove incomplete or incorrect, and unexpected events or circumstances may arise. The estimates and assumptions deemed most significant to the preparation of the consolidated financial statements are addressed below: · Acquisition and disposal of entities (note 7.1) · Accrued revenue and accrued cost of services (note 2.2) Refer to the specific notes for details on relevant accounting policies and further description of significant estimates and assumptions used. Risk factors specific to the Group are described in the management report from pages 31-35 and in note 6.4. Statement of cash flow The cash flow statement shows the Group's cash flows during the year distribut- ed on operating, investing, and financing activities, including changes in cash and cash equivalents at the beginning and at the end of the year. The cash flow state- ment cannot be derived directly from the balance sheet and income statement. Cash flows from operating activities are calculated using the indirect method and as operating profit before special items (EBIT) for the year adjusted for changes in working capital and non-cash operating items such as depreciation, amortisation and impairment losses, and provisions. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents. Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property, plant and equipment as well as fixed asset investments. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ128 Notes 2. Profit for the year This section includes disclosures on components of consolidated profit for the year. Road & Logistics Air & Ocean Total (DKKm) 2024 2023 2024 2023 2024 2023 Segment revenue 6,640 6,238 2,745 2,133 9,385 8,371 Revenue (between segments) -22 -26 -11 -7 -33 -33 Revenue (external) 6,618 6,212 2,734 2,126 9,352 8,338 Gross profit 1,447 1,386 526 480 1,973 1,866 Amortisation and depreciation -239 -205 -21 -18 -260 -223 Operating profit before special items 393 467 131 163 524 630 Gross margin % 21.9% 22.3% 19.2% 22.6% 21.1% 22.4% Note: Total assets and liabilities for each segment is not reported because such amounts are not regularly provided to the Chief Operating Decisions Maker. 2.1 Segment information Accounting policies Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss before special items and is measured consistently with operating profit or loss in the consolidated statement of income. Operating segments The Group’s business operations are carried out by two divisions, forming the basis for the Group’s segment reporting. Information on business segments is based on the Group’s risk and returns and its internal financial reporting system. The segmentation is a direct match to the Group’s management structure, with a responsible CEO for each of the two operating segments. Business segments are regarded as the primary segments. Geographical information The following table present information regarding the Group’s geographical seg- ments on revenue, and non-current assets, both of which are allocated according to the country in which the individual consolidated entity is based. All intersegment transactions and settlements are carried out on an arm’s length basis. Road & Logistics The Road & Logistics division provides transport and warehousing solutions with a geographical focus on Europe. Air & Ocean The Air & Ocean division provides international air and ocean freight services, including project transports. Major customers The Group has no customers contributing revenue of more than 10 % of total revenue and the Group is therefore not reliant on any major customers. Net revenue per country (DKKm) 2024 2023 Denmark 3,489 2,884 USA 1,357 1,124 Sweden 1,270 1,440 Germany 665 499 Finland 582 620 Other 1,989 1,771 Total 9,352 8,338 Non-current assets per country (DKKm) 2024 2023 Denmark 1,272 1,210 Germany 721 59 USA 559 531 Sweden 168 182 Finland 78 89 Other 259 259 Total 3,057 2,330 ꢀNon-current assets less tax assets Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ129 Notes 2.2 Net revenue Accounting policies The Group derives revenue primarily from freight forwarding services related to transport of goods throughout Europe and worldwide by road, rail, ocean and air. Revenue from contracts with customers is recognised when control of freight forwarding services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. Freight forwarding services and other services are generally char- acterised by short delivery times except for ocean transports that takes longer due to the nature of the service delivered. Timing of revenue recognition reflects when fulfilment of performance obliga- tions towards customers take place and follows the over-time principle because the customer receives and uses the benefits simultaneously. Revenue generated by providing other logistic services is recognised in the reporting period in which the service is rendered. When determining the transaction price for the sale of services, the Group con- siders the effect of variable consideration and any other significant factors af- fecting the transaction price. The Group’s ordinary course of business is to agree a price (transaction price) with the customer for performing the specific service (price allocation) before booking a haulier/carrier and delivering the service. No material effect of variable consideration is present, and no material uncertainty is therefore associated with the contract price on an individual transport level. No significant financing component is included in the transaction price, as sales are generally made with credit terms between 14-60 days from the delivery date, in coherence with market practice. Consequently, no adjustments to the transac- tion prices for the time value of money is carried out. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated rev- enues or costs are reflected in profit or loss in the period in which the circum- stances that give rise to the revision become known by management. Change of circumstances relating to individual transports will ordinarily have a non-material effect on the Group’s consolidated revenue. 2.5 Staff costs Accounting policies Staff costs include salaries, bonuses, pensions, social security costs, vacation pay and other benefits, but exclude terminal-related staff costs recognised as Direct costs. Staff costs are recognised in the financial year in which the associated services are rendered by the employees. Costs related to long-term employee benefits, e.g., defined benefit pension plans, are recognised in the periods in which they are earned. Accrued revenue and accrued costs of services in progress at 31 December 2024 are presented on the line items trade receivables and trade payables, respective- ly. Accrued revenue is estimated and recognised when a sales transaction fulfils the criteria for revenue recognition, but no final invoice has yet been issued to the customer at the end of the reporting period. Accrued costs are estimated and recognised when supplier invoices relating to recognised revenue for the reporting period have yet to be received. 2.3 Direct costs Accounting policies Direct costs comprise costs incurred to achieve the year’s revenue. Direct costs mainly comprise costs for hauliers, shipping companies and airlines. Costs related to staff fulfilling customer orders and other costs of terminal operations are also included. Please refer to note 8.1 for detailed information on remuneration of Manage- ment and note 8.2 for detailed information on the Group's share option schemes and 8.3 for detailed information on pension plans. (DKKm) 2024 2023 Wages and salaries 943 815 Defined contribution pension plans 46 35 Defined benefit pension plans 2 3 Other social security costs 115 98 Share-based payments 13 10 Other staff costs 30 23 Total 1,149 984 Recognised in the income statement as: Direct costs (terminal-related employees) 207 142 Staff costs (other employees) 942 842 Total 1,149 984 Average full time employees 2,197 1,971 Number of full-time employees at year-end 2,723 1,970 2.4 Other external expenses Accounting policies Other external expenses include expenses related to IT, training and education, office facilities, travelling and other costs of operations and maintenance. Costs transferred to direct costs are excluded. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ130 Notes 2.6 Amortisation and depreciation for the year Accounting policies Amortisation and depreciation relate to the following fixed assets in the balance sheet: · Intangible assets (excluding goodwill), · Property, plant and equipment, and · Right-of-use assets Amortisation and depreciation profiles depend on the underlying assets (see notes 5.1, 5.2 and 5.3). Amortisation and depreciation for the year are comprised as follows: 2.7 Special items Accounting policies Special items are reported in the income statement and comprise significant income and expenses of an exceptional nature relative to the Group’s ordinary operations or costs related to investments in future activities. The items are stated separately to give a true and fair view of the Group’s oper- ating profit. Special items for the year are comprised as follows: (DKKm) 2024 2023 Transaction and integration costs from business combinations 15 5 Restructuring costs - 6 Other costs 1 - Total 16 11 (DKKm) 2024 2023 Amortisation of intangible assets 1 1 Depreciation of tangible assets 17 9 Depreciation of right-of-use assets 244 214 Termination settlements -2 -1 Total 260 223 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ131 Notes 2.7 Special items – continued 2.8 Financial income and expenses Accounting policies Financial income and expenses comprise interest income and expenses, realised and non-realised capital gains/losses on transactions in foreign currency, amorti- sation of financial assets and liabilities etc. Accounting policies Special items impact the income statement items as specified in the table below: 2024 2023 Special Reported income statement Adjusted income statement Reported income statement Adjusted income statement Financial income (DKKm) 2024 2023 Interest income 10 13 Exchange differences 9 - Other financial income 10 9 Total 29 22 Special items (DKKm) items Net revenue Direct costs Gross profit 9,352 -7,379 1,973 - - - 9,352 -7,379 1,973 8,338 -6,472 1,866 - - - 8,338 -6,472 1,866 Other external expenses -247 -942 784 -16 - -263 -942 768 -171 -842 853 -6 -5 -177 -847 842 Staff costs Operating profit before amortisation and depreciation -16 -11 Financial expenses (DKKm) 2024 2023 Interest expense 38 39 Calculated interest on pension plan assets (note 8.3) 2 3 Exchange differences - 28 Other financial expenses 9 20 Interest on lease liabilities 48 37 Total 97 127 Amortisation and depreciation -260 - -260 -223 - -223 Operating profit 524 -16 508 630 -11 619 Special items, net Financial income Financial expenses Profit before tax -16 29 16 - - 29 -11 22 11 - - 22 -97 440 - -97 440 -127 514 - -127 514 - - Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ132 Notes 3. Tax This section contains relevant disclosures and details regarding tax recognised in the financial statements. The total tax on Group profit for the year amounts to DKK 105 million. (DKKm) 2024 2023 Tax for the year: Tax on profit/loss for the year 105 107 Tax on other changes in equity 5 -1 Total tax for the year 110 106 3.1 Income tax Accounting policies The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each juris- diction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evalu- ates positions taken in tax returns with respect to situations in which applica- ble tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authori- ties. Management’s judgements in this respect are based on assumptions and estimates, which carry a degree of uncertainty with respect to actual outcomes. Non-taxable items mainly relate to individual Group companies, where tax losses are non-capitalised. Tax on other changes in equity concerns corporation tax and deferred tax and relates to the excess tax value between actual and expected tax deduction com- pared to the cumulative share-based payments cost recognised in the income statement. Based on a preliminary analysis for 2023, the vast majority of entities qualify for the transitional safe harbour, and for entities that do not qualify for the transitional safe harbour, no material impact was estimated from Pillar II tax- es on the Group. 2024 was the first tax year subject to the Pillar II rules and the exception to the accounting for deferred taxes was applied. A similar preliminary analysis for 2024 did not indicate any material impact from Pillar II taxes. Top-up tax for 2024, if any, will be filed to the Danish Tax Authorities by 30 June 2026 as part of the filing of the GloBE Information Return. (DKKm) 2024 2023 Tax on profit/loss for the year: Current tax 109 104 Adjustment of deferred tax -4 6 Adjustment of tax from prior periods - -3 Tax on profit/loss for the year 105 107 (DKKm) 2024 2023 Parent Company's income tax rate 22.0% 22.0% Tax effect of: Higher/lower tax rate in subsidiaries 0.8% 0.6% Other non-taxable items 1.6% -1.2% Adjustments of tax from prior periods -0.1% -0.5% Revaluation of deferred tax assets and liabilities -0.4% -0.1% Effective tax rate 23.9% 20.8% Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ133 Notes 3.2 Deferred tax Accounting policies Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not account- ed for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available, against which the temporary differ- ences can be utilised. Deferred income tax assets and liabilities are offset when there is a legally en- forceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. (DKKm) 2024 2023 Temporary tax differences specified per type: Intangible assets -20 -9 Property, plant and equipment 5 15 Provisions 1 - Taxable losses from previous years 7 7 Other items 1 10 Deferred tax at 31 December -6 23 Recognised as follows: Deferred tax assets 28 36 Deferred tax liabilities -34 -13 * Other items primarily relate to share-based payment programs The Group has non-recognised tax assets totalling DKK 512 million at year-end (2023: DKK 474 million), of which DKK 456 million relates to tax loss carry for- wards. DKK 427 million of the tax loss carry forwards have no expiry date, and the remaining amount expires within 5 and 10 years. Non-recognised tax loss carry forwards include pre-tax DKK 1,722 million (2023: DKK 1,722 million) acquired from the transaction with former Neurosearch A/S. There is no assurance that the Group will be able to utilise the acquired tax loss carry forwards, and no deferred tax asset has therefore been recognised. (DKKm) 2024 2023 Movement on deferred tax, net: Deferred tax at 1 January 23 30 Deferred tax for the year 4 -6 Tax on changes in equity -7 -2 Additions from business combinations -24 - Other adjustments -2 1 Deferred tax at 31 December -6 23 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ134 Notes 4. Financial assets and liabilities This note provides information about the Group’s financial instruments, including: · Overview of all financial instruments held by the Group · Specific information about each type of financial instrument · Accounting policies · Information about determining the fair value of the instruments, including judgements and estimation uncertainty involved. 4.3 Cash and cash equivalents Accounting policies Cash and cash equivalents presented in the balance sheet statement comprise deposits on bank accounts. Cash and cash equivalents presented in the balance sheet statement also include DKK 6 million which are held on deposit accounts with some limitations in use. Deposits are subject to regulatory restrictions and are therefore not available for general use by other entities within the Group. Cash and cash equivalents presented in the cash flow statement includes DKK 147 million (2023: DKK 0 million) on short-term bank overdraft accounts, which form an integral part of the Group’s cash management activities. 4.1 Trade receivables Accounting policies Trade receivables are measured at amortised cost less allowance for bad debt based on expected credit losses. Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement on a short- term basis and therefore are classified as current. Due to the short-term nature of the current receivables, their carrying amounts are considered to be the same as their fair value. Trade receivables have been offset in accordance with the criteria set out in IAS 32. The gross amounts as of 31 December 2024 are DKK 1,551 million (2023: DKK 1,132 million) offset by a netting impact of DKK 26 million (2023: DKK 17 million). Information about the impairment of trade receivables and the Group’s exposure to credit risk, foreign currency and interest risk can be found in note 6.4. The Group holds the following financial instruments: Financial assets (amortised cost) (DKKm) 2024 2023 Trade receivables 1,525 1,115 Other financial assets 172 150 Cash and cash equivalents 249 276 Financial liabilities (amortised cost) (DKKm) 2024 2023 Trade and other payables 1,568 1,322 Other financial liabilities 678 379 Lease liabilities 1,163 864 4.4 Trade and other payables Accounting policies Trade payables represents liabilities for services provided to the Group prior to the end of financial year, which are unpaid at the balance sheet date. The amounts are unsecured and are usually paid on a short-term basis. Trade and oth- er payables are presented as current liabilities unless payment is due more than 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. Carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. Trade payables have been offset in accordance with the criteria set out in IAS 32. The gross amounts as of 31 December 2024 are DKK 1,346 million (2023: DKK 1,131 million) offset by a netting impact of DKK 26 million (2023: DKK 17 million). Trade receivables (DKKm) 2024 2023 Trade receivables 1,602 1,174 Less provision for impairment -77 -59 Trade receivables net 1,525 1,115 Financial assets and financial liabilities are measured at amortised cost. The carying amounts of these financial assets and financial liabilities are not cosi- dered to differ from their fair value. The fair values are measured using Level 2 inputs. 4.2 Other financial assets Accounting policies Other financial assets consist of receivables other than trade receivables. These other receivables generally arise from transactions outside the usual operating activities of the Group. The non-current part of other receivables mainly con- sists of deposits, which are measured at cost less repayments and impairment (amortised cost). The Group’s exposure to various risks associated with the financial instruments is discussed in note 6.4. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ135 Notes 4.5 Other financial liabilities Accounting policies Other financial liabilities consist of individually immaterial positions related to short-term bank overdrafts and other borrowing arrangements outside of credit institutions. Other financial liabilities are measured at amortised cost, which corresponds to the net realisable value. Other financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Financial liabilities 2024 Carrying (DKKm) amount 0-1 year 1-5 years > 5 years Trade and other payables 1,568 1,568 - - Other financial liabilities 678 175 503 - Lease liabilities 1,163 261 594 308 Total, discounted 3,409 2,004 1,097 308 Interest 293 64 188 41 Total, undiscounted 3,702 2,068 1,285 349 2023 Carrying (DKKm) amount 0-1 year 1-5 years > 5 years Trade and other payables 1,322 1,322 - - Other financial liabilities 379 151 228 - Lease liabilities 864 196 446 222 Total, discounted 2,565 1,669 674 222 Interest 163 43 85 35 Total, undiscounted 2,728 1,715 759 257 On 14 February 2025, NTG entered into a new facility agreement with a consortium of four banks. This facility includes a revolving credit facility amounting to DKK 750 million with a maturity of three years, and a term loan facility of DKK 1,200 million with a maturity of two years, both of which have an option to extend for two additional years. The loan has a variable interest rate linked to CIBOR. The agreement also features an uncommitted accordion option, allowing the company to increase the facility amount by up to DKK 1 billion. The facility agreement provides the capacity and flexibility to act on the Group's M&A ambitions and secures a reliable financing source for the years ahead. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ136 Notes 5. Non-financial assets and liabilities This section provides information about the Group’s non-financial assets and liabilities: Intangible assets, tangible assets and provisions. 2024 2023 Acquired Customer Acquired Customer (DKKm) rights relationships Goodwill Total rights relationships Goodwill Total Cost at 1 January 2 7 1,372 1,381 2 7 1,386 1,395 Aquisitions through business combinations - 3 349 352 - - 4 4 Disposals at cost -2 - - -2 - - - - Currency translation adjustments - - 34 34 - - -18 -18 Cost at 31 December - 10 1,755 1,765 2 7 1,372 1,381 Impairment losses and amortisation at 1 January 2 2 - 4 2 1 - 3 Amortisation for the year - 1 - 1 - 1 - 1 Disposals during the year -2 - - -2 - - - - Impairment losses and amortisation at 31 December - 3 - 3 2 2 - 4 Carrying amount at 31 December - 7 1,755 1,762 - 5 1,372 1,377 5.1 Intangible assets Accounting policies Goodwill Goodwill acquired in business combinations is recognised and measured as the difference between the total of the fair value of the consideration transferred and the fair value of the identifiable net assets on the date of acquisition. Good- will is not amortised. The carrying amount of goodwill is tested for impairment annually. Impairment losses are recognised directly for the year and are not subsequently reversed. Acquired other rights Acquired other similar rights are measured at cost less accumulated amortisation and less any accumulated impairment losses or at a lower value in use. Customer relationships On initial recognition, customer relationships identified from business combina- tions are recognised in the balance sheet at fair value. Subsequently, customer relationships are measured at cost less accumulated amortisation and impairment losses. Customer relationships are amortised on a straight-line basis based on the estimated customer life, usually up to 7 years. Impairment Goodwill is tested for impairment once a year, other intangible assets are tested when there is indication of impairment. When performing the impairment test, an assessment is made as to the ability of individual cash generating units (CGUs) to generate sufficient positive net cash flow in the future to support the value of the unit in question. Impairment testing is performed for each cash-generating unit to which consol- idated goodwill is allocated, as defined by Management. The cash-generating units thereby follow the Group’s divisional structure: · Road & Logistics, and · Air & Ocean Goodwill is written down to its recoverable amount through the income state- ment, if this is lower than the carrying amount. The recoverable amount is determined as the present value of the discounted future net cash flow from the cash-generating unit to which the goodwill relates. In calculating the present value, discount rates are applied reflecting the risk-free interest rate with the addition of risks relating to the individual cash-generating units, such as geographical and financial exposure. The carrying amount of goodwill at 31 December 2024 equals DKK 1,755 million. For goodwill impairment testing, a number of estimates are made in connection to the development in revenues, operating profits, future capital expenditures, discount rates and growth expectations in the terminal period. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ137 Notes 5.1 Intangible assets – continued 5.2 Property, plant and equipment Accounting policies Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets, which are as follows: · Land is not depreciated · Warehouses and other productions buildings 20-30 years · Office buildings 40-50 years · Other fixtures and fittings, tools and equipment 3-7 years The basis of depreciation is calculated with due consideration to the residual value and any prior impairment write down. The estimated useful life and residual value of each asset is determined at the date of acquisition and reassessed annually. These estimates are based on assessments of the current cash-generating units Road & Logistics and Air & Ocean, and are based on historical data and assump- tions of future expected market developments, including expected long-term average market growth rates. The Road & Logistics division primarily operates in the Northern, Eastern and Central European markets. Future net cash flows of the division are affected by market development and growth rates in these regions. Development in the gross profit generated per shipment, efforts in cost management, and improve- ments in internal productivity measured by the number of shipments all play crucial roles in influencing the division's cash flow. The Air & Ocean division operates internationally, and its future cash flows are therefore exposed to developments in global trade and economy. Development in gross profit per shipment, cost management, and improvements in internal productivity impacts the cash flow of the division. Additionally, fluctuations in freight rates impacts the overall financial dynamics of the division. Future cash flows in both divisions are also affected by the development of inter- nal factors, such as network synergies and productivity improvements. The expected future net cash flow is based on budgets and business plans approved by Management for the year 2025 and projections for subsequent years up to and including 2029. Projections in the budget period are derived from the Group's historical above-industry growth rates. From 2029, NTG Nordic Transport Group A/S expects the growth rate to remain in line with the expected long-term average growth rate for the industry. Goodwill impairment 2024 Road & Air & (DKKm) Logistics Ocean Carrying amount of goodwill 1,042 713 Budget period Annual growth 3.0% 3.0% Operating margin 5.5% 3.5% Terminal period Growth 1.5% 1.5% Pretax discount rate 10.1% 13.1% 2023 Road & Air & (DKKm) Logistics Ocean Carrying amount of goodwill 740 632 Budget period Annual growth 3.0% 3.0% Operating margin 5.5% 4.5% Terminal period Growth 1.5% 1.5% Pretax discount rate 10.2% 12.2% Impairment Assets are tested for impairment, if indications of impairment are present. In case a need for impairment is identified, the assets' carrying amount is written down immediately to its recoverable amount if the assets' carrying amount is greater than its estimated recoverable amount. Any resulting impairment loss is recognised in the income statement when the impairment is identified. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ138 Notes 5.2 Property, plant and equipment – continued 5.3 Leases Contracts are assessed at inception to determine whether the Group is entering into a lease. If a lease is identified, a right-of-use asset and a corresponding lease liability are recognised in the balance sheet at the contract’s commencement date. Lease liabilities are initially measured at the present value of future leasing pay- ments under the contract, discounted using either the interest rate implicit in the contract, or (if the implicit interest rate is not available) an incremental borrowing rate appropriate for the Group. Future variable lease payments are not recognised in the lease liabilities, as they have no material impact on recognition. Subsequent to recognition, lease liabilities are measured at amortised cost using the effective interest method, adjusted for any remeasurements or contract modifications. Lease payments are allocated between reduction of the liability and interest expenses. Interest expenses are charged to the income statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are initially measured at cost, equivalent to the relevant recognised lease liability adjusted for any leasing payments made on or before the commencement date, any initial costs associated to the lease and other directly related costs including dismantling and restoration costs. Subsequent to recognition, right-of-use assets are depreciated on a straight-line basis over the shorter of each asset’s useful life and the relevant lease term and adjusted for any remeasurements of the lease liability. Right-of-use assets and lease liabilities are not recognised for low value lease assets or leases with a lease term of 12 months or less. These are recognised as an expense on a straight-line basis over the term of the lease. Any service elements separable from a capitalised lease contract are accounted for following same principle. In accounting for lease contracts, various judgements are applied in determining right-of-use assets and lease liabilities. Judgements include assessment of lease periods, utilisation of extension options and applicable discount rates. 2024 2023 Other Other fixtures fixtures and fittings, and fittings, Land and tools and Land and tools and (DKKm) buildings equipment Total buildings equipment Total Cost at 1 January 26 82 108 32 64 96 Additions through business combinations 51 12 63 - 2 2 Additions for the year 1 33 34 - 25 25 Disposals at cost - -34 -34 -5 -9 -14 Currency translation adjustments - - - -1 - -1 Cost at 31 December 78 93 171 26 82 108 Impairment losses and depreciation at 1 January 1 33 34 1 26 27 Depreciation for the year 1 16 17 - 9 9 Disposals during the year - -8 -8 - -4 -4 Currency translation adjustments - - - - 2 2 Impairment losses and depreciation at 31 December 2 41 43 1 33 34 Carrying amount at 31 December 76 52 128 25 49 74 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ139 Notes 5.3 Leases - continued Extension options are only included in the lease term if the lease is reasonably certain to be extended. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. All right-of-use assets are presented in the balance sheet in the line item Right-of- use assets. Right-of-use assets classified as land and buildings mainly relate to leases of ware- houses, terminals and office buildings, whereas assets recognised as other plant and equipment mainly relate to leases of trailers, trucks, company cars, forklifts, and other office equipment. Contractual maturity of lease liabilities (DKKm) 2024 2023 <1 year 325 239 1 > 5 years 782 531 > 5 years 349 257 Total undiscounted lease liabilities at 31 december 1,456 1,027 Cash flow related to leasing contracts (DKKm) 2024 2023 Expense relating to short-term leases (included in direct costs and other external expenses) 16 27 Expense relating to leases of low-value assets that are not short-term leases (included in direct costs and other external expenses) 6 1 Interest expenses on lease liabilities 48 37 Lease repayments 234 211 The total cash outflow for leases 304 276 2024 2023 Right-of-use assets Other Other Land & Plant & Land & Plant & (DKKm) Buildings Equipment Total Buildings Equipment Total Opening balance 1 January 515 302 817 471 265 736 Additions from business combinations 274 50 324 - - - Additions during the period 81 153 234 162 188 350 Disposals during the period -1 -32 -33 -16 -40 -56 Depreciations -126 -118 -244 -102 -112 -214 Currency translation adjustments - - - - 1 1 Carrying amount at 31 December 743 355 1,098 515 302 817 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ140 Notes 5.4 Provisions Accounting policies Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obliga- tions as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of Management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. Provisions are in all material aspects short term and as such, no interest expense pertaining to the passage of time is recognised. The Group’s provisions are divided into two categories: 1) legal claims and restructuring and 2) other provisions. The latter mainly consists of provisions relating to onerous contracts and refurbishment of premises. Movement in provisions Movements during the year are mainly related to additions through business combinations. 2024 Legal claims and Other (DKKm) restructuring provisions Total Carrying amount at 1 January 8 22 30 Additions through business combinations - 29 29 Additional provisions recognised 1 2 3 Unused amounts reversed - -1 -1 Amounts used during the year -2 -1 -3 Currency translation 1 - 1 Carrying amount at 31 December 7 51 58 2024 (DKKm) Current Non-current Total Legal claims and restructuring 7 - 7 Other provisions 29 22 51 Total 36 22 58 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ141 Notes 6. Capital and financial risks The section describes the shareholders’ equity composition and capital manage- ment, including risks related to the financing structure of the Group. 6.1 Equity Share capital At 31 December 2024, the share capital of NTG Nordic Transport Group A/S was DKK 453 million consisting of 22.6 million shares with a nominal value of DKK 20 each. Shares consist of only one share class and include no special rights, preferences, or restrictions. All shares are fully paid up. Shares are issued in multiples of 20. The share capital is specified as follows: (DKKm) 2024 2023 2022 2021 2020 Share capital at 1 January 453 453 453 453 449 Capital increase - - - - 4 Share capital at 31 December 453 453 453 453 453 Treasury shares Treasury shares are bought back to enable swaps of minority shareholders’ shares in NTG subsidiaries under the ‘Ring-the-Bell’ concept and to cover obli- gations arising under future share-based incentive programs and potentially for other purposes such as payment in relation to M&A transactions. The treasury share reserve contains the nominal value of treasury shares, where any difference to the market price is recognised directly in retained earnings in equity. The reserve is a distributable reserve. Dividends Dividends are recognised as a liability when approved by the shareholders at the Annual General Meeting. Dividends recommended to be paid for the year are stated as a separate line item under equity until approved at the Annual General Meeting. No dividends have been proposed for 2024. Nominal value Part of share Market value Number of shares (DKKm) capital (DKKm) Treasury shares at 1 January 1,387,472 28 6.1% 408 Ring-the-Bell consideration paid -40,730 -1 -0.2% -14 Other transactions -55,639 -1 -0.2% -16 Value adjustment -47 Treasury shares at 31 December 1,291,103 26 5.7% 331 Translation reserve Exchange differences arising on translation of foreign controlled entities are rec- ognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ142 Notes 6.2 Earnings per share Earnings per share (EPS) is calculated according to IAS 33, as shown below. Earnings per share (DKKm) 2024 2023 Profit attributable to shareholders in NTG Nordic Transport Group A/S 297 374 (‘000 shares) Average number of shares 22,649 22,649 Average number of treasury shares -1,336 -1,155 Average number of shares in circulation 21,313 21,494 Dilutive effect of outstanding share-based payment programs 28 236 Diluted average number of shares in circulation 21,341 21,730 Earnings per share 13.93 17.40 Diluted earnings per share 13.92 17.21 6.3 Capital management Objectives of capital management are to safeguard the Group’s ability to contin- ue as a going concern, to provide returns for shareholders and benefits for other stakeholders by maintaining an optimal capital structure and reducing costs of capital. Free cash flows are allocated in the priority below: · Maintain a leverage ratio in line with the target. · Secure a sufficient capital buffer for investments in organic growth, acquisi- tions, and other strategic initiatives. · Cover obligations in relation to acquisition of minority shareholders’ shares in subsidiaries and obligations under share-based incentive programs. · Distribute excess capital to shareholders through share buyback programs. Executive Management and the Board of Directors monitor the share and capital structure to ensure the Group’s capital resources support strategic goals. Through a close dialogue with its main lenders, the Group can secure funding of strategic initiatives within a short time frame. Change of control clauses are generally included in NTG’s credit agreements. The Group’s target leverage ratio (measured as NIBD including IFRS 16 relative to adj. EBITDA) is below 3.0x. This level may be temporarily exceeded imme- diately after significant acquisitions. The Group’s leverage ratio was 2.0x at 31 December 2024. 6.4 Financial risks The overall financial risk management framework is laid down in the Group’s finance policy, investment policy and policies regarding credit risks. The Group’s finance functions manage financial risk at centralised level. Thus, the Group’s financial management is aimed solely at managing and reducing the financial risks directly associated with the Group’s operations and financing. Disclosures in this note concern financial risks most significant for the Group, which are: · Currency risk · Interest risk · Liquidity risk · Credit risk Currency risk Foreign currency risk is the risk that the fair value of future cash flows of an ex- posure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities due to the international activities of the Group. The Group’s revenues are mainly denominated in EUR, USD, DKK and SEK. Expenses have a pattern in line with revenue. The EUR rate is fixed to the DKK and is therefore not perceived to present a significant currency risk. Sensitivity analysis of currency exposure based on the net exposure of the Group, the hypothetical impact of exchange rate fluctuations on profit for the year and equity, is as follows: Sensitivity analysis Change in Impact on Impact on (DKKm) exchange rate profit/loss equity USD/DKK -5% -15 -42 SEK/DKK -5% -6 - PLN/DKK -5% 2 -5 The Group is not significantly exposed to foreign currency risk from items in other comprehensive income. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ143 Notes 6.4 Financial risks – continued During 2024, the Group expensed DKK 21 million on expected losses on trade receivables, corresponding to 0.22% of the Group’s net revenue. Due to insignificant historic realised losses on trade receivables, the Group applies a simplified approach in calculating expected credit losses. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime expected credit losses at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Expected losses on trade receivables, based on weighted loss percentages, are as follows: The closing loss allowances for trade receivables as of 31 December 2024 recon- cile to the opening allowances as follows: Interest risk Interest rate risk is the risk that the fair value of future cash flows of a finan- cial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest risk arises mainly from the revolving credit facility held by Group. The material amount relates to short-term facilities and manage- ment expects to repay the credit facility in the short term. Therefore, exposure to interest rate risk is considered immaterial. The Group regularly monitors its interest rate risk and considers it to be insignifi- cant, therefore an interest rate sensitivity analysis is not deemed necessary. Movement in allowance for doubtful trade receivables (DKKm) 2024 2023 Carrying amount at 1 January 59 63 Additions through business combinations 8 - Impairments realised during the year -11 -24 Allowances for losses during the year 21 20 Carrying amount at 31 December 77 59 Liquidity risks The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which mainly include trade payables, other payables and credit facility. The Group ensures adequate liquidity through the management of cash flow forecasts and close monitoring of cash inflows and outflows and through inter-Group treasury accounts. In addition to cash flow from operations, the Group’s liquidity position is secured through committed credit facilities with the Group’s primary banks. At 31 December 2024, the un- drawn amount of committed credit facilities totalled DKK 378 million. At 31 December 2024 trade receivables were written down by DKK 77 million (2023: DKK 59 million). Individual assessments mainly cover specific debtors, where settlement of accounts is assumed to be unlikely. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. Credit risks in trade receivables 2024 2023 Gross carrying Expected Gross carrying Expected (DKKm) amount loss rate Loss allowance amount loss rate Loss allowance Not overdue 1,102 0.2% 2 804 0.2% 2 1-30 days 331 0.5% 2 246 0.5% 1 31-180 days 101 2.0% 2 71 2.0% 1 181 - 360 days 14 50.0% 7 14 50.0% 7 More than 360 days 54 100.0% 54 39 100.0% 39 Loss allowance 1,602 67 1,174 50 Individual assessments 10 9 Loss allowance 1,602 77 1,174 59 Credit risks The Group’s credit risks are partly linked to receivables and cash at bank and in hand. The maximum credit risk linked to financial assets corresponds to the val- ues recognised in the balance sheet. The Group has no significant risk regarding one individual customer or partner. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ144 Notes 7. Composition of the Group This section provides information how the composition of the Group affects the financial position and performance for the year. Where settlement of any part of a cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent considerations are classified either as equity or financial liabilities. Amounts classified as financial liabilities are subsequently remeasured to fair value with changes in fair value recognised in profit or loss. If measurement of the identifiable net assets is uncertain at the date of acquisition, initial recognition is done based on provisional amounts. Measurement period ad- justments to the provisional amounts may be done for up to 12 months following the date of acquisition. On 31 December 2024, the discounted maximum earn-out of EUR 4 million (DKK 29 million) was recognised. Adjusted for the fair value of acquired cash and cash equivalents of DKK 16 mil- lion, the net cash flow in 2024 amounted to DKK 289 million (outflow). 7.1 Acquisition and disposal of entities Accounting policies Enterprises acquired or formed during the year are recognised in the consolidat- ed financial statements from the date of acquisition or formation. Enterprises disposed of are recognised in the consolidated financial statements up to the date of disposal. Discontinued operations and assets held for sale are presented separately. The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are ac- quired. The consideration transferred for the acquisition of a subsidiary comprises: Non-controlling interests are recognised using the same principles · fair values of the assets transferred · liabilities incurred to the former owners of the acquired business · equity interests issued by the Group Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Earnings impact During the period after the acquisition, SSH contributed DKK 243 million to the Group’s net revenue and DKK 7 million to the Group’s adj. EBIT. If the acquisition had taken place 1 January 2024 the Group’s net revenue would have amounted to DKK 10,149 million and the Group's adj. EBIT would have amounted to DKK 557 million. Transaction cost Transaction costs relating to the SSH acquisition amount to DKK 6 million. Trans- actions costs are accounted for in the income statement as special items. Acquisitions closed during the year Schmalz+Schön Logistics GmbH Region Stuttgart On 1 October 2024, NTG completed the acquisition of 100% of the shares in Schmalz+Schön Logistics GmbH Region Stuttgart (“SSH”). SSH, a well-established German provider specialising in customised transport and logistics solutions, brings decades of expertise, a team of 330 employees, and a strong reputation for quality and reliability. Fair value of acquired net assets and recognised goodwill Provisional fair values of acquired assets and liabilities at the acquisition date are given in the table on the next page. The fair value of acquired trade receivables and other receivables amounts to DKK 177 million. The collectability of receivables has been assessed based on Group credit assessment policies. In total DKK 7 million has been provided for as doubtful trade receivables. Goodwill is primarily related to synergy effects from integration with NTG’s exist- ing infrastructure and network. The integration of SSH is still ongoing, and consequently net assets, including goodwill and other intangible assets, may be adjusted, and off-balance sheet items may be recognised for up to 12 months after the acquisition date. Accounting estimates and judgments Estimates and assumptions are an integrated part of assessing fair values etc. in accordance with the acquisition method of accounting, as observable market prices are seldom available for the acquired assets and liabilities. Assessments are carried out using Management’s judgement with regards to future cash flows and other input factors to the valuation models used. The excess of the consideration transferred over the fair value of the net identi- fiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase. Consideration transferred The total consideration consists of a contingent consideration and a cash payment of DKK 406 million, of which DKK 305 million was settled in 2024. The remaining amount of DKK 101 million was settled in early 2025 following the fulfilment of two corporate conditions set out in the SPA. The contingent consideration is determined based on the performance on a key customer in the period from 2025 to 2029. A sustained level of financial performance will result in payment of the maximum amount of EUR 5 million (DKK 37 million). The consideration transferred, including the earn-out arrangement, has been measured at fair value. The earn-out has been discounted to reflect its present value in accordance with IFRS 3. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ145 Notes 7.1 Acquisition and disposal of entities – continued RTC Transport A/S On 14 February 2024, NTG completed the acquisition of 75% of the shares in RTC Transport A/S (RTC). RTC was founded in 2006 in Brøndby, Denmark, and special- ises in home deliveries of furniture and domestic appliances as well as value added services including carry-ins, installations, and return handling. RTC has a strong presence in the Danish market, from where it also serves customers with home deliveries in the southern part of Sweden. The integration of RTC is still ongoing, and consequently net assets, including goodwill and other intangible assets, may be adjusted, and off-balance sheet items may be recognised for up to 12 months after the acquisition date. Schmalz+Schön Fair values at date of (DKKm) acquisition Property, plant and equipment 56 Right-of-use assets 291 Other receivables 39 Assets held for sale 71 Trade receivables 138 Corporation tax 14 Cash and cash equivalents 16 Total assets 625 Deferred tax 24 Pensions 12 Provisions 29 Lease liabilities 291 Trade payables 73 Other payables 58 Total liabilities 487 Non-controlling interests' share of acquired net assets 3 Acquired net assets 135 Fair value of consideration 435 Goodwill arising from the acquisition 300 RTC Transport A/S Fair values at date of (DKKm) acquisition Property, plant and equipment 5 Right-of-use assets 24 Other receivables 2 Trade receivables 21 Cash and cash equivalents 5 Total assets 57 Provisions 2 Lease liabilities 31 Trade payables 10 Other payables 9 Corporation tax 1 Total liabilities 53 Non-controlling interests' share of acquired net assets 1 Acquired net assets 3 Fair value of consideration 37 Goodwill arising from the acquisition 34 Consideration transferred The total consideration consists of a cash payment of DKK 26 million in addition to a contingent consideration. The contingent consideration is determined based on the performance of RTC in 2024. A sustained level of financial performance will result in earn-out payments of maximum DKK 11 million. On 31 December 2024, the maximum earn-out consideration of DKK 11 million was recognised. Adjusted for the fair value of acquired cash and cash equivalents of DKK 5 million, the net cash flow amounted to DKK 21 million (outflow). Earnings impact During the period after the acquisition, RTC contributed with DKK 170 million to the Group’s net revenue and DKK 14 million to the Group’s adj. EBIT. If the acquisition had taken place 1 January 2024 the Group’s net revenue would have amounted to DKK 9,368 million and the Group's adj. EBIT would have amounted to DKK 526 million. Transaction costs Transaction costs relating to the RTC acquisition amount to DKK 1 million. Trans- actions costs are accounted for in the income statement as special items Fair value of acquired net assets and recognised goodwill Provisional fair values of acquired assets and liabilities at the acquisition date are given in the table below. The fair value of acquired trade receivables and other receivables amounts to DKK 23 million. The collectability of receivables has been assessed based on Group credit assessment policies. Goodwill is primarily related to synergy effects from integration with NTG’s existing infrastructure and network. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ146 Notes 7.1 Acquisition and disposal of entities – continued Freightzen Logistics Company Limited and Schenker Italiana S.p.A On 3 September and 30 September 2024, NTG completed the acquisition of 60% of the shares in Asia-based Freightzen Logistics Company Limited (“Freightzen”) and 100% of the activities in the land-based funiture logistics division of Schenker Italiana S.p.A (“Schenker Italiana”), respectively. Freightzen was founded in 2018 in Bangkok, Thailand, and delivers personalised and customised logistics solutions by air and ocean, with strategically located offices in Thailand, Vietnam, and Malaysia. The land-based furniture logistics division of Schenker Italiana, located in Como, Italy, is a specialised full-service provider of furniture logistics solutions, focusing on handling, storing, and transporting high-end furniture. These acquisitions are fundamental to the Group's growth strategy, providing a stronger foundation for future expansion within key segments and markets. Each transaction aligns with the Group's goal of creating a robust and diversified portfolio. Information about the acquisitions of Freightzen and Schenker Italiana are disclosed in aggregate. Fair value of acquired net assets and recognised goodwill Provisional fair values of acquired assets and liabilities at the acquisition date are given in the table on the right. The fair value of acquired trade receivables and other receivables amounts to DKK 33 million. The collectability of receivables has been assessed based on Group credit assessment policies. Goodwill is primarily related to synergy effects from integration with NTG’s existing infrastructure and network. The integration is still ongoing, and consequently net assets, including goodwill and other intangible assets, may be adjusted, and off-balance sheet items may be recognised for up to 12 months after the acquisition date. Freightzen Logistics and Schenker Italiana Fair values at date of (DKKm) acquisition Intangible assets 3 Property, plant and equipment 2 Right-of-use assets 9 Trade receivables 31 Other receivables 1 Cash and cash equivalents 13 Total assets 59 Provisions 2 Lease liabilities 9 Trade payables 29 Other payables 3 Corporation tax 1 Total liabilities 44 Acquired net assets 15 Fair value of consideration 30 Goodwill arising from the acquisitions 15 Consideration transferred The total considerations consist of a cash payment of DKK 30 million, settled in connection with the transactions. Adjusted for the fair value of acquired cash and cash equivalents of DKK 13 million, the net cash flow amounted to DKK 17 million (outflow). Earnings impact During the period after the acquisitions, Freightzen and Schenker Italiana contrib- uted with DKK 40 million to the Group’s net revenue and negative DKK 5 million to the Group’s adj. EBIT. If the acquisitions had taken place 1 January 2024 the Group’s net revenue would have amounted to DKK 9,482 million and adj. EBIT would have amounted to DKK 529 million. Transaction cost Transaction costs relating to the acquisitions amount to DKK 1 million. Transactions costs are accounted for in the income statement as special items. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ147 Notes 7.1 Acquisition and disposal of entities – continued Acquisitions closed early 2025 7.2 Non-controlling interests As part of NTG’s governance model, shareholders of non-controlling interests in subsidiaries have, upon maturity, a pre-defined concept of swapping their subsid- iary shares with shares in the Parent Company (the ‘Ring-the-Bell’ concept). The swaps are subject to an offer from non-controlling subsidiary shareholders and an acceptance from NTG’s Executive Management. A total equity value of DKK 12 million was acquired from non-controlling interests in 2024. In addition to various minor transactions with non-controlling interests in the course of maintaining the Group’s partnership structure, the only noteworthy transactions carried out during 2024 were planned Ring-the-Bell tranche acquisitions in Poland, Denmark, Sweden, and Finland. On 31 December 2024, no non-controlling interests in any of the Group’s subsidiaries are material to the consolidated financial statements. ITC Logistic GmbH On 18 September 2024, NTG Germany GmbH (“NTG”), a fully owned subsidiary of NTG Nordic Transport Group A/S, signed an agreement to acquire 100% of the shares of German-based ITC Logistic GmbH (“ITC”). ITC specialises in delivering bespoke road and logistics solutions to a portfolio of long-standing customers. ITC is well positioned as a full-service, end-to-end solutions provider offering groupage, FTL, LTL, comprehensive logistics services, and a suite of value- added services to key clients. Operating from five strategic locations in Western Germany, with a strong presence in the North Rhine-Westphalia region, ITC employs approximately 130 white-collar and 80 blue-collar employees. For the financial year ended 31 December 2023, ITC reported revenue of DKK 600 million and an EBIT of DKK 85 million. The transaction was closed in early 2025 and ITC's financial performance will be consolidated into the Group from 1 January 2025. Thortrans A/S On 29 November 2024, LGT Logistics A/S, a 90% owned subsidiary of NTG Nordic Transport Group A/S, signed an agreement to acquire 100% of the activities of Danish-based Thortrans A/S. Thortrans, a family-owned business established in 1972, has built a strong reputation in Denmark, Sweden, and Norway. Renowned for its expertise in handling, storage, and transportation of furniture and kitchens. The acquisition is expected to contribute approximately DKK 120 million in annual revenue. The transaction was closed in early 2025 and Thortrans' financial performance will be consolidated into the Group from 1 February 2025. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ148 Notes 8.2 Share-based payment programs Accounting policies Employee services received in exchange for share-based payments granted corre- spond to fair value on the grant date. Share-based payments are either equity or cash settled and recognised in the income statement as staff costs over the vesting period. The fair value is determined using the Black & Scholes valuation model measured on the grant date. Valuation assumptions consider terms and conditions applicable to the share options and warrants, and Management’s expectations on the input variables. Estimated volatility is based on a peer review, adjusted for NTG specific factors. A total of 164 employees held share options or warrants on 31 December 2024 (2023: 120 employees). 37,000 share options were open for exercise on 31 December 2024. NTG Nordic Transport Group A/S has the right to settle share-based payment programs in either cash or shares when exercised. During 2024, 308,150 warrants and share options were exercised at an average share price of 279. Non-vested share options will, in certain circumstances, lapse in connection with a participant’s termination of employment. Agreements with employees regarding share-based remuneration also include provisions that entitle the employee to premature exercise of the instrument in a change of control scenario. Valuation of the share-based payments granted in 2024 and 2023 is based on assumptions disclosed in the following table: 8. Other disclosures This section of the notes includes other information that must be disclosed to comply with the accounting standards and other pronouncements. 8.1 Remuneration of the Executive Board and the Board of Directors The composition of the remuneration to the members of the Board of Directors and the Executive Management is aimed at contributing to retaining and motivat- ing management members and to ensure the maximisation of shareholder value by promoting and supporting achievement of strategic objectives for the Group following general trends in the society. The remuneration paid in 2024 follows the framework defined by the Remuneration Policy, available at investor.ntg.com, approved at the Annual General Meeting 21 March 2024. Base salary paid to Key Management personnel in 2024 totals DKK 5.3 million (2023: DKK 5.0 million). The Board of Directors only receives short-term benefits. Executive Manage- ment also receive other remuneration components. Total base salary to the Board of Directors and Executive Management was DKK 7.8 million in 2024 (2023: DKK 7.3 million). Total remuneration to the Board of Directors and Execu- tive Management was DKK 12.5 million in 2024 (2023: DKK 12.0 million). For the financial year 2024, the Group has published a Remuneration Report, investor.ntg.com, in accordance with the requirements of section 139b of the Danish Companies Act implementing the Shareholders Rights Directive. Remuneration to the Executive Management Total remuneration to the Group’s Executive Management is given in the table to the right. Employment agreements with members of the Executive Management are without time limitation and can generally not exceed 12 months on the part of the Company and 6 months on the part of the individual member of Executive Management. For further information on remuneration composition etc., refer- ence is made to the Group’s Remuneration Report. (DKKm) 2024 2023 Base salary 5.3 5.0 Pensions and benefits 0.5 0.7 Short-term cash incentive 1.2 1.2 Share based payments 2.7 2.5 Executive Management Board total 9.7 9.4 Remuneration to the the Board of Directors Total remuneration to the Group’s Board of Directors is given below. For further information on remuneration composition, reference is made to the Group’s Remuneration Report. (DKKm) 2024 2023 Fixed annual fee 2.5 2.3 Additional fixed fee 0.3 0.3 Board of Directors 2.8 2.6 Assumptions 2024 2023 Share price 259 356 Volatility 35.0% 35.0% Risk-free interest rate 2.4% 2.5% Expected dividends 0.0% 0.0% Expected duration (years) 4 4 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ149 Notes 8.2 Share-based payment programs – continued Expenses arising from share-based payments transactions Total expenses arising from share-based payment transactions recognised during the year as part of employee benefit expense totaled DKK 13 million (2023: DKK 10 million). Share options programs Granted share options generally have a three-year vesting period followed by a two-year exercise period. Options are granted to key employees in the organisa- tion with the goal of motivation and retention, including alignment of interests with NTG Nordic Transport Group A/S’ shareholders. 2024 LTIP to Executive Management Share options awarded under the 2024 LTIP will be granted in 2025. Pursuant to Section 5.8.5 of the Remuneration Policy, the exercise price relevant for estab- lishing the actual number of share options granted for 2024 shall be determined as the average share price of the shares of the Company for the 10-day trading period following the publication of the Company’s annual report for 2024. Using an estimated exercise price of 243, based on the reference share price (being the average closing price in the last 10 days up to and including 3 March 2025), indicates that an estimated 31,493 options will be granted to Executive Manage- ment under the 2024 LTIP. The expected grant date is 20 March 2025 resulting in a 2-year exercise period starting on 20 March 2028. Options expected to be granted under the 2024 LTIP will be recognised from the grant date in 2025 and are not included in the table above. 29,797 share options with an exercise price of DKK 259 were granted in 2024 to Executive Management under the 2023 LTIP. Outstanding programs Average Share exercise price Warrants options Total per option Outstanding at 1 January 2023 650,459 196,295 846,754 197 Granted - 214,901 214,901 356 Exercised -230,459 - -230,459 139 Options waived/expired - -41,376 -41,376 344 Outstanding at 31 December 2023 420,000 369,820 789,820 249 Outstanding at 1 January 2024 420,000 369,820 789,820 249 Granted - 222,386 222,386 259 Exercised -280,000 -28,150 -308,150 176 Options waived/expired -140,000 -47,789 -187,789 213 Outstanding at 31 December 2024 - 516,267 516,267 310 Share-based payment programs Market value at Remaining Grant year Type of program Options granted Exercise period Exercise price grant date (DKKm) duration (years) 2021 Share options 89,500 18.11.2023-18.11.2026 180 to 285 4 0.1 2022 Share options 127,545 05.04.2025-28.03.2028 260 to 377 8 1.3 2023 Share options 214,901 24.03.2026-24.03.2028 356 25 2.3 2024 Share options 222,386 16.03.2027-15.03.2029 259 18 3.3 Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ150 Notes 8.3 Pension obligations Accounting policies The pension obligations of most Group entities are covered by independent pen- sion funds or insurance contracts (defined contribution plans) to which Group com- panies pay regular contributions. For a few Group companies, pension obligations are not covered or only partly covered by insurance (defined benefit plans). For defined-benefit plans, the net present value is only calculated for those benefits by employees up until the balance sheet date. The present value of future pension payments is estimated actuarially and shown net of the fair value of any plan assets in the balance sheet as pension obligations. Differences between estimated pension assets and liabilities and their realised val- ues are termed actuarial gains and losses. Actuarial gains and losses are recognised in the statement of other comprehensive income. Changes in benefits earned to date are actuarially calculated and expensed imme- diately when the employees have already earned the right to the changed benefits. Otherwise, they are recognised in the income statement over the period during which the employees earn the right to the benefits. inflation, and mortality rates. Assumptions are assessed at the reporting date and changes in these assumptions may significantly affect the liabilities and pension cost under defined benefit plans. Pensions liabilities (DKKm) 2024 2023 Present value at 1 January 161 155 Foreign exchange adjustment -1 3 Contributions to the plan 7 3 Expensed in the income statement 3 3 Calculated interest 4 5 Actuarial loss/-gain change in financial assumptions 11 9 Actuarial loss/-gain experience adjustments 3 -1 Benefits paid through pension assets -16 -16 Present value at 31 December 172 161 Sensitivity analysis on reported pension liabilities (DKKm) 2024 2023 Discount rate +0,5% -10 -6 Discount rate -0,5% 9 7 Future remuneration +0,5% -1 - Future remuneration -0,5% -1 - Below is shown the most important assumptions made when determining the net present value of the defined benefit plans and a sensitivity analysis relating to these assumptions. Most important assumptions for actuarial calculations Weighted Germany Switzerland average 2024 Discount rate 3.41% 0.80% 1.89% Future salary increase 2.00% 2.00% 1.99% Mortality prognosis table RT Heubeck 2018 G BVG 2020 GT Weighted Germany Switzerland average 2023 Discount rate 3.47% 1.50% 2.36% Future salary increase 2.00% 2.00% 2.00% Mortality prognosis table RT Heubeck 2018 G BVG 2020 GT Under defined benefit plans, the employer is obliged to pay a defined benefit (for example a fixed percentage of an employee’s final salary) to the employee after retirement. The Group thereby carries a risk with respect of future developments in interest rates, inflation, mortality and disability. Net value of pension plans (DKKm) 2024 2023 Present value of pension liabilities 172 161 Fair value of plan assets -81 -82 Net value of pension plans at 31 December 91 79 Defined benefit plans in the Group are only related to Germany and Switzerland. The pension plan in Germany accounts for 83% of the net liability at year-end and is closed for further accrual of benefits by the company’s employees. Remaining plan participants in Germany receive benefit based on past service. In Switzerland, the pension plan is a result of the Swiss pensions system’s “second pillar”, and offers old age pensions, survivors’ and invalidity insurance. The plan is a fully insured BVG plan according to Swiss Federal Law on Occupational Accounting estimates and judgments Generally, pension plans within the Group are defined contribution plans, where contributions are recognised in the income statement on an accrual basis. These types of pension plans do not require material estimates. For defined benefit plans, annual actuarial calculations are made of the net present value of future benefits to be paid under the plan. The net present value is calculated based on assumptions of the future developments of salary, interest, Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ151 Notes 8.4 Fees to auditors appointed at the Annual General Meeting (DKKm) 2024 2023 Statutory audit 6 6 Other assurance services 2 - Other services - 1 Total fees to auditors appointed at the Annual General Meeting (PwC) 8 7 (DKKm) 2024 2023 Statutory audit 1 1 Total fees to other auditors 1 1 8.3 Pension obligations – continued Benefits, meaning that the full actuarial risk is re-insured with a third-party life-insurance company. The Group’s plans are funded in accordance with applicable local legislation. At 31 December 2024, the Group has covered 41.6% of the pension liability. 2024 Defined Defined contribution benefit (DKKm) plans plans Total Staff cost 46 2 48 Financial expenses - 2 2 Total costs recognised 46 4 50 2023 Defined Defined contribution benefit (DKKm) plans plans Total Staff cost 35 2 37 Financial expenses - 3 3 Total costs recognised 35 5 40 Fair value of pension plan assets (DKKm) 2024 2023 Fair value at 1 January 82 81 Foreign exchange adjustment -1 4 Calculated interest 1 2 Return on plan assets in addition to calculated interest 1 1 Contributions to the plan 9 6 Benefits paid through pension assets -11 -12 Fair value at 31 December 81 82 Specification of pension plan assets (DKKm) 2024 2023 Insurance contract 81 82 Pension plan assets at 31 December 81 82 The expected contributions to the Group’s plans for 2024 are DKK 11 million and the expected average duration of the obligations is 8.5 years. Non-audit services provided by PwC Denmark to the Group amounted to DKK 2 million in 2024. This includes limited assurance on the 2024 sustainability statement, limited assurance on mergers and various tax advisory services and other advisory services. Non-audit services provided by PwC Denmark did not exceed 70% of the audit fees in accordance with the EU audit legislation. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ152 Notes 8.5 Related party transactions The Group’s related parties include the Group’s Board of Directors, Executive Board, and close family members of these persons. Related parties also include companies in which this circle of persons has significant interests. The Group has no related parties with control of the Group. Management remuneration is disclosed in note 8.1. The Group had no transactions with related parties in 2024 or 2023. The Group had no outstanding balances towards related parties at 31 December 2024 or 31 December 2023. 8.6 Commitments and contingent liabilities A contingent liability is a potential liability that may occur depending on the outcome of an uncertain future event. A contingent liability is recognised in the balance sheet if the contingency is probable and the amount of the liability can be reasonably estimated. The Group had commitments and contingent liabilities at 31 December 2024 of: Claims The Group is party to legal proceedings and inquiries from authorities when investigating various issues. The outcome of such is not expected to have a significant effect on profit for the year and assessment of the Group’s financial position. Charges and security The Group has provided bank guarantees to authorities and suppliers related to customs bond and rental agreements. As of 31 December 2024, all liabilities related to bank guarantees amounted to DKK 196 million (2023: DKK 158 million) whereof DKK 26 million (2023: DKK 31 million) is already recognised in the balance sheet or described in note 4.3. 8.7 Events after the reporting period Acquisitions closed early 2025 Two acquisitions closed early 2025. For further details, please refer to note 7.1 New facility agreement On 14 February 2025, NTG entered into a new facility agreement with a con- sortium of four banks. This facility includes a revolving credit facility amounting to DKK 750 million with a maturity of three years, and a term loan facility of DKK 1,200 million with a maturity of two years, both of which have an option to extend for two additional years. The loan has a variable interest rate linked to CIBOR. The agreement also features an uncommitted accordion option, allowing the company to increase the facility amount by up to DKK 1 billion. The facility agreement provides the capacity and flexibility to act on the Group's M&A ambi- tions and secures a reliable financing source for the years ahead. * The figures for 2023 have been updated to ensure comparability. Pledges No property, plant and equipment were pledged as security at either 31 Decem- ber 2024 or 31 December 2023. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ153 Notes 8.8 Group structure Ownership % by the ultimate Company Country parent company Parent NTG Nordic Transport Group A/S Denmark N/A Subsidiaries Nordic Transport Group A/S Denmark 100.0% NTG Road A/S Denmark 100.0% NTG Frigo A/S � Denmark 74.6% NTG Air & Ocean A/S � � Denmark 90.2% NTG Projects A/S � � Denmark 80.4% NTG Terminals I A/S � Denmark 82.6% NTG Terminals II A/S � Denmark 88.0% NTG Ocean International A/S � � Denmark 88.2% NTG Domestic A/S � Denmark 71.0% NTG Nielsen & Sørensen A/S � Denmark 90.2% NTG Neptun Transport A/S � Denmark 91.7% LGT Logistics A/S � Denmark 89.8% NTG Care A/S � Denmark 67.0% RTC Transport A/S � � Denmark 65.0% NTG Ocean Line A/S Denmark 100.0% NTG Road AB Sweden 100.0% NTG Domestics AB � Sweden 82.6% NTG Växjö AB � Sweden 96.2% NTG Services AB Sweden 100.0% Ownership % by the ultimate Company Country parent company NTG Air & Ocean AB � � Sweden 79.0% NTG Ebrex Sweden AB Sweden 100.0% LGT Base AB Sweden 100.0% LGT Logistics AB � Sweden 92.7% NTG Logistics AB � Sweden 77.5% NTG Continent Escrow Holding AB � Sweden 80.4% LGT Åkeri AB � Sweden 92.7% RTC Transport AB � � Sweden 65.0% NTG Air & Ocean GmbH Germany 100.0% NTG FTS GmbH Germany 100.0% NTG Road GmbH Germany 100.0% NTG Multimodal GmbH Germany 100.0% NTG Ebrex GmbH Germany 100.0% NTG Packaging Solutions GmbH Germany 100.0% S.A. Trucking GmbH Germany 89.8% NTG Supply Chain Solutions GmbH Germany 100.0% NTG Germany GmbH Germany 100.0% Schmalz+Schön Logistics GmbH Region Stuttgart Germany 100.0% Schmalz+Schön Eastcargo GmbH Germany 100.0% TEFRA Terminfracht GmbH Germany 100.0% TEFRA Travel Logistics GmbH Germany 51.0% Schmalz+Schön Logistics GmbH Region Bautzen Germany 100.0% Ownership % by the ultimate Company Country parent company Schmalz+Schön Logistics GmbH Germany 100.0% Schmalz+Schön Industrial Logistics GmbH Germany 100.0% Schmalz+Schön Logistics GmbH Region Berlin Germany 100.0% Schmalz+Schön Air & Sea GmbH Germany 100.0% SABLE Air & Sea Transport International GmbH Germany 75.0% AxsysNET AG Germany 75.1% Schmalz+Schön Services GmbH Germany 100.0% Schmalz+Schön Next Level GmbH Germany 100.0% NTG Road Oy Finland 100.0% NTG Air & Ocean Oy � � Finland 73.5% LGT Logistics Oy Finland 100.0% Sp/F Frakta Faroe Islands 100.0% NTG Eood Bulgaria 100.0% NTG Road EOOD Bulgaria 100.0% NTG Holding AG Switzerland 100.0% Gondrand International AG Switzerland 100.0% NTG Gondrand Customs AG Switzerland 100.0% NTG Road AG Switzerland 100.0% NTG Air & Ocean AG Switzerland 100.0% NTG Air & Ocean (Shanghai) Limited China 100.0% NTG Air & Ocean (Shenzhen) Limited China 100.0% NTG Air & Ocean s.r.o. Czech Republic 70.0% Schmalz+Schön Logistics s.r.o. Czech Republic 100.0% � � In respect of the Danish Financial Statements Act section 107, it is above designated which non-100% owned subsidiaries where Mathias Jensen-Vinstrup ( ) and Christian D. Jakobsen ( ) hold Board positions. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ154 Notes 8.8 Group structure – continued Ownership % by the ultimate Company Country parent company NTG Transport OÜ � Estonia 76.2% NTG Road, S.L. Spain 100.0% Go Trans SAS France 100.0% NTG Customs France SAS France 100.0% NTG Air & Ocean (Hong Kong) Limited Hong Kong 100.0% Neptune Logistics (Worldwide) Limited Hong Kong 100.0% Golden Ocean Line Limited Hong Kong 100.0% Freightzen Logistics (Hong Kong) Limited Hong Kong 60.0% NTG Gondrand Kft. Hungary 100.0% LGT Logistics SRL Italy 100.0% NTG Air & Ocean Japan Inc. � Japan 85.0% NTG Lithuania, UAB � Lithuania 63.0% UAB "NTG Logistics LT" Lithuania 63.0% NTG Latvia SIA Latvia 51.0% Freightzen Logistics (Malaysia) Sdn. Bhd. Malaysia 60.0% NTG Logistics B.V. � Netherlands 86.0% NTG Air & Ocean Netherlands B.V. � � Netherlands 85.5% NTG Road B.V. � Netherlands 74.0% Ebrex Packaging Solutions B.V. Netherlands 100.0% NTG Road Norway AS � Norway 82.0% NTG Air & Ocean AS � � Norway 90.0% NTG Road Sp. z o.o. Poland 100.0% NTG Air & Ocean Sp. z o.o. � � Poland 73.0% Ownership % by the ultimate Company Country parent company NTG Ebrex Polska Sp. z o.o. Poland 100.0% NTG Ebrex Transport Sp. z o.o. Poland 100.0% NTG Ebrex Logistics Sp. z o.o. Poland 100.0% NTG Logistics Sp. z o.o. Poland 100.0% NTG APAC Holding Pte. Ltd. � � Singapore 60.0% NTG Services, s.r.o. Slovakia 85.0% Freightzen Logistics Company Limited � � Thailand 60.0% NTG Uluslararası Lojistik A.Ş. Türkiye 100.0% NTG Air & Ocean A.Ş. Türkiye 100.0% Ebrex Logistics Tasimacilik ve Tic. Ltd. Sti. Türkiye 100.0% LLC "Nordic Transport Group Ukraine" Ukraine 100.0% NTG Road UK Limited � United Kingdom 80.5% NTG Air & Ocean (UK) Ltd � � United Kingdom 85.0% Ebrex Business Solutions Limited United Kingdom 100.0% NTG Ebrex UK Ltd � United Kingdom 88.5% NTG Air & Ocean USA, Inc. � � United States 99.8% NTG Air & Ocean, LLC United States 99.8% NTG Supply Chain Solutions LLC � � United States 77.3% NTG Air & Ocean Vietnam Company Limited Vietnam 51.0% Freightzen Logistics Vietnam Company Limited Vietnam 54.0% Associates DTG Verpackungslogistik GmbH Germany 49.0% � � In respect of the Danish Financial Statements Act section 107, it is above designated which non-100% owned subsidiaries where Mathias Jensen-Vinstrup ( ) and Christian D. Jakobsen ( ) hold Board positions. Financial Statementsꢀꢀ→ Consolidated financial statementsꢁꢁParent Company financial statementsꢁꢁManagement's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ155 Financial ratios Gross profit x 100 Gross margin = Net revenue Operating profit before special items x 100 Operating margin = Net revenue Operating profit before special items x 100 Conversion ratio = Gross profit Tax on profit for the year Effective tax rate = Profit before tax Return on invested Operating profit (EBIT) before speical items x 100 capital (ROIC) = Average invested capital before tax Profit for the year x 100 Return on equity = Average equity Equity at year end x 100 Solvency ratio = Total assets at year end Net interest-bearing debt Leverage ratio = Operating profit before amortisation and depreciation (EBITDA), before special items Profit attributable to shareholders in NTG Nordic Transport Group A/S Earnings per share = Average number of shares in circulation Profit attributable to shareholders in NTG Nordic Transport Group A/S Diluted earnings = per share Diluted average number of shares in circulation Definition of financial highlights Financial ratios and key figures are prepared in accordance with recommendations and guidelines issued by the Danish Society of Financial Analysts with the addition of other financial ratios deemed relevant for understanding the Group’s financial performance and situation. Environmental, social and governmental key figures and ratios are defined in NTG sustainability report 2024 to which reference is made. Key figures for financial position Net working capital Receivables and other current operating assets less trade paya- bles and other current operating liabilities Net interest-bearing debt Interest bearing debt less cash and cash equivalents Interest bearing debt less cash and cash equivalents Net interest-bearing debt less effects of lease liabilities recog- nised under IFRS 16 Invested capital NWC with the addition of property, plant and equipment, right-of-use assets, intangible assets including goodwill less long-term provisions, pensions and similar obligation. Net financial expenses Financial income less financial expenses Special items Comprise significant income and expenses of an exceptional na- ture relative to the Group’s ordinary operations or costs related to investment in future activities. See note 2.7 for additional details on items included Adjusted free cash flow Free cash flow adjusted for net acquisition, lease liability repay- ments and special items Non-controlling interests’ share of adj. EBIT Share of individual subsidiaries’ contribution to the Group’s adj. EBIT allocated to non-controlling interests for the given sub- sidiary calculated using ownership percentages at the balance sheet date. Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ165 Statement of the Board of Directors and the Executive Board The Board of Directors and Executive Board have considered and adopted the Annual Report of NTG Nordic Transport Group A/S for the financial year 1 January - 31 December 2024. Statements Act. This includes compliance with the European Sustainability Reporting Standards (ESRS) including that the process undertaken by Management to identify the reported information (the “Process”) is in accordance with the descrip- tion set out in the subsection "Description of the processes to identify and assess material impacts, risks and opportunities" in the "General" section of the Sustainability statement. Fur- thermore, disclosures in the subsection "EU taxonomy" in the "Environment" section of the Sustainability statement are, in all material respects, in accordance with Article 8 of EU Regulation 2020/852 (the “Taxonomy Regulation”). Hvidovre, 5 March 2025 Executive Board The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act, and the Parent Company Financial Statements have been prepared in accordance with the Danish Financial Statements Act. Management’s Review has been pre- pared in accordance with the Danish Financial Statements Act. Mathias Jensen-Vinstrup Group CEO Christian D. Jakobsen Group CFO In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position at 31 December 2024 of the Group and the Parent Company and of the results of the Group and Parent Company operations and consolidated cash flows for the financial year 1 January - 31 December 2024. The year 2024 marks the initial implementation of paragraph 99a of the Danish Financial Statements Act concerning compli- ance with the ESRS. As such, more clear guidance and practice are anticipated in various areas, which are expected to be issued in the coming years. Furthermore, the sustainability state- ment includes forward-looking statements based on disclosed assumptions about events that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since anticipated events frequently do not occur as expected. Board of Directors Eivind Kolding Chairman Jørgen Hansen Finn Skovbo Pedersen Karen-Marie Katholm In our opinion, Management’s Review includes a true and fair account of the development in the operations and financial circumstances of the Group and the Parent Company, of the results for the year and of the financial position of the Group and the Parent Company as well as a description of the most significant risks and elements of uncertainty facing the Group and the Parent Company. Deputy chairman In our opinion, the Annual Report of NTG Nordic Transport Group A/S for the financial year 1 January to 31 December 2024 with the file name NTG-2024-12-31-en.zip is prepared, in all material respects, in compliance with the ESEF Regulation. Carsten Krogsgaard Thomsen Jesper Præstensgaard Additionally, the Sustainability statement, which is part of Management review, has been prepared, in all material respects, in accordance with paragraph 99a of the Danish Financial Louise Knauer We recommend that the Annual Report be adopted at the Annual General Meeting. Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ166 Independent Auditor’s Reports To the shareholders of NTG Nordic Transport Group A/S Independence Report on the audit of the Financial Statements What we have audited We are independent of the Group in accordance with the Inter- national 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 accord- ance with these requirements and the IESBA Code. The Consolidated Financial Statements (pp. 119-154) and the Parent Company Financial Statements (pp. 156-163) of NTG Nordic Transport Group A/S for the financial year 1 January to 31 December 2024 comprise income statement, balance sheet, statement of changes in equity and notes, including material accounting policy information for the Group as well as for the Parent Company and statement of comprehensive income and cash flow statement for the Group. Collectively referred to as the “Financial Statements”. In our opinion, the Consolidated Financial Statements give a true and fair view of the Group’s financial position at 31 Decem- ber 2024 and of the results of the Group’s operations and cash flows for the financial year 1 January to 31 December 2024 in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. To the best of our knowledge and belief, prohibited non-au- dit services referred to in Article 5(1) of Regulation (EU) No 537/2014 were not provided. Moreover, in our opinion, the Parent Company Financial Statements give a true and fair view of the Parent Company’s financial position at 31 December 2024 and of the results of the Parent Company’s operations for the financial year 1 January to 31 December 2024 in accordance with the Danish Financial Statements Act. Basis for opinion Appointment We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those stand- ards and requirements are further described in the Auditor’s responsibilities for the audit of the Financial Statements section of our report. We were first appointed auditors of NTG Nordic Transport Group A/S on 16 April 2020 for the financial year 2020. We have been reappointed annually by shareholder resolution for a total period of uninterrupted engagement of five years including the financial year 2024. Our opinion is consistent with our Auditor’s Long-form Report to the Audit Committee and the Board of Directors. We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our opinion. Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ167 Key audit matters Key audit matter Key audit matters are those matters that, in our profession- al judgement, were of most significance in our audit of the Financial Statements for 2024. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Accrued revenue and accrued cost of services How our audit addressed the key audit matter The Group’s revenue consists primarily of services, i.e. transportation of goods between destinations, which by nature is rendered over a period of time. The determination of timing of revenue recognition is dependent on the application of the Group’s accounting policies and terms in customer contracts. We performed risk assessment procedures in order to obtain an understanding of IT systems, business processes and relevant controls regarding revenue and accrued costs. For the controls, we assessed whether they were designed and implemented to effectively address the risk of material misstatement. The process of accruing for services rendered around the balance sheet date is complex and dependent on IT controls in certain operational IT systems due to a substantial number of transactions. Moreover, in the Air & Ocean division, a higher estimation uncertainty exists regarding recognising revenue in the right period at year end due to the services being rendered over a lengthier period of time. Our audit procedures included considering the appropriateness of the accounting policies for revenue recognition applied by Management and assessing compliance with IFRS. For accrued revenue and accrued cost of services, we tested input data over Management’s run-off analysis to evaluate the precision in the estimates made. We focused on this area because, at year end, accrued revenue and accrued cost of services involve significant accounting estimates which are complex by nature and which rely on methods and data applied and assumptions determined by Management. We also selected a sample of transactions at year end and traced these to underlying evidence, including proof of delivery, to determine whether revenue and the related costs are recognised in the right period. In addition, we applied data analysis in our testing of revenue transactions in order to identify and assess transactions outside the ordinary transaction flow. Reference is made to notes 2.1 and 2.2 to the Consolidated Financial Statements, and note 1 of the Parent Company Financial Statements. Business combinations During the year, the Group completed four business combinations with a total purchase price of DKK 502 million, of which the most significant was the acquisitions of Schmalz+Schön Logistics GmbH Region Stuttgart. Our audit procedures included assessing the appropriateness of the accounting policies for business combinations applied by Management and assessing compliance with IFRS. Accounting for business combinations is complex and subject to significant estimates, including the identification and valuation of assets, liabilities, and contingent consideration. In order to determine the fair value of the separately identified assets and liabilities in a business combination, valuation methodologies are applied which require input based on assumptions about the future. These assumptions comprise e.g. future cash flow forecasts based on expected market developments and discount rates. We performed audit procedures related to the opening balance sheets of the acquired businesses. Furthermore, we reconciled the purchase price to the Share Purchase Agreements and to the transferred cash considerations. We involved our valuation specialist in the assessment of the valuation methodologies and discount rates applied by Management in their fair value assessments of the purchase consideration and acquired assets and liabilities. We focused on this area because of the significance to the Consolidated Financial Statements, the inherent complexity and high degree of estimation in the accounting for acquisitions. Our focus of the area was on the acquisition of Schmalz+Schön Logistics GmbH Region Stuttgart. Furthermore, we challenged Management’s significant assumptions used to determine the fair value of the acquired assets and liabilities in the business acquisition. Finally, we assessed the adequacy of disclosures relating to the business combinations. Reference is made to note 7.1 to the Consolidated Financial Statements. Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ168 Statement on Management’s Review Management is responsible for Management’s Review (pp. 2-118 and p. 155). give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a ma- terial misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Our opinion on the Financial Statements does not cover Man- agement’s Review, and we do not as part of the audit express any form of assurance conclusion thereon. In preparing the Financial Statements, Management is responsi- ble 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 unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so. · 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. In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsist- ent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclo- sures made by Management. Moreover, we considered whether Management’s Review includes the disclosures required by the Danish Financial State- ments Act. This does not include the requirements in paragraph 99 a related to the sustainability statement covered by the sepa- rate auditor’s limited assurance report hereon. 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 audi- tor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit con- ducted 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 deci- sions of users taken on the basis of these Financial Statements. · Conclude on the appropriateness of Management’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 uncertain- ty 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. Based on the work we have performed, in our view, Manage- ment’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, except for the requirements in paragraph 99 a related to the sustainability statement, cf. above. We did not identify any material misstatement in Management’s Review. 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: Management’s responsibilities for the Financial Statements Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act and for the preparation of parent company financial statements that · Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transac- tions and events in a manner that gives a true and fair view. · 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 Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ169 · Plan and perform the group audit to obtain sufficient appro- priate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. the Commission Delegated Regulation (EU) 2019/815 on the Eu- ropean 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. · 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 Con- solidated Financial Statements including notes; Management is responsible for preparing an annual report that complies with the ESEF Regulation. This responsibility includes: · 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; 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 deficien- cies in internal control that we identify during our audit. · 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 informa- tion required to be tagged using judgement where necessary; · Evaluating the use of anchoring of extension elements to elements in the ESEF taxonomy; and We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regard- ing independence, and to communicate with them all relation- ships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied. · Reconciling the iXBRL tagged data with the audited Consoli- dated Financial Statements. · Ensuring consistency between iXBRL tagged data and the Consolidated Financial Statements presented in human-read- able format; and In our opinion, the annual report of NTG Nordic Transport Group A/S for the financial year 1 January to 31 December 2024 with the file name NTG-2024-12-31-en.zip is prepared, in all material respects, in compliance with the ESEF Regulation. From the matters communicated with those charged with governance, we determine those matters that were of most sig- nificance 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. · For such internal control as Management determines nec- essary 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 compli- ance 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 ma- terial departures from the requirements set out in the ESEF Reg- ulation, whether due to fraud or error. The procedures include: Hellerup, 5 March 2025 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR no 33 77 12 31 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 NTG Nordic Transport Group A/S for the financial year 1 January to 31 December 2024 with the filename NTG-2024-12- 31-en.zip is prepared, in all material respects, in compliance with Tue Stensgård Sørensen State Authorised Public Accountant mne32200 Jacob Brinch State Authorised Public Accountant mne35447 · Testing whether the annual report is prepared in XHTML format; Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ170 Independent auditor’s limited assurance report on the Sustainability Statement To the Stakeholders of NTG Nordic Transport Group A/S Limited assurance conclusion Basis for conclusion have also fulfilled our other ethical responsibilities in accord- ance with these requirements and the IESBA Code. We have conducted a limited assurance engagement on the sus- tainability statement of NTG Nordic Transport Group A/S (the “Group”) included in the Management review (the “Sustainabil- ity Statement”), pages 44-118, for the financial year 1 January – 31 December 2024. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information (“ISAE 3000 (Revised)”) and the additional requirements applicable in Denmark. Our firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.ꢁ Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Sustainability Statement is not prepared, in all material respects, in accordance with the Danish Financial Statements Act paragraph 99 a, including: The procedures in a limited assurance engagement vary in na- ture and timing from, and are less in extent than for, a reasona- ble assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Management’s responsibilities for the Sustainability Statement Management is responsible for designing and implementing a process to identify the information reported in the Sustainabil- ity Statement in accordance with the ESRS and for disclosing this Process as included in the section titled “Description of the processes to identify and assess material impacts, risks and opportunities”, page 57. This responsibility includes: · compliance with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the management to identify the information reported in the Sustainability Statement (the “Process”) is in accordance with the description set out in the section titled “Description of the processes to identify and assess material impacts, risks and opportunities”, page 57; and We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our responsi- bilities under this standard are further described in the Auditor’s responsibilities for the assurance engagement section of our report. · understanding the context in which the Group’s activities and business relationships take place and developing an under- standing of its affected stakeholders; Our independence and quality management · compliance of the disclosures in the section “EU taxonomy”, pages 79-88, with Article 8 of EU Regulation 2020/852 (the “Taxonomy Regulation”). We are independent of the Group in accordance with the Inter- national Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark. We · the identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ171 expected to affect, the Group’s financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term; that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since antici- pated events frequently do not occur as expected. Our other responsibilities in respect of the Sustainability State- ment include: · Identifying where material misstatements are likely to arise, whether due to fraud or error; and · the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and Auditor’s responsibilities for the assurance engagement Our responsibility is to plan and perform the assurance engage- ment to obtain limited assurance about whether the Sustainabil- ity Statement is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre- gate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability Statement as a whole. · Designing and performing procedures responsive to disclo- sures in the Sustainability Statement where material misstate- ments are likely to arise. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. · making assumptions that are reasonable in the circumstances. Management is further responsible for the preparation of the Sustainability Statement, which includes the information iden- tified by the Process, in accordance with the Danish Financial Statements Act paragraph 99 a, including: Summary of the work performed · compliance with the ESRS; A limited assurance engagement involves performing proce- dures to obtain evidence about the Sustainability Statement. The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclo- sures where material misstatements are likely to arise, whether due to fraud or error, in the Sustainability Statement. As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional scepticism throughout the engagement. · preparing the disclosures as included in the section “EU taxonomy”, pages 79-88, in compliance with Article 8 of the Taxonomy Regulation; Our responsibilities in respect of the Process include: · designing, implementing and maintaining such internal control that management determines is necessary to enable the preparation of the Sustainability Statement that is free from material misstatement, whether due to fraud or error; and · Obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process; In conducting our limited assurance engagement, with respect to the Process, we: · Obtained an understanding of the Process by performing inquiries to understand the sources of the information used by management; and reviewing the Group’s internal documenta- tion of its Process; and · the selection and application of appropriate sustainability re- porting methods and making assumptions and estimates that are reasonable in the circumstances. · Considering whether the information identified addresses the applicable disclosure requirements of the ESRS; and · Designing and performing procedures to evaluate whether the Process is consistent with the Group’s description of its Process, as disclosed in the section titled “Description of the processes to identify and assess material impacts, risks and opportunities”, page 57. Inherent limitations in preparing the Sustainability Statement In reporting forward-looking information in accordance with ESRS, management is required to prepare the forward-looking information on the basis of disclosed assumptions about events · Evaluated whether the evidence obtained from our proce- dures about the Process implemented by the Group was consistent with the description of the Process set out in the section titled “Description of the processes to identify and assess material impacts, risks and opportunities”, page 57. Financial StatementsꢀꢀConsolidated financial statementsꢁꢁParent Company financial statementsꢁꢁ→ Management's statement, auditor's reports, and glossary NTGꢀAnnual Report 2024ꢀ•ꢀ172 In conducting our limited assurance engagement, with respect to the Sustainability Statement, we: · Evaluated the methods, assumptions and data for developing estimates and forward-looking information; and · Obtained an understanding of the Group’s reporting process- es relevant to the preparation of its Sustainability State- ment, including the consolidation processes, by obtaining an understanding of the Group’s control environment, processes and information systems relevant to the preparation of the Sustainability Statement but not evaluating the design of particular control activities, obtaining evidence about their implementation or testing their operating effectiveness; · Obtained an understanding of the Group’s process to identify taxonomy-eligible and taxonomy-aligned economic activi- ties and the corresponding disclosures in the Sustainability Statement. Other matter The comparative information included in the Sustainability Statement was not subject to an assurance engagement. Our conclusion is not modified in respect of this limitation of scope. · Evaluated whether the information identified by the Process is included in the Sustainability Statement; · Evaluated whether the structure and the presentation of the Sustainability Statement are in accordance with the ESRS; Hellerup, 5 March 2025 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR no 33 77 12 31 · Performed inquiries of relevant personnel and analytical procedures on selected information in the Sustainability State- ment; Tue Stensgård Sørensen State Authorised Public Accountant mne32200 Jacob Brinch · Performed substantive assurance procedures on selected information in the Sustainability Statement; State Authorised Public Accountant mne35447 · Where applicable, compared disclosures in the Sustainability Statement with the corresponding disclosures in the Financial Statements and the Management review; NTG Nordic Transport Group A/S Hammerholmen 47 DK-2650 Hvidovre Denmark Phone: +45 7634 0900 www.ntg.com Published 5 March 2025. Business Reg. (CVR) no. 12546106