38281364 2025-01-01 2025-12-31 38281364 2025-01-01 2025-12-31 1 38281364 2025-01-01 2025-12-31 0 38281364 2025-01-01 2025-12-31 0 38281364 2025-01-01 2025-12-31 1 38281364 2025-01-01 2025-12-31 2 38281364 2025-01-01 2025-12-31 2 38281364 2024-01-01 2024-12-31 38281364 2025-12-31 38281364 2024-12-31 38281364 2025-01-01 fsa:ContributedCapitalMember 38281364 2025-01-01 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 38281364 2025-01-01 fsa:RetainedEarningsMember 38281364 2025-01-01 38281364 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 38281364 2025-01-01 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 38281364 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 38281364 2025-12-31 fsa:ContributedCapitalMember 38281364 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 38281364 2025-12-31 fsa:RetainedEarningsMember iso4217:USD Annual report 2026-04-30 Liis Kirk Phoenix II A/S Esplanaden 50 1263 København K 38281364 2025-01-01 2025-12-31 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup DK Denmark 33771231 1016959517 <p xmlns="http://www.w3.org/1999/xhtml">The Board of Directors and the Executive Board have today considered and adopted the Annual Report of Phoenix II A/S for the financial year 1 January - 31 December 2025.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">The Annual Report for 2025 of Phoenix II A/S has been prepared in accordance with the Danish Financial Statements Act.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">In our opinion, the Financial Statements give a true and fair view of the financial position on 31 December 2025 of the Company and of the results of the Company operations for 2025.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">We believe that the Management’s Review contains a fair review of the affairs and conditions referred to therein.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">We recommend that the Annual Report be adopted at the Annual General Meeting.</p> Copenhagen 2026-04-30 Jesper Mølskov Høybye Stine Lynge Sørensen Tanja Hedager Michael Reimer Mortensen Independent auditor’s report Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2025, and of the results of the Company’s operations for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of Phoenix II A/S for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (“the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s responsibilities for the audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for the preparation of financial statements that 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. In preparing the Financial Statements, Management is responsible for assessing the 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 in preparing the Financial Statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: ● Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. ● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. ● Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. ● Evaluate the overall presentation, structure and contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Management is responsible for Management’s Review. Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements, or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, in our view, Management’s Review is in accordance with the Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Copenhagen 2026-04-30 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Lasse Fuglsbæk Berg mne35811 <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Primary activities</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">The Company is a 100% owned subsidiary of Maersk Offshore Wind A/S. The company is a development project with the aim of supporting the offshore wind business in the future. In March 2022, the Company signed a newbuild contract for a pioneering Wind Installation Vessel (WIV) with delivery expected in February 2026 and was awarded a contract for the Empire Wind Park for installation of wind turbines.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Development in activities and financials</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">The Income Statement of the Company for 2025 shows a loss of USD 23,363 thousand (2024: loss of USD 1,449 thousand) and on 31 December 2025 the balance sheet of the Company shows an equity of USD 194 million (2024: USD 217 million)</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Events after the balance sheet date</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">After the reporting date, Phoenix accepted the delivery of the Wind Installation Vessel on February 26, 2026.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">In February 2026, the company has entered into a loan agreement with its parent company to fulfil the instalment obligation in relation to the delivery of the Wind Installation Vessel on February 26, 2026. Phoenix has furthermore entered into a credit agreement of USD 250m with Seatrium.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Beside of the delivery of the Wind Installation Vessel and internal loan agreement, no events have occurred after the reporting date of importance to the Annual Report <strong>.</strong></p> The annual report has been prepared in accordance with the regulation applying to Reporting class B. Reporting class B <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Reporting class</strong></p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">The Annual Report 2025 of Phoenix II A/S has been prepared in accordance with the provisions of the Danish Financial Statements Act governing class B companies with addition of certain provisions for reporting class C.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">The accounting policies applied to these Financial Statements are consistent with those applied last year and the Annual Report is presented in American dollars (USD). The exchange rate of USD to DKK was 6.358 on 31 December 2025 (2024: DKK 7.167)</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Recognition and measurement in general</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Assets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Company, and the value of the asset can be measured reliably.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Liabilities are recognised in the balance sheet when the Company has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is affected as described below for each Financial Statement item.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Anticipated risks and losses that arise before the time of presentation of the Annual Report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Foreign currency translation</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the rate at the balance sheet date, are recognised in the income statement as financial income or financial expenses. Fixed assets that have been purchased in foreign currencies are measured at the transaction date rates.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Revenue</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Revenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Other external expenses</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Other external expenses comprise expenses relating to the Company’s ordinary activities, including expenses for staff, costs of administration etc.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Other financial income</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Other financial income comprises interest income, including interest income on receivables from group enterprises, receivables and transactions in foreign currencies and income from borrowing costs capitalised on assets.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Other financial expenses</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Other financial expenses comprise interest expenses, including interest expenses on payables to group enterprises, payables and transactions in foreign currencies.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Tax on profit/loss for the year</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">The Company is jointly taxed with other Danish companies in the A.P. Møller Holding A/S Group. The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable incomes.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Balance sheet</strong></p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Intangible assets</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Development project in progress and Completed development projects are measured at cost price and are amortised from the time it is ready to be put into operation on a straight-line basis over the useful life, max. 5 years.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Vessels, plant and machinery</strong></p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Interest expenses on loans for the financing of the manufacture of vessels, plant and equipment are included in cost if they relate to the manufacturing period. All other finance costs are recognised in the Income statement.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Vessels 25 years</p> <p xmlns="http://www.w3.org/1999/xhtml">Other 3-10 years</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Estimated useful lives and residual values are reassessed on a regular basis. Vessels, plant and equipment are written down to the lower of recoverable amount and carrying amount.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml">Impairment losses on Intangible assets and Vessels, Plant and machinery are recognised when the carrying amount of an asset or a cash-generating unit exceeds the higher of the estimated value in use and fair value less costs of disposal. Intangible assets and property, plant and equipment are tested for impairment if there is an indication of impairment.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Receivables</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Receivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and doubtful debts.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Income tax payable or receivable</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Current tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year’s taxable income, adjusted for prepaid tax.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Prepayments</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Prepayments include prepaid costs, including mainly prepaid charter hire.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Cash</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Cash comprises cash in hand and bank deposits.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Deferred income</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Income received but related to projects that are not started is recognized as a liability in the balance sheet and moved to the income statement when the project is started.</p> <p xmlns="http://www.w3.org/1999/xhtml"> </p> <p xmlns="http://www.w3.org/1999/xhtml"> <strong>Other financial liabilities</strong></p> <p xmlns="http://www.w3.org/1999/xhtml">Other financial liabilities are measured at amortised cost, which usually corresponds to nominal value.</p> 46000000 0 63259000 3672000 -17259000 -17259000 -3672000 1851000 1206000 11548000 8000 -26956000 -2474000 -3593000 -1025000 -23363000 -1449000 -23363000 -1449000 -23363000 -1449000 19366000 18587000 382000 779000 19748000 19366000 158106000 151709000 70760000 55300000 228866000 207009000 248614000 226375000 61000 366000 16072000 14663000 3834000 692000 154000 1800000 3350000 957000 23471000 18478000 22000 3345000 23493000 21823000 272107000 248198000 83000 83000 15487000 15105000 178901000 202646000 194471000 217834000 0 6888000 14800000 6888000 14800000 58134000 8014000 1689000 7550000 10925000 70748000 15564000 77636000 30364000 272107000 248198000 83000 15105000 202646000 217834000 0 -382000 382000 0 0 -23363000 -23363000 83000 15487000 178901000 194471000 <table xmlns="http://www.w3.org/1999/xhtml" class="incomeStatement" style="border:0; margin-bottom: 20px;"> <thead> <tr class="header1"> <th class="col1"/> <th class="col2"/> <th class="col3">2025</th> </tr> </thead> <tbody> <tr> <td class="col1 dotted"> <span> Average number of employees </span> </td> <td class="col2"> </td> <td class="col3"> 0 </td> <td class="col4 lastyear"> </td> </tr> </tbody> </table> 0 false false false true Erhvervsstyrelsen Regnskab Basis 2024-12-31 2024-01-01 Independent Auditor’s Report false false false false Connor Rimkey Esplanaden 50 1263 København K