New Sources Energy N : 240426 NSE ANNUAL REPORT 2023

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Annual report 2023

UNAUDITED

ENERGISING THE FUTURE

Apollolaan 151 1077AR Amsterdam the Netherlands www.newsourcesenergy.com

26 April 2024

This report contains 62 pages

• 2024 New Energy Sources N.V., a Dutch publicly listed company on Euronext Amsterdam. All rights reserved.

Document classification: FINAL

Contents

Annual report for the year ended 31 December 2023

Management report	2
Chairman's report	13
Directors' renumeration report	14
Directors' statement	15
Financial statements
Consolidated financial statements	18
Consolidated statement of financial position as at 31 December 2023	19
Consolidated statement of profit or loss for the year 2023	20
Consolidated statement of changes in equity for the year 2023	21
Consolidated statement of cash flows for the year 2023	22
Notes to the consolidated financial statements for the year 2023	23
Separate financial statements	47
Separate statement of financial position as at 31 December 2023	48
Separate statement of profit and lossfor the year 2023	49
Notes to the separate financial statementsfor the year 2023	50
Other information	58
Financial audit	58

New Sources Energy N.V.

Annual report 2023

Dear shareholder,

Herewith we present New Sources Energy N.V.'s annual report 2023.

After a thorough reorganisation during the financial year of 2023, we are now in position for initiating new business activities in 2024.

New Sources Energy N.V. has a climate mission and is the only listed company on the Euronext Amsterdam exclusively focussing on investing in energy transition assets.

We are optimistic about the rich deal environment being presented by the global energy transition towards net-zero. Specifically, the set of energy transition opportunities in the Netherlands looks ever more compelling. NSE's team and its partners have a broad and deep engagement with high-quality leaders in industry and at the technical universities and have calibrated their focus on real businesses providing scalable renewable energy solutions.

Our investment team focuses on high growth companies, prioritising companies which, besides positive climate impact, foster both cash flow as well as long term growth potential. In 2024 we will make our best efforts to engage with these investment opportunities and conclude transactions to acquire valuable energy transition assets in order to position ourselves on a path of growth.

Drs L.A. Vereecken BSc.MSc.RA CFE

Chief Executive Officer

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Management report

The management of New Sources Energy N.V. (NSE or the Company) hereby presents its management report for the financial year ended on 31 December 2023.

General information

• New Sources Energy N.V. is a Dutch public limited liability company incorporated in the Netherlands on 26 October 1978. The Company is registered in the Trade Register of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 33154205 and has its statutory seat in Amsterdam.
• New Sources Energy N.V. is publicly listed on Euronext Amsterdam (NSE.AMS).
• During 2023 the organisation was thoroughly reorganised. All past business activities and business relationships were ended in order to start again as a clean slate investment company.
• The company's statutory objective is to invest in and develop, operate and manage sustainable energy projects in the broadest sense of the word and to establish and acquire, participate in, cooperate with and manage, as well as to finance or cause the financing of other companies, in any legal form whatsoever.
• NSE's mission statement is to accelerate the global energy transition towards net-zero by investing in scalable renewable energy assets.
• NSE's strategic investment focus is to acquire and develop renewable energy assets that are impact & value drivers in the global energy transition towards decarbonisation.
• NSE's goal is to become a leading renewable asset owner.
• NSE has two wholly owned subsidiaries: New Green Investments B.V. and Energy Synergie B.V. Both Dutch limited liability companies are ultimately controlled by the Company and have been dormant during the financial year of 2023.
• NSE has a one-tier management structure, consisting of 3 non-executive directors and 1 executive director.
• During 2023 NSE had no staff or personnel and engaged board members and external advisors on a consultancy fee basis.
• NSE has the option to issue preference shares in special situations, such as that of a hostile takeover.
• NSE focuses on investments in energy transition assets and technologies that produce or support the production of green electrons and green molecules. "Green electrons" produce electricity from non- emitting sources, largely wind and solar. "Green molecules" store energy for future use, akin to how hydrocarbons stored in oil, gas and coal operate today, and include hydrogen and synthetic fuels, which are essential for several heavy industries and fields like shipping and aviation for the foreseeable future. Geographically NSE focuses on in investment is the EU and specifically the Netherlands.

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Financial information

• During 2023 the Company did not have activities and generated no revenues.
• During 2023 the Company did not have fixed assets or intellectual property rights.
• There are no significant events after the balance sheet date.
• During 2023 the shareholders' equity increased with € 286 thousand to € 92 thousand. The company's working capital grew with € 207 thousand to the same € 92 thousand, since there were no bonds or subordinated loans outstanding.
• The negative result after taxes for the financial year of 2023 amounted to € 418 thousand and was added to the negative other reserves.
• At the year-end of 2023, the total accumulated losses had amassed to € 1.614 thousand. Considerable tax loss carry forward exist that have not been valued.
• NSE is reporting as an investment entity under IFRS. Its two wholly owned subsidiaries both have been valued at nil.

Significant risks and uncertainties

• The Board is responsible for maintaining effective risk management and regularly reviews the Company's internal financial, compliance and operational processes and controls to ensure these are operating properly and will make recommendations as appropriate. The Company's risk management objectives and policies have been reviewed to take account of the Company's current situation and activities and ensure that appropriate risk mitigation measures are implemented to avoid or mitigate risks whilst facilitating the Company's strategic and commercial objectives. In the year ended 31 December 2023, no material issues have been identified in the Company's risk management policies and controls.
• In accordance with Best Practice Provision 1.4.3. of the Dutch Corporate Governance Code (the "Code"), the Company's Board of Directors is of the opinion that to the best of its knowledge:
• • the annual report provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems;
  • the aforementioned systems provide reasonable assurance that the financial reporting does not contain any material inaccuracies;
  • based on the current state of affairs of the Company, it is justified that the financial reporting is prepared on a going concern basis; and
  • the annual report states those material risks and uncertainties that are relevant to the expectation of the Company's continuity for the period of twelve months after the preparation of the annual report.
• Below is a summary of key risk that, alone or in combination with other events or circumstances could have a material adverse effect on the Company's business, financial condition, result of operations and prospects. In making the selection, the Company has considered circumstances such as the probability of the risk materialising, the potential impact which the materialisation of the risk could have on the

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Company's business, financial condition and prospects, and the attention that management would, on the basis of current expectations, have to devote to these risks if they were to materialise.

• Although the Company believes that the risk and uncertainties described below are the material risks and uncertainties concerning the Company, they are not the only risks and uncertainties relating to the Company. Other risks, events, facts, facts or circumstances not presently known to the Company, or that the Company currently deems to be immaterial could, individually or cumulatively, prove to be important and may have a signific ant negative impact on the Company's business, financial conditions, results of operations and prospects.
• The following strategic risks are identified by the Company, including its measures:
• • The risk of not completing an acquisition or investment transaction. The Company has identified more than 10 investment opportunities and has engaged in detailed discussions / negotiations with several of these parties The Company believes that it is possible to enter into one or more transactions with these parties in 2024.
  • The risk of not finding sufficient suitable investment partners may materially negatively impact the Company's operations and profitability. The Company has identified renewable energy investment partners and believes that the Company's investment and business objectives, both financial as non-financial, are aligned with these partners so that creating long-term shareholder value in collaboration is reasonable assured.
• The following operational risks are identified by the Company, including its measures:
• • The risk of being dependent on a small group of individuals. The Company has a one-tier board, which comprises of highly experience professionals with complementary skillsets and expertise. All of the directors have a duty to the Company to properly perform the duties assigned to each member and to act in the Company's corporate interest. This is further mitigated by comprehensive corporate governance procedures and controls. In case operations increase management will revisit its governance structure to ensure that this remains appropriate in the circumstance.
  • The risk of starting up new operations. As a result of its reorganisation, NSE has created a clean slate and a fresh start, however there are no operations yet. Neither does it have a track record as an investment company in renewable energy assets to look back upon. The Company has skilled directors who are seasoned entrepreneurs, with vast networks of investors and advisors, who have a deep and broad reach in the international technical universities as well as the international business community. The risk is further mitigated by collaborating and co-investing with reputable renewable energy investors.
  • The risk of occupational fraud. Occupational or internal organisational fraud occurs when an employee, manager or executive of an organization deceives the Company, i.e. embezzlement, cheating on taxes, and misrepresenting information to investors and shareholders. NSE has implemented as part of its fraud risk assessment, internal controls both at organisational and process level, such as codes of conduct, whistleblowing procedures, and third-party due diligence to mitigate the risks, and follow-up of recommendations for remedial actions. Increasingly, technology threatens organizations such as cybercrime, hacking and as a potential consequence unauthorised access to data, theft of intellectual property or damages to the system. As part of the new IT systems the Company is implementing a Zero Trust model, continuous employee training, regular security audits, and effective response plans for breaches.
• The following financial and legal risks are identified by the Company, including its measures:

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• The risk of not having sufficient budget. The Company's expenses for the period to date have been low and are not expected to substantially exceed the budgeted expenses before the first investment transaction has been realised. The directors and its partners have been willing to convert their fees into shares stressing their commitment to be invested in the future of the Company. The Company also has the ability to place convertible bonds or emit shares to raise additional capital in the event that the budget is substantially exceeded. As part of future transactions financing will be secured separately.
• The risk of not being in compliance with EU laws and IFRS. Although this report follows IFRS, NSE's financial accounts of 2023 have not been audited by an external auditor. Ever since 2017 the Company has failed to have its annual financial accounts audited by an external auditor. As a direct consequence, Euronext gave formal notice to NSE it could lose its listing at the Euronext Amsterdam in 2024. On 14 December 2023 the Company appointed KPMG Accountants N.V. to audit the financial accounts of 2024 and therewith safeguarded its listing at the Euronext Amsterdam.
• The risk of not being in compliance with other laws and regulations. The Company is obliged to comply with all other Dutch and EU legislation, including MAR and the Dutch Corporate Governance Code. The Company has implemented robust policies and procedures and works closely with its experienced legal and financial advisors to ensure compliance of all applicable laws and regulations.
• The risk of third-partyclaims. The Company is not party to any claims by third parties but maybe in the future. There are no substantiated third-party claims, and the Company does not currently expect any such claims in the near future given its recent past and the current status of not having activities. In the event of a claim, the Company would engage its external legal counsel to provide legal support.

Financial performance indicators

• The Company presents the following relevant financial indicators for 2023:

−	Working Capital (current assets -/- current liabilities)	=	€ 92 thousand
−	Current ratio (current assets / current liabilities)	=	3,1
−	Debt to equity ratio (total liabilities / shareholder equity)	=	0,2

Other financial performance indicators are deemed not to be relevant since the Company had no operations and did not generate revenues in 2023.

Personnel-related information

• Although NSE does not currently have any personnel, the Company recognises the benefits of having a diverse board and workforce as an important element in maintaining a competitive advantage and strives to meet a balanced male/female ratio. NSE's diversity policy includes, and makes use of, differences in the background, gender, geographical and industry experience, skills and other distinctions between people. All appointments are made on merit, in the context of the diversity, experience, independence, knowledge and skills the Company as a whole requires to be effective.

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Information regarding financial instruments

• At NSE's Annual General Meeting of Shareholders (the "AGM") on 17 January 2023 the AGM agreed to two financial instruments:
• • Convertible bonds - The placement and conversion of one or more convertible bonds for a total of € 1,2 million for strengthening the Company's working capital and to realise its investment plans. During 2023 three convertible bonds have been issued and converted for in total € 150 thousand. At 31 December 2023 there were no convertible bonds outstanding.
  • Warrants - The granting of 24 million unlisted warrants issuable until 17 July 2024, i.e. latest 18 months after approval by the AGM. At 31 December 2023 no warrants had been issued.

Information regarding social aspects of the business

• NSE is considering B Corporation (or "B Corp") certification in 2025. A certified B Corp is a for-profit cooperation certified by non-profit B Lab for its social impact. A certified B Corp is a company that has voluntarily met the highest standards for social and environmental performance. These standards are intentionally set high and are meant to recognize leading companies. The standards are developed independently and cover a company's impact in key areas, including governance, workers, community, environment, and customers. There are over 6 thousand certified B Corps in 80 countries across 153 different industries.
• Unlike the traditional corporation that gives priority only to financial profitability, B Corps actually look at the triple bottom line and use the power of business to address social and environmental problems.
• In 2025 NSE will assess and make the final decision for the B Corp status, because the amount of time to complete the certification process hinges heavily on the Company already having the automated information system in place to measure its social and environmental impact. It is expected that the Company will be sufficient prepared for this additional certification work.

Corporate governance statement

• NSE has implemented the Dutch Corporate Governance Code and endorses its principles. Any substantial change in the Company's corporate governance structure and compliance with the Code will be submitted to the AGM of Shareholders for discussion under a separate agenda item.
• NSE is committed to integrity, maintaining high standards of corporate governance to underpin the Company's values and enable delivery of shareholder value. To support this, policies and procedures have been adopted to ensure fair and responsible practices are consistently adopted and any possible breaches or issues may be navigated in the best interests of the Company and its shareholders. The board recognises that these policies and procedures and policies need to be regularly reviewed, and as appropriate, updated. The policies and procedures currently in place will be published on the Company's soon to be released new website and include a Code of Conduct, Board Rules, Audit Committee Rules, Whistleblowing Policy, Diversity Policy, Insider Trading Policy, Related Party Transactions Policy, Renumeration Policy and Bilateral Contact Policy.

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Deviations from the Dutch Corporate Governance Code

• Given NSE's current size, the fact there are not yet any activities but also from a cost consideration point of view, the Company intends to tailor its compliance with the Code to the situation after the investments have been made and will, until such time, not comply with a number of the best practise provisions. The current deviations from the Code provisions relating to the board and its committees are summarised below.
• • External Auditor- The Company did not yet have an external auditor in 2023.
  • Internal Audit Committee- The Company has not yet appointed an (internal) audit committee.
  • Other Committees- The Company has not yet appointed an investment committee, a disclosure committee, or a renumeration committee.
  • Secretary to the Board- No secretary to the board has been appointed. Until the Company has made its first investments, the board has no need for a secretary to the board given the Company's limited activities.

General details of the board of directors

• NSE maintains a one-tier board which is composed of executive directors and non-executive directors. The board currently consists of one executive director and three non-executive directors. All directors reside in the Netherlands. Mrs. Annemieke Dirkes qualifies as independent in accordance with the Code. Directors are appointed for a period of four years. At year-end the board of directors consist of the following members:

−	Mrs. A.M. Dirkes	-	Non-executive director
−	Mr J.D. Kleyn	-	Non-executive director (Chairman)
−	Mr. A.M. Mirck	-	Non-executive director
− Drs L.A. Vereecken RA	-	Executive director (CEO)

• As a result of the Company's diversity policy the non-executive board currently consists of 1 female and 2 male directors. Although the Company has no employees, it has a diversity policy in place for its future employees ensuring a culture in which every employee feels valued and respected, ensuring equal opportunities for employees regardless of identity and facilitating diversity in employee progres- sion to the top of the organisation.
• The executive director(s) manage the Company in consultation with the non-executive directors. The executive director(s) account for its actions to the non-executive directors and to the AGM. The non- executive directors supervise the general affairs of the Company and the policy of the executive director(s). In discharging their duties, the directors are guided by the Company's interest. The executive director(s) shall provide the non-executive director in good time with the information and documents necessary for the performance of its duties. The directors are appointed by the AGM.
• In accordance with the Articles of Association ("Articles"), the Board has adopted rules governing the board's principles and best practices, describing the duties, tasks, composition, procedures and decision making of the board as well as the supervising duties of the non-executive directors.

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• Resolutions of the board are adopted by unanimous vote where possible. Where this is not possible, resolutions of the board are adopted by a majority vote of the directors present or represented. Resolutions can only be adopted if at least half of the directors are present or represented. Each director has one vote. In case of a tie of votes, if the board regulations allow, the chairman decides.
• In general, the board meets monthly. Meetings are chaired from and take place in Amsterdam or such other place in the Netherlands as the directors agree. Insofar as practicable, directors attend board meetings in person. Those directors who are unable to join in person participate virtually by means of video or teleconferencing.
• The Articles provide that one executive director will be appointed by the AGM upon the binding nomination of the board. The AGM can reject the nomination by majority representing at least two- thirds of the votes cast on the common shares, representing more than half of the issued capital of the Company. If the nomination is rejected with the requisite majority, the Board will make a binding nomination of a different person. If the nomination is not rejected with the requisite majority, the person nominated will be appointed.
• The Articles provide that a director may be suspended or dismissed by the corporate body that appointed such director at any time. A resolution of the AGM to suspend or remove the executive director it appointed other than pursuant to a proposal by the board requires a majority representing at least two-thirds of the votes cast on the common Shares, representing more than half of the issued capital of the Company.
• In 2023 New Sources Energy had no vacancies for an (internal) audit committee, a disclosure committee, a renumeration committee, an investment committee, or a company secretary.

Personal details of the board of directors

• Mrs. A.M. Dirkes
  Independent Non-Executive Director (1961, Dutch national)
  Annemieke embarked on her professional journey with managing software companies. After which she became an entrepreneur, serving as an independent consultant and advisor specialising in executive search for c-suite positions, catering to diverse sectors. Annemieke is a versatile entrepreneur, proficient moderator, and popular speaker. With her experience and background, she is frequently asked to act as a boardroom consultant and advisor. Annemieke studied law in the Netherlands and has worked in the EU, the USA, the Middle-East and Asia.
• Mr J.D. Kleyn
  Chairman, Non-Executive Director (1949, Dutch national)
  Johan is a major shareholder and a leading specialist in public and private takeovers, both in negotiated and contested transactions, corporate litigation and boardroom counselling, and has been the leading counsel in a number of well-known takeover battles. He advised more than 20 IPOs and gained a reputation as an experienced (anti-)takeover expert. Mr. Kleyn studied law in Utrecht, London and New York. He is a member of the Amsterdam Bar and practises law in Amsterdam. He is one of the co-founding partners of Allen & Overy Amsterdam and of Jones Day Amsterdam. Currently he is senior counsel at GreenbergTraurig Amsterdam. He is a trusted advisor for investors in the sustainable sector and he is a board member of listed and non-listed companies. He has worked in the EU, the USA and Asia.
• Mr. A.M. Mirck
  Non-Executive Director (1955, Dutch national)
  André is the ex-CEO and a major shareholder of NSE. He is founder of Foto Factotum and acted as supervisory board member of Real Time Company. He was chairman of both the board of directors

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