Condensed Annual Report 2016

Transcription

1 Condensed Annual Report 2016 of Marenave Schiffahrts AG M Translation from German In case of any conflict between the English and the German texts, the German text shall prevail. Important note This is only a condensed English version of full German report. Authentic full German version which in any case shall prevail can be found at:

2

3 Marenave AG Annual Report 2016 Contents Contents Introduction Preface Vital Statistics in Brief The fleet at a glance Consolidated Financial Statements Consolidated statement of financial position (Balance Sheet) Consolidated statement of comprehensive income Consolidated Statement of Cash Flows Segment reporting Responsibility Statement Independent Auditors Report Annual Financial Statements Balance sheet Income statement Responsibility Statement Independent Auditors Report Corporate Governance Report of the Supervisory Board Declaration of Compliance in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz; AktG) Publication Details 3

4 Introduction Preface Marenave AG Annual Report 2016 Bernd Raddatz Chief Executive Officer, Marenave Schiffahrts AG Dear Shareholders, We hereby present you with the Annual Report Without wishing to spoil your enjoyment of the annual and consolidated financial statements inside, I do not want to withhold from you my assessment that the financial statements or at least the purely quantitative parts are at best of limited information value. This is because they necessarily present the figures as of the balance sheet date, 31 December As you know, those figures were marked by a situation of severe overindebtedness, both at group level and separately at parent company level. Following the financial restructuring which has been successfully completed in the meantime, and which most importantly permitted a discharge from liability, the Group now finds itself in a whole new world. The earlier figures therefore have no information value or indicative character for the time since the liability discharge took effect. In other words, it does not matter whether the negative consolidated equity as of the year-end 2016 was EUR 32 million (as actually stated) or whether it had been, for example, EUR 20 million higher or lower; that would have made no difference to the figures after the liability discharge. However, the latter figures which will be marked by a small positive equity amount will only show through for the first time in the financial statements as of 31 December This Annual Report 2016 thus serves one main purpose that of reckoning up with the past. But that is worthwhile in itself, as it lays the necessary groundwork for tackling the future. After various tests of your patience during the multi-year restructuring process, the starting signal for the future was delayed once again even after the liability discharge. What we are referring to here is the process publicly characterized, I believe inaccurately, as a power struggle of individual stakeholders exercising their interests. This also led among other things to the replacement of the Company s entire boards at the Annual General Meeting on 15 September 2017, which is why I have the pleasure of addressing you here and in the future as CEO. That process, too, was evidently necessary to the shared goal of enabling Marenave AG to make a financial fresh start. It has been beyond dispute from the outset that this would require a strategic maritime partner. In Ernst Russ AG, we now have such a potential strategic partner that has already proven the seriousness of its intentions and, as a major shareholder, is better placed to translate those intentions into action than prospective investors who do not yet hold an interest in the Company. You may rest assured that both the Supervisory Board and the Executive Board will keep an eye here on the legitimate interests of all shareholders. Among other things, this will require an open exchange of ideas between all parties. We have a first formal opportunity for such exchange on 29 January As well as being the publication date for this Annual Report, that is also the day of the calling of our Annual General Meeting. The AGM, too, will partly be about reckoning up with the past, although I hope that 4

5 Marenave AG Annual Report 2016 Introduction Preface this year s meeting can bring that process to a conclusion. I will not yet be able to submit a formal, signature-ready plan for the future to you by late January Certainly, though, I will be able to chart out my main strategic direction, and doubtless also to present you with conceivable alternative solutions. Your feedback on those will go into all further planning and steps ahead. As before, the intention is not to simply use up the available financial resources in the next two years. Instead, the opportunity for a financial fresh start that now presents itself is to be seized as quickly as possible for concrete action. That will probably not take two years, but it will not happen overnight either, because the technical preconditions for future capital increases have to be put in place first. Now that we also have audited financial statements for 2016 and these have been adopted and approved by the Supervisory Board, we will submit these to the Annual General Meeting. Alongside the standard items on the agenda, we are also going to propose a reduction in ordinary share capital to adjust the nominal capital of Marenave Schiffahrts AG to the financial circumstances after the liability discharge. Only then will future measures to increase capital be technically and financially feasible. As before, it goes without saying that the implementation of capital increases and the resulting potential for launching maritime projects are not a matter of course. Nor do we have unlimited time. Also, we will have to flesh out and narrow down the options in the weeks and months ahead. But after all the exertion of the completed financial restructuring, I now consider it imperative to seriously address the opportunity for a fresh start and try to implement it as quickly as possible. If all involved pull together, I am sure we will be successful in this endeavor. I look forward to seeing and speaking with you at the coming Annual General Meeting. Yours sincerely, Bernd Raddatz Chief Executive Officer Marenave Schiffahrts AG 5

6 Introduction Vital Statistics in Brief Marenave AG Annual Report 2016 Vital Statistics in Brief Company name Registered address Marenave Schiffahrts AG Since 1 August 2017: Valentinskamp 24, Hamburg Year of formation 2006 Executive Board Ole Daus-Petersen (until 16 November 2017) Bernd Raddatz (since 16 November 2017) Supervisory Board Bernd Zens, Chairman (until 14 October 2017) Dr. iur. Henning Winter, Vice Chairman (until 14 October 2017) Klaus Meyer (until 15 September 2017) Dr. Hans Michael Schmidt-Dencker, Chairman (since 04 October 2017) Jens Mahnke, Vice Chairman (since 15 September 2017) Björn Hagedorn (since 09 November 2017, appointed by court until next Annual General Meeting) David Landgrebe (since 09 November 2017, appointed by court until next Annual General Meeting) Commercial register number Exchange Market segment German securities ID number (WKN) International Securities Identification Number (ISIN) Ticker symbol Instrument type HRB 96057, Hamburg Local Court (Amtsgericht Hamburg) Hamburg Stock Exchange (Hanseatische Wertpapierbörse Hamburg) Regulated Market A0H1GY DE000A0H1GY2 M5S German equity share Market capitalization EUR 1,11 Mio. as of 31 December 2016 Share class No-par value bearer shares Number of shares 1,500,500 6

7 Marenave AG Annual Report 2016 Introduction The fleet at a glance The fleet at a glance The presentation below shows the situation as of the reporting date 31 December Please note that the entire fleet was sold off in 2017 as part of the financial restructuring agreement reached in the meantime. The hand-over dates of the vessels are shown in the last column. Product Tanker Employ- Delivered Name Type Built Yard Size ment at Hyundai Hafnia MT "Mare Action" SR 2005 Mipo, Korea 37,400 dwt Handy Pool Hyundai Hafnia MT "Mare Ambassador" SR 2005 Mipo, Korea 37,400 dwt Handy Pool Guangzhou Hafnia MT "Mare Baltic" SR 2008 China 38,400 dwt Handy Pool Hyundai Hafnia MT "Mare Caribbean" MR 2004 Mipo, Korea 46,700 dwt MR Pool Koyo MT "Mare Atlantic" LR Japan 68,500 dwt Time-Charter Koyo MT "Mare Pacific" LR Japan 68,500 dwt Time-Charter Bulker Yangzhou MS "Mare Transporter" Supramax 2010 Guoyu, China 57,000 dwt Time-Charter Yangzhou MS "Mare Trader" Supramax 2010 Guoyu, China 57,000 dwt Time-Charter Yangzhou MS "Mare Traveller" Supramax 2011 Guoyu, China 57,000 dwt Time-Charter Yangzhou MS "Mare Tracer" Supramax 2011 Guoyu, China 57,000 dwt Time-Charter Container Peene-Werft Hanse MS "Mare Fox" Feeder 2003 Deutschland 1,200 TEU Container-Pool Peene-Werft Hanse MS "Mare Frio" Feeder 2003 Deutschland 1,200 TEU Container-Pool Car Carrier Daewoo Ship- Bareboat- MS "Höegh Berlin" Car Carrier 2005 builing Korea 7,800 CEU Charter

8 Consolidated Financial Statements Consolidated statement of financial position (Balance Sheet) Marenave AG Annual Report 2016 Consolidated statement of financial position (Balance Sheet) as of December 31, 2016 Assets in EUR Assets Non-current assets Section 31 Dec Dec 2015 Notes EUR EUR Property, plant and equipment ,858, ,387, Loans 11 2,438, ,060, Long-term equity investments Receivables under finance leases 12 55,853, ,283, Deferred tax assets 13 83, , ,232, ,713, Current assets Inventories 14 1,241, ,260, Prepayments for inventories , Trade receivables 15 1,640, ,260, Other financial assets 15 7,661, ,149, Other assets , ,280, ,279, ,077, Cash and cash equivalents 17 4,879, ,459, ,159, ,536, Total assets 190,391, ,250,

9 Marenave AG Annual Report 2016 Consolidated Financial Statements Consolidated statement of financial position (Balance Sheet) Equity and liabilities in EUR Equity Section 31 Dec Dec 2015 Notes EUR EUR Subscribed capital 18 30,010, ,010, Reserves 19-2,453, ,535, Revaluation reserve 20 1,118, ,221, Currency translation adjustments 21-2,288, , Consolidated accumulated losses -58,331, ,541, ,946, ,842, Liabilities Non-current liabilities Ship mortgage loans 22 11,437, ,513, Derivatives 23 92, , Non-controlling interests , , Deferred tax liabilities 25 3,806, ,024, ,456, ,906, Current liabilities Ship mortgage loans ,556, ,074, Derivatives 23 78, , Trade payables 26 4,196, ,002, Other financial liabilities , , Income tax liabilities 28 2,106, ,374, Other liabilities 29 1,332, ,238, ,881, ,186, Total liabilities 222,338, ,092, Total Equity and liabilities 190,391, ,250,

10 Consolidated Financial Statements Consolidated statement of comprehensive income Marenave AG Annual Report 2016 Consolidated statement of comprehensive income for the period from 1 January to 31 December 2016 Consolidated income Statement in EUR Section Notes EUR EUR Sales revenues 30 42,440, ,363, Ship operating expenses 31-29,838, ,334, Ship operating result 12,601, ,028, Personnel expenses , , Other operating income 33 6,692, ,579, Other operating expenses 34-7,506, ,662, Operating profit from shipping operations 10,844, ,998, Depreciation of property, plant and equipment -13,533, ,159, Impairments 35-5,900, ,083, Write-ups to property, plant and equipment , Other interest and similar income 36 5,826, ,478, Financing costs 37-8,458, ,440, Result before income taxes -10,614, ,207, Current income taxes , ,148, Deferred income taxes 38-1,644, ,329, Taxes on income -2,175, ,477, Consolidated net loss -12,790, ,685, Earnings per share basic, attributable to the holders of ordinary shares in the Parent Company diluted, attributable to the holders of ordinary shares in the Parent Company Consolidated statement of comprehensive income in EUR EUR EUR Consolidated net loss Other comprehensive income/loss for the period Items that under certain conditions will be reclassified to the consolidated statement of profit or loss in the future: Currency translations Items that under certain conditions will not be reclassified to the consolidated statement of profit or loss in the future: -/+ Loss/Income from the revaluation of sea-going vessels Total comprehensive loss for the period

11 Marenave AG Annual Report 2016 Consolidated Financial Statements Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows for the period from 1 January to 31 December 2016 Consolidated Statement of Cash Flows in EUR 000 Section Notes EUR 000 EUR 000 Consolidated net loss -12,790-23,685 + Depreciation/write-ups of property, plant and equipment and impairment 18,827 43,244 - Non-cash revenues /- Changes in deferred taxes through profit or loss 1,644 1,330 + Income taxes 531 1,148 +/- Other non-cash income and expenses 15/ /+ Increase/decrease in inventories, receivables and other operating assets ,873 +/- Increase/decrease in trade payables and other operating liabilities ,072 - Income taxes paid Interest income 36-5,655-2,478 + Interest expense 37 8,459 8,441 = Cash flows from (used in) operating activities 9,383 28,283 - Payments for investments in property, plant and equipment -3,674-4,021 + Payments received on finance lease receivables 4,082 1,700 + Interest received on finance lease receivables 36 3,859 1,625 + Proceeds from disposals of financial assets Payments for investments in financial assets 0-1,206 = Cash flows from (used in) investing activities 4, Cash payments for the repayment of borrowings -17,032-22,495 + Interest received Interest paid -8,219-7,934 = Cash flows from (used in) financing activities -25,232-30,403 Net change in cash funds -11,581-3,038 +/- Effect of exchange rate movements on cash funds 0 1,887 + Cash funds at the beginning of the period 16,460 17,611 = Cash funds at the end of the period 4,879 16,460 Composition of cash funds at the end of the period + Cash and cash equivalents 4,879 16,460 - Liabilities due to banks callable at any time 0 0 Cash funds 4,879 16,460 11

12 Consolidated Financial Statements Segment reporting Marenave AG Annual Report 2016 Segment reporting for the 2016 financial year Segment reporting for the 2016 financial year in EUR 000 Reconciliation Conso- Other Net to consolidated lidated Con- Car seg- Sub- reclassi- financial financial AG Tankers tainers Bulkers Carrier ments total fications Total statements statements Revenues from external customers 0 29,860 4,351 7,966 7, , ,115-7,675 42,440 Intersegment revenues ,860 4,351 7,966 7, , ,115-7,675 42,440 Ship operating expenses 0-15,705-3,709-10, , , ,839 Ship operating result , ,196 7, , ,539-7,938 12,601 Personnel expenses Other operating income , ,896 3,915 6, ,693 Other operating expenses -2, ,891-3,615-7, ,506 Operating profit from shipping operations -2,560 13, ,013 7, , ,900-8,056 10,844 Depreciation of property, plant and equipment ,224-1,158-2,120-2, , ,351 2,817-13,534 Impairments 0-4, , , ,900 Write-ups of property, plant and equipment Other interest and similar income ,121 5,827 Interest and similar expenses , ,377-1, , , ,459 Result before income taxes -2,583-5,839-2,215-4,073 4, , , ,615 Segment assets as of 31 December ,578 91,276 8,945 59,361 62, , , , ,392 Segment liabilities as of 31 December , ,168 23,713 80,117 20, ,776-34, , ,338 Segment investments 2016* * excluding shares in and loans to affiliated companies 12

13 Marenave AG Annual Report 2016 Consolidated Financial Statements Segment reporting Segment reporting for the 2015 financial year Segment reporting for the 2015 financial year in EUR 000 Reconciliation Conso- Other Net to consolidated lidated Con- Car seg- Sub- reclassi- financial financial AG Tankers tainers Bulkers Carrier ments total fications Total statements statements Revenues from external customers 0 34,664 5,183 17,200 9, , ,501-3,138 63,363 Intersegment revenues ,664 5,183 17,200 9, , ,501-3,138 63,363 Ship operating expenses 0-16,818-3,687-12, , , ,334 Ship operating result ,846 1,496 4,558 9, , ,354-3,325 30,029 Personnel expenses Other operating income ,089 1,491 3, ,580 Other operating expenses -1, , ,471-1,191-4, ,662 Operating profit from shipping operations -1,692 17,640 1,598 4,330 9, , ,324-3,325 27,999 Depreciation of property, plant and equipment ,014-1,238-3,662-3, , ,365 1,205-17,160 Impairments , , , ,084 Other interest and similar income ,120 2,478 Interest and similar expenses , ,208-1, , , ,441 Result before income taxes -1,832 2, ,599 4, , , ,208 Segment assets as of 31 December , ,354 11,460 62,887 62, , , , ,250 Segment liabilities as of 31 December , ,577 22,919 78,047 24, ,642-30, , ,093 Segment investments 2015* 2 5, , , , ,112 * excluding shares in and loans to affiliated companies 13

14 Consolidated Financial Statements Responsibility Statement Marenave AG Annual Report 2016 Responsibility Statement Responsibility Statement for the consolidated financial statements To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group, and the Group management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group. Hamburg, 13 December 2017 Marenave Schiffahrts AG Bernd Raddatz 14

15 Marenave AG Annual Report 2016 Consolidated Financial Statements Independent Auditors Report Independent Auditors Report We have audited the consolidated financial statements prepared by Marenave Schiffahrts AG, Hamburg, comprising the statement of financial position (balance sheet), the statement of comprehensive income, the statement of changes in equity, the statement of cash flows, and the notes to the consolidated financial statements and the group management report for the business year from 1 January to 31 December The preparation of the consolidated financial statements and the group management report in accordance with IFRS, as adopted by the European Union (EU), and the additional requirements of German commercial law pursuant to Section 315a (1) German Commercial Code (HGB) are the responsibility of the parent Company s management. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit. We conducted our audit of the consolidated financial statements in accordance with Section 317 German Commercial Code (HGB) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the appli cable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the con solidated financial statements of Marenave Schiffahrts AG, Hamburg, comply with IFRS, as adopted by the EU, the additional requirements of German commercial law pursuant to Section 315a (1) German Commercial Code (HGB) and give a true and fair view of the net assets, financial position and results of operations of the group in accordance with these requirements. The group management report is consistent with the consolidated financial statements, complies with legal requirements, as a whole provides a suit able view of the group s position and suitably presents the opportunities and risks of future development. Without qualifying this opinion, we refer to the Company s management comments in the group management report, where it states in the Sections entitled Financing risk, and Outlook 2018 that Marenave Schiffahrts AG was discharged from liability in July 2017 and a solvent liquidation of the Marenave fleet was carried out until mid-september Since then, Marenave Schiffahrts AG only holds cash as remaining assets. Without implementing maritime projects, the remaining liquidity of the group or Marenave Schiffahrts AG would last until the end of The further continuance of the group and Marenave Schiffahrts AG depends on the postponed capital reduction and other capital measures for implementing maritime projects. Hamburg, 19 December 2017 Deloitte GmbH Wirtschaftsprüfungsgesellschaft (Dinter) Wirtschaftsprüfer [German Public Auditor] (Presser) Wirtschaftsprüferin [German Public Auditor] 15

16 Annual Financial Statements Balance sheet Marenave AG Annual Report 2016 Balance sheet as of 31 December 2016 Assets and Equity in EUR Assets an Liabilities A. Fixed assets I. Tangible fixed assets II. 31 Dec Dec 2015 EUR EUR EUR Operating and office equipment 19, , Long-term financial assets 1. Shares in affiliated companies 28,163, ,163, Loans to affiliated companies 3,600, ,600, Long-term equity investments B. Current assets I. Receivables and other assets 31,763, ,763, ,782, ,809, Receivables from affiliated companies 2,446, ,470, Other assets 86, , ,532, ,647, II. Cash-in-hand and bank balances 285, , ,818, ,798, C. Prepaid expenses 15, , D. Deficit not covered by equity 40,904, ,488, ,521, ,126, Equity and Liabilities A, Subscribed capital I. Contingent capital: EUR 15,005, (prior year: EUR 15,005,000.00) 30,010, ,010, II. Net accumulated loss -70,914, ,498, ,904, ,488, Deficit not covered by equity (see Assets D.) 40,904, ,488, B. Provisions Provisions for taxes 2,105, ,373, Other provisions 67,645, ,386, ,750, ,760, C. Liabilities 1. Trade payables of which due within one year: EUR 156,418,86 (prior year: EUR 163,417.13) 156, , Liabilities to affiliated companies of which due within one year: EUR 5,520,957,52 (prior year: EUR 5,155,122.45) 5,520, ,155, Other liabilities of which taxes: EUR 93,184,69 (prior year: EUR 46,438.55) of which social security: EUR 0,00 (prior year: EUR 1,459.84) of which due within one year: EUR 93,184,69 (prior year: EUR 47,898.39) 93, , ,770, ,366, ,521, ,126,

17 Marenave AG Annual Report 2016 Annual Financial Statements Income statement Income statement for the financial year from 1 January to 31 December 2016 Income statement in EUR EUR EUR 1. Sales revenue 423, , Other operating income of which currency translation gains: EUR 1, (prior year: EUR ) 1,163, , Personnel expenses a) Wages and salaries -874, , b) Social security and post-employment costs of which post employment benefits: EUR 7, (prior year: EUR 9,161.00) -94, , Depreciation, amortization and write-downs -26, , Other operating expenses of which currency translation losses: EUR 179, (prior year: EUR 500,853.87) -16,388, ,400, Income from profits received under profit-and-loss transfer agreements 2,775, ,055, Income from long-term equity investments of which from affiliated companies: EUR 267, (prior year: EUR 0.00) 267, Income from long-term loans of which from affiliated companies: EUR 175, (prior year: EUR 174,600.00) 175, , Other interest and similar income of which from affiliated companies: EUR 19, (prior year: EUR 24,312.37) 64, , Write-downs of shares in affiliated companies ,626, Interest and similar expenses of which to affiliated companies: EUR 190, (prior year: EUR 189,397.54) of which accrued interest: EUR 1,024, (prior year: EUR 575,400.00) -1,377, , Taxes on income -521, ,139, Result after tax -14,414, ,261, Other taxes Net loss for the year -14,415, ,262, Accumulated losses brought forward -56,498, ,236, Net accumulated loss -70,914, ,498,

18 Annual Financial Statements Responsibility Statement Marenave AG Annual Report 2016 Responsibility Statement Responsibility Statement for the individual financial statements To the best of our knowledge, and in accordance with the applicable reporting principles, the annual financial statements give a true and fair view of the assets, liabilities, financial position and profit and loss of the company, and the management report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal opportunities and risks associated with the expected development of the company. Hamburg, 13 December 2017 Marenave Schiffahrts AG Bernd Raddatz 18

19 Marenave AG Annual Report 2016 Annual Financial Statements Independent Auditors Report Independent Auditors Report We have audited the annual financial statements comprising the balance sheet, the income statement and the notes to the financial statements together with the bookkeeping system, and the management report of Marenave Schiffahrts AG, Hamburg, for the business year from 1 January to 31 December The maintenance of the books and records and the preparation of the annual financial statements and management report in accordance with German commercial law are the responsibility of the Company s management. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system, and the management report based on our audit. We conducted our audit of the annual financial statements in accordance with Section 317 German Commercial Code (HGB) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with German principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements and the management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the annual financial statements and the management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the annual financial statements of Marenave Schiffahrts AG, Hamburg, comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with German principles of proper accounting. The management report is consistent with the annual financial statements, complies with legal requirements, as a whole provides a suitable view of the Company s position and suitably presents the opportunities and risks of future development. Without qualifying this opinion, we refer to the Company s management comments in the management report, where it states in the Sections entitled Financing risk, and Outlook 2018 that Marenave Schiffahrts AG was discharged from liability in July 2017 and that a solvent liquidation of the Marenave fleet was carried out until mid-september Since then, Marenave Schiffahrts AG only holds cash as remaining assets. Without implementing maritime projects, the remaining liquidity of the group or Marenave Schiffahrts AG would last until the end of The further continuance of the group and Marenave Schiffahrts AG depends on the postponed capital reduction and other capital measures for implementing maritime projects. Hamburg, 19 December 2017 Deloitte GmbH Wirtschaftsprüfungsgesellschaft (Dinter) Wirtschaftsprüfer [German Public Auditor] (Presser) Wirtschaftsprüferin [German Public Auditor] 19

20 Corporate Governance Report of the Supervisory Board Marenave AG Annual Report 2016 Report of the Supervisory Board Dear Shareholders of Marenave Schiffahrts AG, just like the previous year, the year 2016 was also very much dominated by the Company s discussions and negotiations with the financing banks regarding a reorganization of the existing financing and with the goal of a long-term restructuring of the Company, with the very detailed involvement and close cooperation of the Supervisory Board. These negotiations lasted for the entire year 2016 and were not brought to a successful completion until the middle of This successful end was characterized by the sell-off of the overindebted fleet and the discharge of Marenave Schiffahrts AG from liability in its capacity as guarantor and/or surety, thereby enabling a future and an economic reboot for the Company. These developments also overshadow the pure operating results of the Group and of the Company, which are manifested in a net loss for the financial year of EUR 14.4 million in the annual financial statements and a net consolidated loss of EUR 12.8 million in the consolidated financial statements for Due to the restructuring transactions (ship sales with associated waivers and discharge from liability), which are to be first taken into account in financial year 2017, financial year 2017 will close with clearly positive results. Changes/New elections in the Supervisory Board Dipl.-Kfm. Klaus Meyer, Hamburg, was voted out at the Annual General Meeting of the Company held on 15 September 2017 and Jens Mahnke, Chairman of the Executive Board of Ernst Russ AG, Hamburg, was elected as a member of the Supervisory Board. Mr. Mahnke s term of office corresponds to the term of office of Mr. Meyer, who was voted out of office, and thus lasts until the Annual General Meeting that decides on the approval of the actions of the Supervisory Board for financial year In addition, the Annual General Meeting held on 15 September 2017 resolved to expand the Supervisory Board to four members. Dr. Hans Michael Schmidt-Dencker, Stuttgart, Rechtsanwalt (German lawyer), was elected as the new fourth member. The amendment of the Articles of Association with respect to the expansion of the Supervisory Board was entered in the commercial register with the election of Dr. Schmidt-Dencker thereby taking effect on 4 October His term of office lasts until the end of the Annual General Meeting that decides on the approval of the actions of the Supervisory Board for the fourth financial year after the term of office begins. The election of Dr. Schmidt-Dencker as Chairman of the Supervisory Board and of Jens Mahnke as Vice Chairman at a Supervisory Board meeting held on 15 September 2017, subject to the entry of the amendment of the Articles of Association in the commercial register, took effect on 4 October Bernd Zens, Königswinter (to date Chairman of the Supervisory Board) and Dr. iur. Henning Winter, Neumünster (to date Vice Chairman of the Supervisory Board) stepped down from the Board immediately following the Annual General Meeting on 15 September 2017 effective in accordance with the Articles of Association at the end of 14 October The judicial appointment (until the next Annual General Meeting) of Björn Hagedorn, Bremen, and David Landgrebe, Hamburg, as new members of the Supervisory Board was carried out upon application by the Company on 12 October The court s decision was announced to the Company and the newly appointed Supervisory Boards on 9 November 2017 and thereby took effect. Thus, the composition of the Supervisory Board changed overall as a consequence of the Annual General Meeting held on 15 September and the judicial appointment on 9 November Insofar as this Supervisory Board Report relates to periods prior to the change in the Supervisory Board, it is based accordingly on information provided by individuals who were members of the Company's governing bodies at the time and in particular also on the minutes of the Supervisory Board meetings. Changes in the Executive Board The previous Executive Board/Chief Executive Officer, Ole Daus-Petersen, was dismissed on 16 November The background was in particular differing opinions between the Supervisory Board and Executive Board regarding the future strategic orientation of the Company. The Supervisory Board is grateful to the outgoing CEO for the services performed in the past in connection with the bank restructuring. The Company s previous authorized signatory (Prokurist), Bernd Raddatz, was appointed as the new Executive Board/ Chief Executive Officer likewise on 16 November His appointment lasts until 31 December Monitoring of Company management and advising of the Executive Board In the 2016 reporting period, the Supervisory Board performed the roles and responsibilities incumbent upon it under the law, the Articles of Association and the Rules of Procedure. The Supervisory Board regularly and comprehensively 20

21 Marenave AG Annual Report 2016 Corporate Governance Report of the Supervisory Board advised the Executive Board against the backdrop of the necessary reorganization of the existing financing and the Company s intensive restructuring efforts and increasingly monitored the Company s management in this critical situation. In particular, the Supervisory Board intensively accompanied the Executive Board s negotiations with the financing syndicate of banks in financial year 2016, which aimed to reorganize the financing of the subsidiaries and to orient their future principal repayment obligations toward their operational potential for income. The results of the work carried out by the independent restructuring expert included in this process were inspected on an ongoing basis, analyzed and discussed with the Executive Board. It became apparent in the middle of 2016 that a restructuring and discharge from liability would only be possible in connection with a sell-off of the entire fleet without the looming shadow of insolvency proceedings as well as with the involvement of interested new strategic partners and investors. The Supervisory Board also actively supported these negotiations. Already at its meeting held on 11 June 2015, the Supervisory Board also addressed the German Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst) that went into effect in 2015 and established targets for the proportion of women in the Supervisory Board and Executive Board. These were added to the Declaration on Corporate Governance in accordance with Section 289a of the German Commercial Code (Handelsgesetzbuch; HGB) from March 2016 (which can be downloaded at rate-governance/ declaration-oncorporate-governance.pdf). On 3 August 2017, the Supervisory Board addressed anew the targets as well as the deadlines for reaching these targets, which are reflected in the Declaration on Corporate Governance in accordance with Section 289f of the German Commercial Code (Handelsgesetzbuch; HGB from August 2017 (which can be downloaded at The Supervisory Board met in person for a total of four times in financial year In addition, numerous teleconferences were conducted, some with and some without the Executive Board. All meetings were attended by all Supervisory Board members without exception. The Executive Board presented regular, timely, and comprehensive reports to the Supervisory Board in writing and verbally in accordance with Section 90 (1) and (2) of the German Stock Corporation Act (Aktiengesetz; AktG) on all relevant questions related to the negotiations with the banking syndicate, the restructuring opinion, the corporate planning, and the strategic further development of the Company. The Supervisory Board was also extensively informed of the economic and financial position of the Company, the business performance, the position of the Group as a whole, and its subsidiaries, including the risk position, risk management, and compliance. The Executive Board regularly coordinated with the Supervisory Board on the strategic orientation of the Company in light of the ongoing restructuring efforts. Deviations of the course of business from the planning and objectives were discussed and explained promptly and in detail in each case by the Executive Board after the Supervisory Board became aware of them. All transactions of importance for the Company were thoroughly discussed by the Supervisory Board based on the written and verbal reports and documents submitted by the Executive Board. In addition to its formal meetings and teleconferences, the Supervisory Board also maintained close and constant contact with the Executive Board in order to inform itself of current developments in connection with the Company s restructuring efforts and current transactions and to advise the Executive Board on questions of strategy, planning, business development, the risk position, risk management, and the compliance of the Company. The Chairman of the Supervisory Board submitted prompt reports to his Supervisory Board colleagues regarding significant events that were important for the assessment of the position and development as well as for the management of the Company. The inspection and review rights set forth in Section 111 (2) sentences 1 and 2 AktG were not exercised, as there were no matters requiring clarification. There was no reason to complain about the actions of the Executive Board. Committees There were no committees, since the Supervisory Board comprised only three members in financial year Remuneration of the Executive Board The Executive Board s annual fixed salary in financial year 2016 amounted to EUR 250 thousand. In addition, there was a variable remuneration component linked to the achievement of long-term corporate objectives for the duration of the contract expiring 31 December Detailed information on the remuneration of the Executive Board can be found in the section entitled Principles of the remuneration system in the management report for the consolidated financial statements and single-entity annual financial statements for the 2016 financial year. Corporate Governance The German Corporate Governance Code (Deutscher Corporate Governance Kodex) in the version dated 5 May 2015, published on 12 June 2015 in the Federal Gazette was one of the topics on the agenda for the Supervisory Board meeting on 15 December The Executive Board and Supervisory Board thereupon submitted a Declaration of Compliance 21

22 Corporate Governance Report of the Supervisory Board Marenave AG Annual Report 2016 in accordance with Section 161 AktG, which was made permanently available to all shareholders online at - nave.com. A new Declaration of Compliance in accordance with Section 161 AktG with respect to the German Corporate Governance Code in the version dated 7 February 2017, published in the Federal Gazette on 24 April 2017 was also submitted on 13 December 2017, which will be discussed in detail in the Supervisory Board Report for financial year In accordance with no of the German Corporate Governance Code, the Executive Board reports on corporate governance at Marenave Schiffahrts AG in a Corporate Governance Report that is also issued on behalf of the Supervisory Board. Consultation and approval/adoption of the annual and consolidated financial statements Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, Hamburg branch office, which was appointed as the auditor of the annual financial statements and consolidated financial statements by resolution of the Annual General Meeting on 15 September 2017 was engaged to audit the annual financial statements and management report of Marenave Schiffahrts AG as well as the consolidated financial statements and Group management report of the Marenave Group as of 31 December 2016 in accordance with the audit mandate issued by the Supervisory Board. In light of the excess of liabilities over assets existing on 31 December 2016 and the agreement with the financing banks over a restructuring concept, which was still pending at the beginning of 2017, we waited at first on the final restructuring and discharge of the Company from liability, which took effect on 5 July 2017, so that the annual and consolidated financial statements for financial year 2016 could be prepared by the Executive Board under the assumption that the Company would continue as a going concern and could subsequently be presented to the auditor for auditing after his election on 15 September We dealt with the financial statements in depth and discussed them in detail with the auditor already during the Supervisory Board meeting held on 11 October In addition to the purely qualitative components of the financial statements, which were already presented to the shareholders at the Annual General Meeting on 15 September 2017, the discussions also focused on the further requirements in addition to the discharge from liability in 2017, which led to the elimination of the excess of liabilities over assets and the impending insolvency for a valid assumption that the Company would continue as a going concern. These discussions focused primarily on the qualitative contents of the investor agreements and intentions with respect to the future reorientation of the Company with the goal of showing new operating maritime business in the Company. Against this backdrop, the exchange between the Executive Board and Ernst Russ AG was also important, according to which they are to work together in the future on a plan for the future that can be promptly implemented and presented to all shareholders. On this basis, the financial statements were finally prepared by the Executive Board on 13 December 2017 and were discussed in detail in a Supervisory Board meeting held on the same date. On this basis, the auditor subsequently issued an unqualified audit report with an Emphasis of Matter paragraph for the annual and consolidated financial statements (including the management reports) for financial year The consolidated financial statements have been prepared by the Executive Board in line with International Financial Reporting Standards (IFRS). The Emphasis of Matter regarding the unqualified audit opinion relates to the fact that the further continuance of Marenave Schiffahrts AG and therefore also of the Marenave Group as a going concern in the future depends on the timely implementation of the maritime projects planned with the new investors, including the necessary capital measures, as well as on the compliance with the planned liquidity requirements. The financial statement documents and their draft versions were presented to the Supervisory Board in a timely manner and were subjected to its own review. The signatory auditors participated in the Supervisory Board meeting held on 11 October 2017 regarding the relevant agenda item and reported on and discussed with the Supervisory Board the course of the audit of the annual and consolidated financial statements to date under special consideration of the accounting-related control and risk management systems as well as with a focus on the going-concern issue described above. The annual and consolidated financial statements (including the management reports) for financial year 2016, for which a now unqualified audit opinion was issued with an Emphasis of Matter paragraph, were subsequently discussed at a meeting of the Supervisory Board held on 20 December 2017 in the form of a teleconference in which the Executive Board and auditor also participated. Based on its own review of the annual financial statements, the management report, the consolidated financial statements and the Group management report, the Supervisory Board raised no objections and endorsed the audit findings of the auditor. On 20 December 2017, the annual financial statements and consolidated financial statements as of 31 December 2016 were consequently approved. The annual financial statements are thus confirmed. The Supervisory Board would like to thank the Executive Board and all of the Marenave Group s employees for their significant commitment they have shown in a business environment that remained challenging. Hamburg, 20 December 2017 The Supervisory Board Dr. Hans Michael Schmidt-Dencker Chairman 22

23 Marenave AG Annual Report 2016 Corporate Governance Declaration of Compliance in accordance with Section 161 of the German Stock Corporation Act Declaration of Compliance in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz; AktG) Marenave Schiffahrts AG Caffamacherreihe 7, Hamburg, Germany ISIN: DE000A0H1GY2 The Management Board and the Supervisory Board of Marenave Schiffahrts AG hereby declare in accordance with Section 161 AktG, that since issuing the last Declaration of Compliance dated December 10, 2015, the Company has been and is generally in compliance with the recommendations of the Government Commission on the German Corporate Governance Code (Regierungskommission Deutscher Corporate Governance Kodex) in the version of 5 May 2015 published in the German Federal Gazette (Bundesanzeiger) on 12 June The recommendations cited below are subject to an exception from compliance; in the following, the text of the recommendations is reproduced in italics and the response of the Company is not italicized: 3.8 (2) If the company takes out a D&O (directors and officers liability insurance) policy for the Management Board, a deductible of at least 10% of the loss up to at least the amount of one and a half times the fixed annual compensation of the Management Board member must be agreed upon. A similar deductible shall be agreed upon in any D&O policy for the Supervisory Board. The D&O insurance that is currently in effect for members of the Supervisory Board of Marenave Schiffahrts AG does not provide for a deductible. The Management Board and the Supervisory Board are of the opinion that agreeing on a deductible is not likely to reinforce the sense of responsibility with which the members of the Supervisory Board perform the responsibilities and functions entrusted to them The Management Board shall be comprised of several persons and have a Chairman or Spokesman. By-Laws shall govern the work of the Management Board, in particular the allocation of duties among individual Management Board members, matters reserved for the Management Board as a whole, and the required majority for Management Board resolutions (unanimity or resolution by majority vote). Since 1 January 2014 the Company is managed by a Management Board comprising a single member. In light of the current structure of the Company, the Management Board and the Supervisory Board currently believe that a sole Managing Director is appropriate and adequate. Since the main regulatory provisions under bylaws e.g. the functional competence of individual Management Board members, matters reserved to the Management Board as a whole, as well as the required majority for Management Board resolutions (unanimity or resolution by majority vote) are only relevant to a Management Board comprised of several members, separate bylaws for the Management Board are not considered appropriate at least at this time, especially since detailed questions concerning the management of the Company are subject to binding regulations under the Articles of Association The Chairman of the Supervisory Board shall outline once to the General Meeting the salient points of the compensation system and then any changes thereto. The Supervisory Board and Management Board consider informing the shareholders of the main components of the compensation system in the Company's annual report to be sufficient; accordingly, an additional explanation during the annual general meeting is not necessary An age limit for members of the Management Board shall be specified. The Management Board and the Supervisory Board consider a blanket age limit for Management Board members to be inappropriate because the required expertise, skills and professional experience are relevant above all else. A blanket age limit could possibly narrow the selection of suitable candidates. 5.2 The Chairman of the Supervisory Board shall not be Chairman of the Audit Committee. 23

24 Corporate Governance Declaration of Compliance in accordance with Section 161 of the German Stock Corporation Act Marenave AG Annual Report 2016 Since an Audit Committee has not previously been created due to the size of the Supervisory Board and is also not planned, the application of this recommendation is not relevant Depending on the specifics of the enterprise and the number of its members, the Supervisory Board shall form committees with sufficient expertise. The Management Board and the Supervisory Board are of the opinion that the size of the Company and the volume of business being transacted and the number of Supervisory Board members, in particular make it unnecessary to form separate committees. Given that the Supervisory Board according to the Articles of Association has no more than three members, the formation of committees would not be appropriate, especially since committees with decision-making authority would likewise have to be composed of three members The Supervisory Board shall set up an Audit Committee which in so far as no other committee is entrusted with this work, in particular, handles the monitoring of the accounting process, the effectiveness of the internal control system, risk management system and internal audit system, the audit of the Annual Financial Statements, here in particular the independence of the auditor, the services rendered additionally by the auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee agreement, and compliance. The chairman of the Audit Committee shall have specialist knowledge and experience in the application of accounting principles and internal control processes. He shall be independent and not be a former member of the Management Board of the company whose appointment ended less than two years ago. Given the size of the current Supervisory Board, the Management Board and the Supervisory Board are of the opinion that a nomination committee is not required The Supervisory Board shall specify concrete objectives regarding its composition which, whilst considering the specifics of the company, take into account the international activities of the company, potential conflicts of interest, the number of independent Supervisory Board members within the meaning of number 5.4.2, an age limit to be specified and a regular limit of length of membership to be specified for the members of the Supervisory Board as well as diversity. The Management Board and the Supervisory Board consider a blanket age limit for Supervisory Board members to be inappropriate because the required expertise, skills and professional experience are relevant above all else. A blanket age limit could possibly narrow the selection of suitable candidates The Consolidated Financial Statements shall be publicly accessible within 90 days of the end of the financial year; interim reports shall be publicly accessible within 45 days of the end of the reporting period. The Management Board and the Supervisory Board consider the statutory deadlines to be sufficient for guaranteeing the timely information of the shareholders. Hamburg, 15 December 2016 The Management Board and the Supervisory Board The Management Board and the Supervisory Board are of the opinion that the size of the Company and the volume of business being transacted currently do not require an Audit Committee. Given that the Supervisory Board according to the Articles of Association has no more than three members, the formation of a separate Audit Committee would not be appropriate The Supervisory Board shall form a nomination committee composed exclusively of shareholder representatives, which recommends suitable candidates to the Supervisory Board for the proposals of the Supervisory Board to the General Meeting. 24

25 Marenave AG Annual Report 2016 Publication details Publication details Contact Marenave Schiffahrts AG 2017 Valentinskamp Hamburg germany Contact person Bernd Raddatz Phone Fax Hamburg Local Court (Amtsgericht Hamburg) Commercial register no. HRB German securities ID number (WKN) A0H1GY International Securities Identification Number (ISIN) DE000A0H1GY2 Photo credit Archiv, Fotolia, Panthermedia, Shutterstock Design, setting and layout Smerling Design, Kiel Publication date: December

26 Marenave Schiffahrts AG I Valentinskamp 24 I Hamburg I Germany Phone I Fax I I info@marenave.com