株探米国株
英語
エドガーで原本を確認する
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2023
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from _________________ to _________________
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Date of event requiring this shell company report _________________
Commission file number 001-36810
EURONAV NV
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Belgium
(Jurisdiction of incorporation or organization)
De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Address of principal executive offices)
Ludovic Saverys, Tel: +32-3-247-44-11, management@euronav.com,
 De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

                                    

                
Securities registered or to be registered pursuant to section 12(b) of the Act.
Title of each class  Trading symbol(s) Name of each exchange on which registered
Ordinary Shares, no par value
  EURN New York Stock Exchange
Securities registered or to be registered pursuant to section 12(g) of the Act.
NONE
(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
NONE
(Title of class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

220,024,713 Ordinary Shares (of which 25,544,107 are Treasury Shares), no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes X   No  
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes     No X
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X   No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes X   No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company..  See the definitions of "large accelerated filer","accelerated filer", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
   Accelerated filer  ☐   Non-accelerated filer  ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.     ☐

    † The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report: x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
§240.10D-1(b). ☐



                                    

                
    U.S. GAAP
X  
International Financial Reporting Standards as issued by the International Accounting Standards Board
    Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
    Item 17   Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes     No X



TABLE OF CONTENTS
Page



TABLE OF CONTENTS

                                    

                
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY
Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results. When used in this document, the words "believe," "expect," "anticipate," "estimate," "intend," "seek", "plan," "target," "project," "potential", "continue", "contemplate", "possible", "likely," "may," "might", "will," "would," "could" and similar expressions, terms, or phrases may identify forward-looking statements.

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to important factors and matters discussed elsewhere in this report, and in the documents incorporated by reference herein, important factors that, in our view, could cause our actual results and developments to differ materially from those discussed in the forward-looking statements include, but are not limited to:

•The strength of world economies, including the central bank policies intended to combat overall inflation and rising interest rates, and adverse fluctuations of foreign exchange rates;
•General market conditions, including the market for crude oil and for our vessels, significant fluctuations in charter rates, spot charter rates and vessel values (including residual values and steel prices);
•The state of the global financial markets which may adversely impact availability of additional financing and refinancing at rates and on terms acceptable to us, as well as our ability to obtain such, or to comply with the restrictive and other covenants in our financing arrangements, or to obtain hedging instruments at reasonable costs;
•Our ability to secure available and future grants and subsidies;
•Our business strategy and other plans and objectives for growth and future operations, including planned and unplanned capital expenditures, or failure to execute on our strategy to procure low sulfur fuel oil at reasonable prices and the associated commodity risk;
•Our ability to generate cash to meet our debt service and other obligations;
•Our levels of operating and maintenance costs, including fuel and bunker costs, drydocking and insurance costs;
•Potential liability from pending or future litigations;
•Environmental, Social and Governance (ESG) expectations of investors, banks and other stakeholders and related costs of compliance with our ESG targets and objectives, and in particular failure to meet our targets under our decarbonization strategy, making our fleet future proof ("green') and failure to find and execute on related partnerships;
•Our dependence on key personnel and the availability of skilled workers, including seafarers, and the related labor costs;
•The failure to protect our information systems against security breaches, or the failure or unavailability of these systems for a significant period of time, as a result of cyber-attacks which may disrupt our business operations, and our inability to secure cyber-insurance at reasonable costs;
•General domestic and international geopolitical conditions, including trade tensions between China and the United States, trade wars and disagreements between oil producing countries, including illicit crude oil trades;
•The shift from oil towards other energy sources such as electricity, natural gas, liquefied natural gas, hydrogen, ammonia or other fuels for which there would be no need for maritime transportation;
•Technology and product risk including those associated with energy transition, fleet/systems rejuvenation to alternative propulsion, and availability of green fuel at strategic locations;

                                    

                
•International sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including those taken in connection with the ongoing conflict between Russia and Ukraine and between Israel and Hamas, and the ability of governments to provide enforcement or protection measures thereof;
•Any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or FCPA, or other applicable regulations relating to bribery;
•Volatility of interest rate benchmarks under our financial agreements (under the Secured Overnight Financing Rate SOFR);
•Potential disruption of shipping routes due to accidents, environmental factors (such as severe weather events at sea or at port locations), political events, public health threats, international hostilities including the ongoing developments in the Ukraine and Red Sea region, acts by terrorists or acts of piracy on ocean-going vessels;
•Vessel breakdowns and instances of off-hire;
•The supply of and demand for vessels comparable to ours, including against the background of possibly accelerated climate change transition worldwide which would have an accelerated negative effect on the demand for oil and thus maritime transportation of crude oil;
•Reputational risks, including related to climate change and the nature of our business, and our inability to adapt our business model in the face of any rapid decline in oil consumption;
•Compliance with governmental, tax (including carbon related), environmental (including emissions reductions) and safety regulations and regimes and related costs;
•Potential liability from future litigations related to claims raised by public-interest organizations or activism with regard to failure to adapt to or mitigate climate impact;
•Increased cost of capital or limiting access to funding due to EU Taxonomy or relevant territorial taxonomy regulations;
•Any non-compliance with existing environmental regulations such as but not limited to (i) the amendments by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels, or IMO, (the amendments hereinafter referred to as IMO 2020), to Annex VI to the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, which reduced the maximum amount of sulfur that vessels may emit into the air as from January 1, 2020; (ii) the International Convention for the Control and Management of Ships' Ballast Water and Sediments or BWM which applies to us as of September 2019; (iii) the EC Fit-for-55 regulation and specifically with EU Emission Trading Schemes Maritime and FuelEU Maritime; (iv) the European Ship Recycling regulation for large commercial seagoing vessels flying the flag of a European Union or EU, Member State which forces shipowners to recycle their vessels only in safe and sound vessel recycling facilities included in the European List of ship recycling facilities which is applicable as of January 1, 2019;
•New environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or imposed by regional or national authorities such as the European Union or individual countries;
•Our incorporation under the laws of Belgium and the different rights to relief that may be available compared to other countries, including the United States;
•Treatment of the Company as a "passive foreign investment company" by U.S. tax authorities;
•The failure of counterparties to fully perform their contracts with us, and in particular our ability to obtain indemnities from customers;
•Adequacy of insurance coverage;
•Changes in laws, treaties or regulations;
•The inability of our subsidiaries to declare or pay dividends; and
•The losses from derivative instruments.
These factors and the other risk factors described in this annual report and other reports that we furnish or file with the U.S. Securities and Exchange Commission or the SEC, are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward-looking statements are made only as of the date of this annual report. These forward-looking statements are not guarantees of our future performance, and actual results and developments may vary materially from those projected in the forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.





                                    

                
PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.

ITEM 3.    KEY INFORMATION
Throughout this report, all references to "Euronav", the "Company", "we", "our", and "us" refer to Euronav NV and its subsidiaries and all references to "Euronav NV" refer to Euronav NV and not to its subsidiaries. Unless otherwise indicated, all references to "U.S. dollars", "USD", "dollars", "US$" and "$" in this annual report are to the lawful currency of the United States of America and references to "Euro", "EUR", and "€" are to the lawful currency of Belgium.
We refer to our "U.S. Shares" as those shares of Euronav with no par value that are reflected in the U.S. component of our share register, or the U.S. Register, that is maintained by Computershare Trust Company N.A, or Computershare, our U.S. transfer agent and registrar, and are formatted for trading on the New York Stock Exchange, or the NYSE. The U.S. Shares are identified by CUSIP B38564 108. We refer to our "Belgian Shares" as those shares of Euronav with no par value that are reflected in the Belgian component of our share register, or the Belgian Register, that is maintained by De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium), or Euroclear Belgium, our agent, and are formatted for trading on Euronext Brussels. The Belgian Shares are identified by ISIN BE0003816338.  Our U.S. Shares and our Belgian Shares taken together are collectively referred to as our "ordinary shares." For further discussion of the maintenance of our share register, please see "Item 10. Additional Information —B. Memorandum and Coordinated Articles of Association—Share Register."

A.          [Reserved]

B.          Capitalization and Indebtedness

Not applicable

C.          Reasons for the Offer and Use of Proceeds

Not applicable.

D.          Risk Factors

Investing in our securities involves risk. We expect to be exposed to some or all of the risks described below in our future operations. Risks to us include, but are not limited to, the risk factors described below. Any of the risk factors described below could affect our business operations and have a material adverse effect on our business activities, financial condition, results of operations and prospects and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in combination with other risks which would compound the adverse effect of such risks on our business activities, financial condition, results of operations and prospects. Investors in our securities could lose all or part of their investment. You should carefully consider the following information in conjunction with "Risk Factors Summary" provided earlier in this report and the other information contained or incorporated by reference in this report. The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequence.

Summary of Risk Factors

•The tanker industry is cyclical and volatile, which may lead to reductions and volatility in charter rates, vessel values, earnings and available cash flow.
•A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.
•We are dependent on spot charterers and any decreases in spot charter rates in the future may adversely affect our earnings and ability to pay dividends, if any.
•We continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in the best interests of the Company.
1

•Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.
•Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (ESG) policies may impose additional costs on us or expose us to additional risks.
•Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.
•We depend on our executive officers and employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results and financial condition.
•Rising fuel prices may adversely affect our profits.
•We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.
•In the highly competitive international market, we may not be able to compete effectively for charters.
•We are subject to certain risks with respect to our counterparties and failure of our counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.
•The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows, ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.
•If economic conditions throughout the world decline, this will impede our results of operations, financial condition and cash flows.
•An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.
•A shift in consumer demand from oil towards other energy sources may have a material adverse effect on our business.
•Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and refined products worldwide.
•Changes to trade patterns for oil and oil products may have a material adverse effect on our business.
•Lack of technological innovation to meet quality and efficiency requirements could reduce our charter hire income and the value of our vessels. Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.
•If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations, or other applicable governmental authorities, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.
•Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect our business.
•Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flow.
•Volatility of interest rates benchmarks under our financial agreements could affect our profitability, earnings and cash flow.
•Variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly.
•Dependence on third party service providers.
•We are subject to complex laws and regulations, including environmental laws and regulations that can increase our liability and adversely affect our business, results of operations and financial condition.
•We are subject to international safety regulation and if we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
•Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.
•Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
•Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
•United States tax authorities could treat us as a "passive foreign investment company," which could have adverse United States federal income tax consequences to United States shareholders.
•We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.
•Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to any dividends or other distributions made by us.
•Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
•Changes in tax regulations from other countries we are involved with due to our global trade may affect our business and future operations.
2

•Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.
•The price of our ordinary shares has fluctuated in the past, has been volatile and may be volatile in the future, and as a result, investors in our ordinary shares could incur substantial losses.
•From time to time our Supervisory Board may authorize a share buyback within the Belgian legal framework. There is no guarantee that we will repurchase shares at a level anticipated by stockholders or at all, which could reduce returns to our stockholders. Once authorized, decisions to repurchase our ordinary shares will be at the discretion of our Management Board, based upon a review of relevant considerations.
•Although we have a dividend policy that includes a fixed component, we cannot assure you that we will declare or pay any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period
•Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.
•We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.
•Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts.
•Any shareholder acquiring 30% or more of our issued ordinary shares are required to make a mandatory unconditional public takeover bid.
•We may fail to realize the anticipated benefits of the CMB.TECH Transaction
•We have incurred and may continue to incur significant transaction and integration-related costs in connection with the CMB.TECH Transaction.
•We are subject to certain financing restrictions and changes in covenants as a result of the CMB.TECH Transaction.
•Our planned expansion from the tanker sector to the sectors involved in CMB.TECH's business entails certain risks and uncertainties
•Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of our other shareholders

Risks Relating to our Business (Prior to the CMB.TECH Transaction)

The tanker industry is cyclical and volatile, which may lead to reductions and volatility in charter rates, vessel values, earnings and available cash flow.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity caused by changes in the supply and demand for oil and oil products. The carrying values of our vessels or our floating, storage and offloading (FSO) vessels may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates relating to, among other things, vessel values, future freight rates, earnings from the vessels, discount rates, residual values and economic life of vessels. Many of these items have historically experienced volatility and both charter rates and vessel values tend to be cyclical. Declines in charter rates, vessel values and other market deterioration could cause us to incur impairment charges. In addition, if the book value of a vessel is impaired due to unfavorable market conditions, or if a vessel is sold at a price below its book value, we would incur a loss that could adversely affect our operating results.

In general, the factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. A worsening of current global economic conditions may cause tanker charter rates to decline and thereby adversely affect our ability to charter or re-charter our vessels and any renewal or replacement charters that we enter into, may not be sufficient to allow us to operate our vessels profitably.





3

The main factors that influence demand for tanker capacity include:

•Supply of and demand for and seaborne transportation of oil and petroleum products;
•Changes in the consumption of oil and petroleum products due to availability of new, alternative energy sources or changes in the price of oil and petroleum products relative to other energy sources or other factors making consumption of oil and petroleum products less attractive;
•Increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve or the conversion of existing non-oil pipelines to oil pipelines in those markets;
•Regional availability of refining capacity and inventories compared to geographies of oil production regions;
•National policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix);
•Any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing countries;
•Global and regional economic and political conditions and developments, armed conflicts including the conflict between Russia and Ukraine as well as the conflict between Israel and Hamas and thereof numerous vessel attacks and piracy in the Red Sea area, terrorist activities, trade wars, public health threats, tariffs embargoes, illicit trades of crude oil and strikes;
•Currency exchange rates, most importantly versus USD;
•Changing trade patterns and the distance over which the oil and the oil products are to be moved by sea;
•Changes in seaborne and other transportation patterns, including shifts in transportation demand between crude oil and refined oil products and the distance they are transported by sea;
•Changes in governmental or maritime self-regulatory organizations' rules and regulations or actions taken by regulatory authorities;
•Environmental and other legal and regulatory developments;
•Developments in international trade, including those relating to the imposition of tariffs and the increased vessel attacks and piracy in the Red Sea in connection with the conflict between Israel and Hamas; and
•International sanctions, embargoes, import and export restrictions, nationalizations and wars.

The factors that influence the supply of tanker capacity include:

•The demand for alternative energy resources;
•The number of newbuilding orders and deliveries, including slippage in deliveries, as may be impacted by the availability of financing for shipping activity;
•The degree of recycling of older vessels, depending, among other things, on recycling rates and international recycling regulations;
•Oil product imbalances (affecting the level of trading activity) and developments in international trade;
•The number of conversions of tankers to other uses;
•Business disruptions, including supply chain issues, due to natural or other disasters, or otherwise;
•The number of vessels that are out of service, laid up, dry-docked or used as storage units or blocked in port or canal congestions; and
•Environmental concerns and uncertainty around new regulations in relation to amongst others new technologies which may delay the ordering of new vessels.

We anticipate that the future demand for our tankers will be dependent upon economic growth in the world's economies, seasonal and regional changes in demand, changes in the capacity of the global tanker fleet and the sources and supply of oil and petroleum products to be transported by sea. Given the number of new tankers currently on order with shipyards, the capacity of the global tanker fleet seems likely to increase and there can be no assurance as to the timing or extent of future economic growth. Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results.

Furthermore, the conflict in Ukraine combined with inflationary pressures and/or supply chain disruptions across most major economies have negatively impacted certain of the countries in which we operate in and may lead to a global economic slowdown, which might in turn adversely affect demand for our vessels. In particular, the conflict in Ukraine and related sanctions measures imposed against Russia has and is disrupting energy production and trade patterns, including shipping in the Black Sea and elsewhere, and has impacted fuel prices. Additional disruptions to shipping routes have been experienced as a result of attacks on commercial vessels in the Red Sea. Since 2022, various jurisdictions have imposed additional sanctions against Russia, including directly targeting the maritime transport of goods originating from Russia, such as of oil products. Such measures, and the response of targeted jurisdictions to them, have disrupted trade patterns of certain of the goods which we transport and have correspondingly impacted charter rates for the transport of such goods. As the number of jurisdictions imposing sanctions upon Russia grows and/or the nature of sanctions being imposed evolves, the charter rates we are able to obtain could begin to weaken.
4

Declines in oil and natural gas prices or decreases in demand for oil and natural gas for an extended period of time, or market expectations of potential decreases in these prices and demand, could negatively affect our future growth in the tanker and offshore sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies' capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. Sustained periods of high oil prices on the other hand may be destructive for demand. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies or decrease in the demand for oil and natural gas could reduce our revenues and materially harm our business, results of operations and cash available for distribution (see also "Peak Oil" below).

A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive a substantial portion of our revenue from a limited number of customers. For the year ended December 31, 2023, Valero Energy Corporation, or Valero, accounted for 6.48% of our total revenues in our tankers segment. In addition, our only FSO customer for both of our FSO's as of December 31, 2023, was North Oil Company which accounted for 5% of our revenues as of such date. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer's failure to make charter payments to us because of financial inability, disagreements with us or otherwise.

In addition, a charterer may exercise its right to terminate the charter if, among other things:

•The vessel suffers a total loss or is damaged beyond repair;
•We default on our obligations under the charter, including prolonged periods of vessel off-hire;
•War, sanctions, or hostilities significantly disrupt the free trade of the vessel;
•The vessel is requisitioned by any governmental authority; or
•A prolonged force majeure event occurs, such as war, piracy, terrorism, global pandemic or political unrest, which prevents the chartering of the vessel, in each case in accordance with the terms and conditions of the respective charter.

In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications such as if average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount. Additionally, compensation under our FSO service contracts is based on daily performance and/or availability of each FSO in accordance with the requirements specified in the applicable FSO service contracts. The charter payments we receive under our FSO service contracts may be reduced or suspended (as applicable) if the vessel is idle, but available for operation, or if a force majeure event occurs, or we may not be entitled to receive charter payments if the FSO is taken out of service for maintenance for an extended period, or the charter may be terminated if these events continue for an extended period. In addition, our FSO service contracts have day rates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from these term contracts, our FSO service contracts include yearly escalation provisions. These provisions are designed to compensate us for certain cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable escalation provisions.

If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms as favourable to us as our current charters, or at all. We are exposed to changes in the spot market rates associated with the deployment of our vessels. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charter hire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.







5

We are dependent on spot charterers and any decreases in spot charter rates in the future may adversely affect our earnings and ability to pay dividends, if any.

As of December 31, 2023, 35 of our vessels were employed in the spot market, of which 29 of our vessels were employed in the Tankers International (TI) Pool, in which we were a founding member in 2000, nine of our vessels were employed on long-term charters, of which the average remaining duration is 3.1 years, including five vessels with profit sharing components. The number of vessels employed in the spot market and on long-term charters can vary depending on various factors attendant to the shipping industry.
We will be exposed to prevailing charter rates in the crude tanker sectors when these vessels' existing charters expire, and to the extent the counterparties to our fixed-rate charter contracts fail to honor their obligations to us. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent travelling in ballast to pick up cargo. When the current charters for our fleet expire or are terminated, it may not be possible to re-charter these vessels at similar rates, or at all, or to secure charters for any vessels we agree to acquire at similarly profitable rates, or at all. As a result, we may have to accept lower rates or experience off hire time for our vessels, which would adversely impact our revenues, results of operations and financial condition.
The spot market is very volatile and there have been and will be periods when spot charter rates decline below the operating cost of vessels. If future spot charter rates decline, we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends, if any, in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

We continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in the best interests of the Company.

We continuously evaluate potential transactions, such as business combinations, as well as the acquisition of vessels or related businesses, the expansion of our operations, repayment of existing debt, share repurchases, short term investments or other transactions, that we believe will be accretive to earnings, enhance shareholder value or are in the best interest of the Company. The diversion of management's attention, any delays or difficulties encountered in connection with a potential transaction, the failure to realize any or all of the anticipated benefits of the transaction or the ability to close such transaction within the time periods anticipated may have material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.

Potential organizational changes may impact us, potentially resulting in loss of business and the loss of key employees or declines in employee productivity. Uncertainties associated with any senior management transitions could lead to concerns from current and potential third parties with whom we do business, any of which could hurt our business prospects. Turnover in key leadership positions within the Company, or any failure to successfully integrate key new hires or promoted employees, may adversely impact our ability to manage the Company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of existing personnel, any of which could have a material adverse effect on our business, operating results, financial results and internal controls over financial reporting.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets. For instance, inflation has negatively impacted us by increasing our labor costs, through higher wages and higher interest rates, and operating costs. Supply chain constraints have led to higher inflation, which if sustained could have a negative impact on our product development and operations. If inflation or other factors were to significantly increase, our business operations may be negatively affected. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations. Increased inflation, including rising prices for items, such as fuel, parts and components, freight, packaging, supplies, labor and energy increases the Company's operating costs. The Company does not currently use financial derivatives to hedge against volatility in commodity prices. The Company uses market prices for materials, fuel, parts and components. The Company may be unable to pass these rising costs onto its customers. To mitigate this exposure, the Company attempts to include cost escalation clauses in its longer-term marine transportation contracts whereby certain costs, including fuel, can largely be passed through to its customers. Results of operations and margin performance can be negatively affected if the Company is unable to mitigate the impact of these cost increases through contractual means and is unable to increase prices to sufficiently offset the effect of these cost increases.
6


In 2023, the tanker market was strongly impacted by geopolitical events. United States and EU/G7 sanctions against Russian oil products officially took effect on February 5, 2023, which reinforced the trade on tonne mile recalibration that had already begun in 2022 in anticipation of the sanctions. In early October 2023, a military conflict in the Middle East and subsequent attacks in the region and against vessels forced several vessels to reroute away from the Red Sea. This added to the ton-mile growth already seen from the sanctions against Russia.

Geopolitical factors and restrictions on Panama Canal transits similarly resulted in longer sailing patterns. The consequent trade recalibration towards longer haul trade led to a change in tanker freight rates towards higher average levels and increased rate volatility.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (ESG) policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights in recent years, and have placed increasing importance on the implications and social costs of their investments.

In February 2021, the Acting Chair of the SEC issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings and in March 2021 the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement (the "Task Force"). The Task Force's goal is to develop initiatives to proactively identify ESG-related misconduct consistent with increased investor reliance on climate and ESG-related disclosure and investment. To implement the Task Force's purpose, the SEC has taken several enforcement actions, with the first enforcement action taking place in May 2022, and promulgated new rules. On March 21, 2022, the SEC proposed that all public companies are to include extensive climate-related information in their SEC filings. On May 25, 2022, SEC proposed a second set of rules aiming to curb the practice of "greenwashing" (i.e., making unfounded claims about one's ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies. On March 6, 2024, the SEC adopted final rules to require registrants to disclose certain climate-related information in SEC filings of all public companies. The final rules require companies to disclose, among other things: material climate-related risks; activities to mitigate or adapt to such risks; information about the registrant's Board of Directors' oversight of climate-related risks and management's role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. Further, to facilitate investors' assessment of certain climate-related risks, the final rules require disclosure of Scope 1 and/or Scope 2 greenhouse gas (GHG) emissions on a phased-in basis when those emissions are material; the filing of an attestation report covering the required disclosure of such registrants' Scope 1 and/or Scope 2 emissions, also on a phased-in basis; and disclosure of the financial statement effects of severe weather events and other natural conditions including, for example, costs and losses. The final rules include a phased-in compliance period for all registrants, with the compliance date dependent on the registrant's filer status and the content of the disclosure. However, on March 18, 2024, the Fifth Circuit Court of Appeals issued an administrative stay of the SEC's recent climate disclosure rule.

Failure to adapt to or comply with evolving investor, lender or other industry shareholder expectations and standards or the perception of not responding appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may damage such a Company's reputation or stock price, resulting in direct or indirect material and adverse effects on the Company's business and financial condition.

The increase in shareholder proposals submitted on environmental matters and, in particular, climate-related proposals in recent years indicates that we may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil transportation in which we are engaged. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude oil transport companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets.
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If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to implement, monitor, report and comply with wide ranging ESG requirements. Members of the investment community are also increasing their focus on ESG disclosures, including disclosures related to greenhouse gases and climate change in the energy industry in particular, and diversity and inclusion initiatives and governance standards among companies more generally. As a result, we may face increasing pressure regarding our ESG disclosures. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Moreover, from time to time, in alignment with our sustainability priorities, we aim at establishing and publicly announce goals and commitments in respect of certain ESG items, such as shipping decarbonization. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established standardized approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting negative publicity could adversely affect our reputation and/or our access to capital.

Finally, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other, non-fossil fuel markets, which could have a negative impact on our access to and costs of capital.

Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

As of December 31, 2023 and December 31, 2022, our total indebtedness was $930.7 million and $1,696.3 million respectively., and expect to incur additional indebtedness as we further expand our fleet. Borrowing under our credit facilities are secured by our vessels and certain of our and our vessel-owning subsidiaries' bank accounts and if we cannot service our debt, we may lose our vessels or certain of our pledged accounts. Borrowings under our credit facilities and other debt agreements requires us to dedicate a part of our cash flow from operations to paying interest and principal on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future. Amounts borrowed under our credit facilities bear interest at variable rates.

Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. If we do not generate or reserve enough cash flow from operations to enable us to satisfy our short-term or medium- to long-term liquidity requirements or to otherwise satisfy our debt obligations, we may have to undertake alternative financing plans, which could dilute shareholders or negatively impact our financial results.

However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, our lenders could elect to declare that our debt, totally or partially, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our credit facilities.

Our agreements governing our indebtedness also impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio, which means that the facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan, as a result of which a repayment in the same amount may be required. In addition, certain of our credit facilities will require us to satisfy certain financial covenants, which require us to, among other things, maintain:

•An amount of current assets, which may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year, that, on a consolidated basis, exceeds our current liabilities;
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•An aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
•An aggregate cash balance of at least $30.0 million; and
•A ratio of stockholders' equity to total assets of at least 30%.

In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:

•Effect changes in management of our vessels;
•Transfer or sell or otherwise dispose of all or a substantial portion of our assets;
•Declare and pay dividends, if any, if there is or will be, as a result of any dividend, an event of default or breach of a loan covenant; and
•Incur additional indebtedness.

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business. Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities, or those of our 50%-owned joint ventures.

As of December 31, 2023, and as of the date of this annual report, we were in compliance with the financial covenants contained and other restrictions in our debt agreements.

We depend on our executive officers and employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results and financial condition.

We depend on the efforts, knowledge, skill, reputations and business contacts of our executive officers and other key employees. Accordingly, our success will depend on the continued service of these individuals. We may experience departures of senior executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could, in the short term, have a material adverse effect on our business, results of operations and financial condition.

Rising fuel prices may adversely affect our profits.

Since we primarily employ our vessels in the spot market, we expect that fuel will typically be the largest expense in our shipping operations for our vessels. The cost of fuel, including the fuel efficiency or capability to use lower priced fuel, can also be an important factor considered by charterers in negotiating charter rates. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, such as the ongoing conflict between Russia and Ukraine, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries (OPEC), and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Fuel may therefore become much more expensive in the future and we might not be able to fully recover this increased cost through our charter rates.

Fuel is also a significant, if not the largest, expense in our shipping operations when vessels are operated on the spot market under voyage charter. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation. The impact of geopolitical risk on the price of fuel as well as the availability of the proper crude oil to refine into the necessary fuel oil molecules is expected to continue impacting prices going forward. Geopolitical issues coupled with the increase in regulatory pressure on emissions may result in fuel selection choices that may be more expensive than the conventional fuel that is available in the market. The introduction of the EU Emission Trading Scheme (EU ETS) into shipping has added an extra dimension to the fuel selection slate in choosing lower carbon fuels versus conventional fuel as an example, and the implementation of the FuelEU regulations and the Mediterranean Emissions Control Zone in 2025 is expected to add additional complexity and cost to an EU based voyage. The recent attacks on the Red Sea by Houthi's continued to exacerbate the east/west split on fuel oil flows, as arbitrage has been repriced to take into consideration the routing of oil from Europe to Singapore around the Cape of Good Hope. In 2023, VLSFO prices were impacted by the implementation of the Russian product price cap which pushed Russian lower sulfur components out of the available commercial pool. However, the introduction of new refinery capacity in the Eastern hemisphere, offset this as the Kuwait Petroleum Company Al Zour refinery began to produce commercially available quantities of VLSFO in the second half of 2023.
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Gas oil prices remained elevated throughout the year as Russian Distillates were removed from the commercially available pool causing Atlantic Basin distillates outpace Asian production cost. VLSFO prices in 2023 in Singapore averaged $615 USD/MT for the year with a high of $718 USD/MT and a low of $537 USD/MT. Gasoil prices averaged $795 USD/MT in Singapore with a high of $975 USD/MT and a low of $643 USD/MT.

With the exception of four VLCC vessels and five Suezmax vessels, none of our vessels are equipped with scrubbers and as of January 1, 2020 we have transitioned to burning IMO compliant fuels. We continue to evaluate different options in complying with IMO and other rules and regulations and continue to work closely with suppliers and producers of both scrubbers and alternative mechanisms. We currently procure physical low sulfur fuel oil directly on the wholesale market with a view to secure availability of qualitative compliant fuel and to capture volatility in prices between high sulfur and low sulfur fuel oil. The procurement of large quantities of low sulfur fuel oil implies a commodity price risk because of fluctuations in price between the time of purchase and consumption. While we may implement financial strategies with a view to limiting this risk, we cannot give assurance that such strategies will be successful in which case we could sustain significant losses which could have a material impact on our business, financial condition, results of operation and cash flow. The storage of and onward consumption on our vessels of the procured commodity may require us to blend, co-mingle or otherwise combine, handle or manipulate such commodities which implies certain operational risks that may result in loss of or damage to the procured commodities or the vessels and their machinery.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depend on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions. Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management. A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision, grounding and propulsion failure.

Beyond our vessels, we experience threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. A cyberattack that bypasses our IT security systems, causing an IT security breach, could lead to a material disruption of our IT systems and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks.

We rely on industry accepted security and control frameworks and technology to securely maintain confidential and proprietary information and personal data maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows. Furthermore, as from May 25, 2018, data breaches on personal data as defined in the General Data Protection Regulation 2016/679 (EU), could lead to administrative fines up to €20 million or up to 4% of the total worldwide annual turnover of the company, whichever is higher.

Additionally, cybersecurity researchers have observed increased cyberattack activity, and warned of heightened risks of cyberattacks in connection with the ongoing conflict between Russia and Ukraine and between Israel and Hamas. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. It is difficult to assess the likelihood of such threat and any potential impact at this time.

Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.

For more information on our cybersecurity risk management and strategy, please see "Item 16K. Cybersecurity." Our vessels are employed in a highly competitive market that is capital intensive.
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In the highly competitive international market, we may not be able to compete effectively for charters.

Competition arises from other vessel owners, including major oil companies, national oil companies or companies linked to authorities of oil producing or importing countries, as well as independent tanker companies which may all have substantially greater resources than us. Competition for the transportation of crude oil and other petroleum products depends on price, location, size, age, condition, sophistication and the acceptability of the vessel operator to the charterer. Competitors with greater resources could enter and operate larger tanker fleets through consolidations or acquisitions, and may be able to offer more competitive prices and fleets. We believe that because ownership of the world tanker fleet is highly fragmented, however, no single vessel owner is able to influence charter rates.

We are subject to certain risks with respect to our counterparties and failure of our counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and may enter in the future, various contracts, including shipbuilding contracts or long-term contracts such as the FSO vessels operating offshore Qatar, credit facilities, insurance agreements, voyage and time charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks.

Euronav has established a detailed counterparty risk policy to set forth processes for avoiding, monitoring, mitigating and effectively managing the risk of default through a credit limit system that restricts the exposure Euronav may have on any single counterparty, as well as other mitigating measures. Counterparty limits are monitored periodically and are calculated taking into account a range of factors that govern the approval of all counterparties, including an assessment of the counterparty's financial soundness and financial ratings (if any), reputation, compliance and regulatory/legal risk based on current and prospective risk to earnings or assets arising from violations by the counterparty of, or nonconformance with, international sanction lists (such as OFAC, UK Sanctions and Anti-Money Laundering Act, EU Sanction List), laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards.

Notwithstanding these measures, the ability and willingness of each of our counterparties to perform its payment and other obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, the supply and demand for commodities, such as oil and other petroleum products, work stoppages or other labor disturbances including as a result of the outbreak of COVID-19 and various expenses. Should a counterparty fail to honor its obligations under any such contract or attempt to renegotiate our agreements, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends, if any, to holders of our ordinary shares in the amounts anticipated or at all and compliance with covenants in our secured loan agreements.

In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts.

The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows, ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.

Global financial markets and economic conditions have been disrupted and volatile at times over the past decade, and economic growth is expected to slow, including due to supply-chain disruption, the surge in inflation and related actions by central banks and geopolitical conditions, with a significant risk of recession in many parts of the worlds in the near term, including in China especially in view of rising indebtedness and decreasing real estate values. Credit markets and the debt and equity capital markets have been distressed and the uncertainty surrounding the future of the global credit markets has resulted in reduced access to credit worldwide, particularly for the shipping industry. These issues, along with significant write-offs in the financial services sector, the re-pricing of credit risk and the uncertain economic conditions, have made, and may continue to make, it difficult to obtain additional financing. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our ordinary shares.

Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the availability and cost of obtaining money from the public and private equity and debt markets has become more difficult.
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Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt, and reduced, and in some cases ceased, to provide funding to borrowers and other market participants, including equity and debt investors, and some have been unwilling to invest on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, or that we will be able to refinance our existing and future credit facilities, on acceptable terms or at all. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

Further, in 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework by which financial institutions can assess the climate alignment of their ship finance portfolios, called the Poseidon Principles, and additional lenders have subsequently announced their intention to adhere to such principles. If the ships in our fleet are deemed not to satisfy the emissions and other sustainability standards contemplated by the Poseidon Principles, to which we are a participant, the availability and cost of bank financing for such vessels may be adversely affected.

Further, we may not be able to access our existing cash due to market conditions. For example, on March 10, 2023, the Federal Deposit Insurance Corporation (FDIC) took control and was appointed receiver of certain regional banks in the United States. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash may be threatened and could have a material adverse effect on our business and financial condition. In addition, if a bank, or the public, believes that a bank is not stable, the bank may institute procedures or rules to limit withdrawals and access to funds, which, if implemented, would have a material adverse effect on our business and financial condition.

If economic conditions throughout the world decline, this will impede our results of operations, financial condition and cash flows.

There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. Such changes could adversely affect our results of operations and cash flows.

We face risks attendant to changes in economic environments, changes in margins or interest rates, changes in sanctions regimes and trade restrictions imposed by governments especially as implemented in response to the invasion of Ukraine and the war between Israel and Hamas. We face risk in changing government regulations, and instability in the banking and securities markets around the world, among other factors. Major market disruptions may adversely affect our business or impair our ability to borrow amounts under our credit facilities or any future financial arrangements. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.

Continuing concerns over inflation, rising interest rates, energy costs, geopolitical issues, including acts of war, including those between Russia and Ukraine and between Israel and Hamas, trade tensions, such as those between the United States and China, and the availability and cost of credit have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence, have precipitated fears of a possible economic recession. Domestic and international equity markets continue to experience heightened volatility and turmoil. The weakness in the global economy has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping.

An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.

We anticipate a significant number of the port calls made by our vessels will continue to involve loading or discharging operations in ports in the Asia Pacific region. As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, especially in view of rising indebtedness and decreasing real estate, may have a material adverse effect on our business, financial condition and results of operations, as well as our future prospects.

We cannot assure you that the Chinese economy will not experience a significant contraction in the future. Furthermore, there is a rising threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness and "trade wars". In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries. Although the United States and China successfully reached an interim trade deal in January of 2020 that de-escalated the trade tensions with both sides rolling back tariffs, the extent to which the trade deal will be successfully implemented is unpredictable. A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition.
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If there is an economic slowdown in the Asia Pacific region, especially in China, it may have a negative effect on us. In recent history, China has had one of the world's fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. The growth rate of China's GDP for the year ended December 31, 2023, however, is estimated to be around 5.2%, down from the growth rate of 8.1% for the year ended December 31, 2021. Our financial condition and results of operations, as well as our future prospects, would likely be impeded by an economic downturn in any of these countries.

Also, several initiatives are underway in China with a view to reduce their dependency on (foreign) oil, such as the Net Zero 2060 initiative and development of shale oil on their own territory, which could impact the need for oil transportation services. The method by which China attempts to achieve carbon neutrality by 2060, and any attendant reduction in the demand for oil, petroleum and related products, could have a material adverse effect on our business, cash flows and results of operations.

In addition, President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly despite that carbon emissions are currently a prominent part of China's economic and industrial structure as it relies heavily on non-renewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand. Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of oil, an overall increase in the use of non-renewable energy as part of the energy consumption mix and through other means, any reduction in the demand for oil and oil products and our tanker vessels could have a material adverse effect on our business, cash flows and results of operations.

The Chinese government may adopt policies that favor domestic oil tanker companies and may hinder our ability to compete with them effectively. For example, China imposes a tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similar regulations, such as the recently promoted environmental taxes on coal, by China may result in an increase in the cost of raw materials imported to China and the risks associated with importing raw materials to China, as well as a decrease in any raw materials shipped from our charterers to China. This could have an adverse impact on our charterers' business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us.

A shift in consumer demand from oil towards other energy sources may have a material adverse effect on our business.

A significant portion of our earnings are related to the oil industry and our lack of diversification will potentially affect the demand for our vessels. We rely almost exclusively on the cash flows generated from charters for our vessels that operate in the tanker sector of the shipping industry. Due to our lack of diversification, adverse developments in the tanker shipping industry have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of business. Adverse developments in the tanker business could therefore reduce our ability to meet our payment obligations and our profitability.

A shift in or disruption of the consumer demand from oil towards other energy resources such as electricity, natural gas, liquefied natural gas, renewable energy, hydrogen or ammonia will potentially affect the demand for our tankers. A shift from the use of internal combustion engine vehicles to electric vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

"Peak oil" is the year when the maximum rate of extraction of oil is reached. The International Energy Agency, or the IEA, recently announced a forecast of "peak oil" during the late 2020s. OPEC maintains that demand for "peak oil" will not be reached until at least 2040, despite transition toward other energy sources. Irrespective of "peak oil", the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy, nuclear energy or renewable, which appears to be accelerating as a result of shifts in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and refined products worldwide.

The IEA noted in its Global Electric Vehicles, or EV, Outlook 2023 that a total of 14% of all new cars sold were electric in 2022, up from around 9% in 2021 and less than 5% in 2020. Electric car sales in 2023 were 14.1 million, up 34% from 2022. Under the IEA Stated Policies Scenario (STEPS), the global outlook for the share of electric car sales based on existing policies and firm objectives has increased to 35% in 2030, up from less than 25% in the previous outlook.
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The IEA has stated that, based on existing policies, oil demand from road transport is projected to peak around 2025 in the STEPS, with the amount of oil displaced by electric vehicles exceeding five million barrels per day in 2030. A growth in EVs or a slowdown in imports or exports of crude oil products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Changes to trade patterns for oil and oil products may have a material adverse effect on our business.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of oil and oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Lack of technological innovation to meet quality and efficiency requirements could reduce our charter hire income and the value of our vessels.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel's efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbours, utilize related docking facilities and pass through canals and straits. The length of a vessel's physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. More technologically advanced tankers have been built, since our vessels were constructed and tankers with further advancements may be built that are even more efficient or more flexible or have longer physical lives, including new vessels powered by alternative fuels or which are otherwise perceived as more environmentally friendly by charterers. We face competition from companies with more modern vessels with more fuel efficient designs than our vessels, and if new tankers carriers are built that are more efficient or more flexible or have longer physical lives than the current eco vessels, competition from the current eco vessels and any more technologically advanced vessels including with respect to propulsion technology could adversely affect the amount of charter hire payments we receive for our vessels and the resale value of our vessels could significantly decrease. In these circumstances, we may also be forced to charter our vessels to less creditworthy charterers, either because the oil majors and other top tier charters will not charter older and less technologically advanced vessels or will only charter such vessels at lower contracted charter rates than we are able to obtain from these less creditworthy, second tier charterers. Similarly, technologically advanced vessels are needed to comply with environmental laws, the investment, in which along with the foregoing, could have a material adverse effect on our results of operations, charter hire payments, resale value of vessels, cash flows financial condition and ability to pay dividends, if any.

Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.

As of December 31, 2023, we currently have five vessels under construction. These construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, public health threats, adverse weather conditions or any other potential events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel.

If for any reason we default under any of our newbuilding contracts, or otherwise fail to take delivery of our newbuilding vessels, we would be prevented from realizing potential revenues from such vessels, we could also lose all or a portion of our investment, including any installment payments made, and we could be liable for penalties and damages under such contracts. as well as suffer reputational damage.

In addition, in the event a shipyard does not perform under its contract, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

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If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations, or other applicable governmental authorities, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.

Although no vessels owned or operated by us have called on ports located in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government, the European Union, U.K. or other applicable governmental authorities (Sanctioned Jurisdictions) in violation of sanctions or embargo laws during 2023, and we endeavour to take precautions reasonably designed to mitigate such risks, it is possible that, in the future, our vessels may carry cargo from or call on ports in Sanctioned Jurisdictions on charterers' instructions and/or without our knowledge and consent. Our Charterers and other counterparties could also be involved in sanctioned trade without their knowledge and consent, this could have an effect on us being in the line of parties. If such activities result in violation of applicable sanctions or embargo laws, we could be subject to monetary fines, penalties, suspension of our license to operate or other sanctions, and our reputation and the market for our ordinary shares could adversely affected.

U.S. sanctions exist under a strict liability regime. A party need not know it is violating sanctions and need not intend to violate sanctions to be liable. We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct, or the conduct of a charterer, is consistent with our sanctions-related policies, unintentional or inadvertent.

The laws and regulations of these different jurisdictions vary in their application, and do not all apply to the same covered persons or proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the restrictions they impose over time, and the lists of persons and entities designated under these laws and regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. The U.S. and EU both have enacted new sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have, and in the future will, become the target of sanctions. These require us to be diligent in ensuring our compliance with sanctions laws. Further, the U.S. has increased its focus on sanctions enforcement with respect to the shipping sector. Current or future counterparties of ours may be or become affiliated with persons or entities that are now or may in the future be the subject of sanctions imposed by the U.S. Government, the European Union, and/or other international bodies. If we determine that such sanctions or embargoes require us to terminate existing or future contracts to which we, or our subsidiaries are a party or if we are found to be in violation of such applicable sanctions or embargoes, we could face monetary fines, we may suffer reputational harm and our results of operations may be adversely affected.

As a result of Russia's actions in Ukraine and the war between Israel and Hamas, the U.S., EU and United Kingdom, together with numerous other countries, have imposed significant economic sanctions which may adversely affect our ability to operate in the region and also restrict parties whose cargo we carry. Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the importation of certain Russian energy products and other goods, and new investments in the Russian Federation. These sanctions further limit the scope of permissible operations and cargo we may carry.

Since February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflict in the Ukraine region, which may adversely impact our business, given Russia's role as a major global exporter of crude oil and natural gas. Both the EU as well as the United States have implemented sanction programs, which includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on new investments in Russia, among other restrictions. Furthermore, the EU and the United States have also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. These prohibitions took effect on December 5, 2022 with respect to the maritime transport of crude oil and took effect on February 5, 2023 with respect to the maritime transport of other petroleum products. An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2023, and intend to maintain such compliance, there can be no assurance that we have been or will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations, or under circumstances where our vessels may have carried cargo from or taken cargo aboard for storage, or called on ports in Sanctioned Jurisdictions on charterers' instructions and/or without our consent.
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Sanction regulations can change quickly and we could be involved in sanctioned trade because of third parties over which we have no control. Any such violation could result in reputational damages, fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. This could further impact our loan agreements and other transactions with various banks.

Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect our business.

Terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both the Company's ability to charter its vessels and the charter rates payable under any such charters. In addition, Euronav operates in a sector of the economy that is likely to be adversely impacted by the effect of political instability, terrorist or other attacks, war or international hostilities. In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Black Sea in connection with the conflicts between Russia and the Ukraine. This could lead to certain areas or routes not being available for shipping and therefore creating additional costs for alternative itineraries, including in connection with the recent attacks by Houthi movement in the Red Sea following the recent conflicts between Israel and Hamas. Various shipping companies have indicated that their vessels would avoid the Red Sea while the conflict is ongoing, which is commonly used to access the Suez Canal, and for the time being divert vessels around southern Africa's Cape of Good Hope, which adds substantial time and cost to East-West voyages.

Recent developments in the Ukraine region and continuing conflicts in the Middle East may lead to additional armed conflicts around the world, which may contribute to further economic instability in the global financial markets and international commerce. Additionally, any escalations between the North Atlantic Treaty Organization countries and Russia could result in retaliation from Russia that could potentially affect the shipping industry.

Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.

These uncertainties could also adversely affect our ability to obtain additional financing or insurance on terms acceptable to us or at all. Or could lead to cancellations of insurances for certain areas. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

These factors could also increase the costs to the Company of conducting its business, particularly crew, insurance and security costs, and prevent or restrict the Company from obtaining insurance coverage, all of which have a material adverse effect on our business, financial condition, results of operations and cash flows.

Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien-holder may enforce its lien by "arresting" or "attaching" a vessel through judicial or foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period. In addition, in jurisdictions where the "sister ship" theory of liability applies, such as South Africa, a claimant may arrest the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own. Under some of our present charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our charter and the charterer may terminate the charter, which will negatively impact our revenues and cash flows.

Despite our efforts to manage exposure to the volatility of interest rates under our financing agreements, interest rate volatility could affect our profitability, earnings and cash flow.

Currently all bank loans in Euronav are based on the Secured Overnight Financing Rate (SOFR). In order to manage our exposure to interest rate fluctuations under SOFR or any other alternative rate, we have and may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives.
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Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position.

In June 2023, the publication of USD LIBOR, the interest rate at which banks lent US dollars to each other, ceased. It has already been a few years that the relevant authorities had been warning of the need to abandon the LIBOR in favour of SOFR. SOFR is a much more resilient rate than LIBOR was because of how it is produced and the depth and liquidity of the markets that underlie it. As an overnight secured rate, SOFR better reflects the way financial institutions fund themselves today. Currently all bank loans in Euronav are based on the SOFR reference rate.

Variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

Our credit facilities use variable interest rates and expose us to interest rate risk. If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our profitability and cash available for servicing our indebtedness would decrease.

Dependence on third party service providers.

The Company currently outsources to third party service providers certain management services of its fleet, including certain aspects of technical, commercial and crew management. In particular, the Company has entered into ship management agreements that assign technical and crew management responsibilities to a third-party technical manager for 11% of the Company's fleet and the Company has transferred commercial management of part of its fleet to the Tankers International Pool or TI Pool.

In such outsourcing arrangements, the Company has transferred direct control over technical, crew and commercial management of the relevant vessels, while maintaining significant oversight and audit rights, and must rely on third party service providers to, among other things:

•Comply with their respective contractual commitments and obligations owed to the Company, including with respect to safety, security, quality, proper crew management and environmental compliance of the operations of the Company's vessels;
•Comply with requirements imposed by the U.S. government, the UN and the EU (i) restricting certain transactions and calls on ports located in countries that are subject to sanctions and embargoes and (ii) prohibiting bribery and other corrupt practices;
•Respond to changes in customer demands for the Company's vessels;
•Obtain supplies and materials necessary for the operation and maintenance of the Company's vessels;
•Recruit crew members with training, licenses and experience appropriate for the Company's vessels; and
•Mitigate the impact of labor shortages and/or disruptions relating to crews on the Company's vessels.

The failure of third-party service providers to meet such commitments could lead to legal liability for or other damages to the Company. The third-party service providers the Company has selected may not provide a standard of service comparable to that which the Company would provide for such vessels if the Company directly provided such services. The Company relies on its third-party service providers to comply with applicable law, and a failure by such providers to comply with such laws may subject the Company to liability or damage its reputation even if the Company did not engage in the conduct itself. Furthermore, damage to any such third party's reputation, relationships or business may reflect on the Company directly or indirectly and could have a material adverse effect on the Company's reputation and business.

The third-party managers have the right to terminate their agreements. If the third-party manager exercises that right, the Company will be required either to enter into substitute agreements with other third parties or to assume those management duties. The Company may not succeed in negotiating and entering into such agreements with other third parties and, even if it does so, the terms and conditions of such agreements may be less favorable to the Company. Furthermore, if the Company is required to dedicate internal resources to managing its fleet (including, but not limited to, hiring additional qualified personnel or diverting existing resources), that could result in increased costs and reduced efficiency and profitability. Any such changes could result in a temporary loss of customer approvals, could disrupt the Company's business and have a material adverse effect on the Company's business, results of operations and financial condition.

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Attracting and retaining motivated, well-qualified seagoing personnel is a top priority. In addition to our shore-based personnel, we employ officers and crew members on our owned fleet. In crewing our vessels, we employ certain employees with specialized training who can perform physically demanding work. If our crew are unable to adequately perform, it may negatively impact our business, financial condition or results of operations. This could harm our reputation as a safe and reliable vessel owner and operator.

Risks Relating to Legal and Regulatory Matters

We are subject to complex laws and regulations, including environmental laws and regulations that can increase our liability and adversely affect our business, results of operations and financial condition.

We operate worldwide, where appropriate, through agents or other intermediaries. Compliance with complex local, foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (in particular the European General Data Protection Regulation, enforceable as from May 25, 2018 and the EU-US Privacy Shield Framework, as adopted by the European Commission on July 12, 2016), labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. federal laws such as the FCPA and other U.S. federal laws and regulations established by the U.S. Department of the Treasury's Office of Foreign Assets Control or other agencies, local laws such as the UK Bribery Act 2010 or other local laws which prohibit corrupt payments to governmental officials or certain payments or remunerations to customers.

Given the high level of complexity of these laws, there is a risk that we, our agents or other intermediaries may inadvertently breach certain provisions thereunder. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations also could result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

Our operations are also subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. Oil spills that occur from time to time may also result in additional legislative or regulatory initiatives that may affect our operations or require us to incur additional expenses to comply with such new laws or regulations.

These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.

Environmental requirements can also affect the resale value or useful lives of our vessels, could require a reduction in cargo capacity, ship modifications or operational changes or restrictions, could lead to decreased availability of insurance coverage for environmental matters or could result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including clean-up obligations and natural resource damages liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our operations. A failure to comply with applicable environmental laws and regulations, or to obtain or maintain necessary environmental permits or approvals, or a non-compliant release of oil could subject us to significant administrative and civil fines and penalties, and other civil or criminal sanctions, remediation costs for natural resource damages, third-party damages, material adverse publicity and, in certain instances, seizure or detention of our vessels.

Environmental laws often impose strict liability for remediation of spills and releases of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. We could also become subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing or historic operations.
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Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

Now there are a lot of non-mandatory sustainability (non-financial information) reporting standards. Companies are not obliged to structure their sustainability reporting framework based on these standards, such as the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI), however, increasing consistency and transparency increases awareness and visibility towards stakeholders and investors providing a benchmarking foundation. On January 5, 2023 the Corporate Sustainability Reporting Directive (CSRD) entered into force (2022/2464/EU). This new directive modernizes and strengthens the rules about the social and environmental information that companies have to report. A broader set of large companies, as well as listed SMEs, will now be required to report on sustainability. Companies subject to the CSRD will have to report risks and opportunities arising from social and environmental issues according to European Sustainability Reporting Standards (ESRS). The standards will be tailored to EU policies, while building on and contributing to international standardization initiatives. The CSRD also makes it mandatory for companies to have an audit of the sustainability information that they report. In addition, it provides for the digitalization of sustainability information. The first companies will have to apply the new rules for the first time in financial year 2024, for reports published in 2025. The diligence and granularity level of that new reporting framework is unprecedented. Therefore, we will need to dedicate additional resources for monitoring, managing and securing compliance with that new framework. That implies extra financial resources leveraged for addressing such new compliance requirement both channeled to internal or external expertise acquisition and external auditing services. Lack of compliance with such requirements may have adverse impacts on our Company image and financial penalties: potential public declaration describing infraction and identifying entity, cease-and-desist orders or administrative penalties.

The EU Emissions Trading System (ETS) makes polluters pay for their greenhouse gas emissions, helps bring emissions down and generates revenues to finance the EU's green transition. It operates in all EU countries, Iceland, Liechtenstein and Norway. The shipping industry is involved as from 2024. In 2025, shipping companies will have to pay for 40% of their emissions reported in 2024. In 2026, this will increase to 70% of the emissions reported in 2025 and will further increase to 100% in 2026. Shipowners will need to register, open accounts and follow a specific way of reporting their emissions. Charterparties need to include new clauses regarding the subject and divide responsibilities between Owners and Charterers in order to comply with the regulation. This generates a lot of additional work on operational, legal and administration side. being non-compliant with the rules could lead to sanctions, whether this is due to not knowing the new regulations very well, making errors in the submission of the amount of emission, poor agreements between Owners and Charterers, etc. This could have a material adverse effect on our business.

In addition, many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our compliance with these requirements could be costly. To comply with these and other regulations, including: (i) the sulfur emission requirements of Annex VI of the International Convention for the Prevention of Marine Pollution from Ships (MARPOL), which instituted a global 0.5% (lowered from 3.5% as of January 1, 2020) sulfur cap on marine fuel consumed by a vessel, unless the vessel is equipped with a scrubber, and (ii) the International Convention for the Control and Management of Ships' Ballast Water and Sediments of the International Maritime Organization (IMO), which requires vessels to install expensive ballast water treatment systems, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage. The increased demand for low sulfur fuels may increase the costs of fuel for our vessels that do not have scrubbers. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of doing business and which may materially and adversely affect our operations.

Please see "Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations on Tankers and FSOs" for a discussion of the environmental and other regulations applicable to us.

We are subject to international safety regulation and if we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by government regulations in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. As such, we are subject to the requirements set forth in the IMO's International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, the International Ship & Port Facility Security Code.
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or ISPS Code, promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974, or SOLAS, as well as to other conventions, mainly MARPOL, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, etc. Failure to comply with these requirements may subject us to increased liability, may decrease available insurance coverage for the affected ships, and may result in denial of access to, or detention in, certain ports. The U.S. Coast Guard or USCG and E.U. Authorities enforce compliance with the ISM and ISPS Codes and prohibit non-compliant vessels from trading in U.S. and E.U. ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

Please see "Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations on Tankers and FSOs" for a discussion of the environmental and other regulations applicable to us.

Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.

The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Hong Kong Convention, aims to ensure ships, being recycled once they reach the end of their operational lives, do not pose any unnecessary risks to the environment, human health and safety. In June 2023, the Hong Kong Convention was ratified by
the required number of countries, and this will enter into force in June 2025. Upon the Hong Kong Convention's entry into force, each ship sent for recycling will have to carry an inventory of its hazardous materials. The hazardous materials, whose use or installation are prohibited in certain circumstances, are listed in an appendix to the Hong Kong Convention. Ships will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to the ship being recycled.

The Hong Kong Convention will enter into force 24 months after the date on which 15 IMO member states, representing at least 40% of world merchant shipping by gross tonnage, have ratified or approve accession. As of the date of this annual report, 63 countries have ratified or approved accession of the Hong Kong Convention, and the requirement of 40% of world merchant shipping by gross tonnage has now been satisfied. The Hong Kong Convention is expected to come into force on June 26, 2025 due to the 24 months waiting period.

On November 20, 2013, the European Parliament and the Council of the EU adopted the EU Ship Recycling Regulation, or ESSR, which, among other things, retains the requirements of the Hong Kong Convention and requires that certain commercial seagoing vessels flying the flag of an EU Member State may be recycled only in facilities included on the European List.

Under the ESSR, commercial EU-flagged vessels of 500 gross tonnage and above may be recycled only at shipyards included on the European List. As of December 31, 2023, all our EU-flagged vessels met this weight specification. The European List presently includes nine facilities in Turkey but no facilities in the major ship recycling countries in Asia. The combined capacity of the European List facilities may prove insufficient to absorb the total recycling volume of EU-flagged vessels. This circumstance, taken in tandem with the possible decrease in cash sales, may result in longer wait times for divestment of recyclable vessels as well as downward pressure on the purchase prices offered by European List shipyards. Furthermore, facilities located in the major ship recycling countries generally offer significantly higher vessel purchase prices, and as such, the requirement that we utilize only European List shipyards may negatively impact revenue from the residual values of our vessels.

These regulatory requirements may lead to cost escalation by shipyards, repair yards and recycling yards. This may then result in a decrease in the residual recycling value of a vessel which could potentially not cover the cost to comply with the latest requirements, which may have an adverse effect on our future performance, results of operations, cash flows and financial position.



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Regulations relating to ballast water discharge may adversely affect our revenues and profitability.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel's ballast water. Depending on the date of the International Oil Pollution Prevention or IOPP renewal survey, existing vessels constructed before September 8, 2017 are required to comply with the updated D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Vessels constructed (keel-laid) on or after September 8, 2017 are required to comply with the D-2 standards on or after September 8, 2017.

Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (VGP) program and U.S. National Invasive Species Act (NISA) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act or (VIDA), which was signed into law on December 4, 2018, requires that the U.S. Environmental Protection Agency (EPA) develop national standards of performance for approximately 30 discharges, similar to those found in the VGP, within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incident Discharge National Standards of Performance under VIDA. On October 18, 2023, the EPA published a supplemental notice of the proposed rule sharing new ballast water data received from the U.S. Coast Guard, or USCG, and providing clarification on the proposed rule. The public comment period for the proposed rule ended on December 18, 2023. Once EPA finalizes the rule (possibly by Fall 2024), USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years. The new regulations could require the installation of new equipment, which may cause us to incur substantial additional costs which may adversely affect our profitability.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries, the European Commission and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, taxonomy of ‘green' economic activities, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, IMO's Marine Environment Protection Committee (MEPC) announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of January 1, 2020. Additionally, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the Energy Efficiency Design Index (EEDI) for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.

The European Commission has proposed adding shipping to the EU Emission Trading Scheme (EU ETS) as of 2023 with a phase-in period. Shipowners will need to purchase and surrender a number of emission allowances that represent their recorded carbon emission exposure for a specific reporting period. The person or organization responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the outset. Big offshore vessels of 5,000 gross tonnage and above will be included in the Monitoring, Reporting and Verification (MRV') of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Compliance with the Maritime EU ETS could result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane. Additionally, on July 25, 2023, the European Council of the European Union adopted the Maritime Fuel Regulation under the FuelEU Initiative of its "Fit-for-55" package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, the Maritime Fuel Regulation requires that greenhouse gas emissions from covered vessels are reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% from January 1, 2050). Additional EU regulations which are part of the EU's Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.

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The EU ETS will be applied for maritime shipping as of 2024 with a phase-in period. Shipowners will need to purchase and surrender a number of emission allowances that represent their MRV-recorded carbon emission exposure for a specific reporting period. The geographical scope covers emissions generated at berth and on intra-EU voyages as well as 50% of the energy sources used on voyages inbound and outbound to/from the EU. The person or organization responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU's Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.

While an EU ETS could accelerate building more efficient ships, any regional system comes with significant administrative burden and a risk of market distortion. To drive the market towards more energy efficient ships, it is crucial that the EU polluter pays principle is applied. In terms of shipping chartering agreements, the 'polluter' might be considered as the body responsible for the decision of speed. The level of speed is dictating the fuel consumption during voyage and impact of greenhouse gas (GHG) emissions. Therefore, we believe that compliance accountability should lie to the entities that decide on the operational speed of the vessel.

Territorial taxonomy regulations in geographies where we are operating and are regulatory liable, such as EU Taxonomy, might jeopardize the level of access to capital. For example, the EU has already introduced a set of criteria for economic activities which should be framed as ‘green', called EU Taxonomy. The EU Taxonomy is a classification regulatory system which attempts to identify environmentally sustainable economic activities. The requirement to deliver sustainability indicators under Article 8 of the Taxonomy Regulation is applicable as of 01/01/2022, to companies subject to the obligation to publish non-financial statements in accordance with Article 19a or Article 29a of the Accounting Directive 2013/34/EU. The Non-financial Reporting Directive (Directive 2014/95/EU, NFRD) is an amendment to the Accounting Directive (Directive 2013/34/EU). Under the NFRD, large listed companies, banks and insurance companies ('public interest entities') with more than 500 employees are required to publish reports on the policies they implement in relation to social responsibility and other sustainability related information (Act 14, Art. 1 and Art. 29a). Article 8 of the Taxonomy Regulation requires companies falling within the scope of the existing NFRD, and additional companies brought under the scope of the proposed Corporate Sustainability Reporting Directive, to report certain indicators on the extent to which their activities are sustainable as defined by the EU Taxonomy.

Taxonomy and NFRD application apply to companies with an average number of employees during the specific financial year exceeding 500 and a balance sheet total exceeding €20 million or net turnover exceeding €40 million on balance sheet date. Euronav employs approximately 3,000 people, on shore and on board, whilst the majority of them are seafarers. Seafarers are not classified as FTEs as they are associated with external agents. Euronav had 440 FTEs on our payroll registered. Given that condition the Company does not qualify for mandatory reporting of EU Taxonomy eligibility and alignment. This is going to be waived once Euronav is subject to CSRD and European Sustainability Reporting Standards (ESRS) where the Company will be required to report its Taxonomy eligibility and alignment as part of CSRD reporting requirements. The outcome of such provision might result in either an increase in the cost of capital and/or gradually reduced access to financing.

Since January 1, 2020, ships must either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas or other alternative energy sources, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. To achieve a 40% reduction in carbon emissions by 2023 compared to 2008, shipping companies are required to include: (i) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index ("EEXI"), and (ii) operational carbon intensity reduction requirements, based on a new operational Carbon Intensity Indicator ("CII"). The EEXI is required to be calculated for ships of 400 gross tonnage and above. The IMO and MEPC will calculated "required" EEXI levels based on the vessel's technical design, such as vessel type, date of creation, size and baseline. Additionally, an "attained" EEXI will be calculated to determine the actual energy efficiency of the vessel. A vessel's attained EEXI must be less than the vessel's required EEXI. Non-compliant vessels will have to upgrade their engine to continue to travel.
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With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. The vessel's attained CII must be lower than its required CII. Vessels that continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance. MEPC 79 also adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. The amendments will enter into force on May 1, 2024. This will require new clauses in the Charterparties which forms a burden on administration side and needs to legally protect Owners in case Charterers do not comply with requirements. This could lead to adverse effects on our operations, our legal and financial situation. In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.

Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved Ship Energy Efficiency Management Plan, or SEEMP, on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held on June 2021, entered into force on November 1, 2022 and became effective on January 1, 2023.

MPEC 76 adopted amendments to the International Convention on the Control of Harmful Anti-Fouling Systems on Ships, 2001, or the AFS Convention, which have been entered into force on January 1, 2023. From this date, all ships shall not apply or re-apply anti-fouling systems containing cybutryne on or after January 1, 2023; all ships bearing an anti-fouling system that contains cybutryne in the external coating layer of their hulls or external parts or surfaced on January 1, 2023 shall either: remove the anti-fouling system or apply a coating that forms a barrier to this substance leaching from the underlying non-compliance anti-fouling system.

On November 13, 2021, the Glasgow Climate Pact was announced following discussions at the 2021 United Nations Climate Change Conference ("COP26"). The Glasgow Climate Pact calls for signatory states to voluntarily phase out fossil fuels subsidies. A shift away from these products could potentially affect the demand for our vessels and negatively impact our future business, operating results, cash flows and financial position. COP26 also produced the Clydebank Declaration, in which 22 signatory states (including the United States and United Kingdom) announced their intention to voluntarily support the establishment of zero-emission shipping routes. Governmental and investor pressure to voluntarily participate in these green shipping routes could cause us to incur significant additional expenses to "green" our vessels.

In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition to the peak oil risk from a demand perspective, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Risk Factors Relating to Tax Matters

United States tax authorities could treat us as a "passive foreign investment company," which could have adverse United States federal income tax consequences to United States shareholders.

A foreign corporation will be treated as a "passive foreign investment company" (PFIC) for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
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For purposes of these tests, income derived from the performance of services does not constitute "passive income." United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our current and proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, our income from our time and voyage chartering activities should not constitute "passive income," and the assets that we own and operate in connection with the production of that income should not constitute assets that produce or are held for the production of "passive income."

There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States federal income tax consequences and incur certain information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to United States federal income tax at the then prevailing rates on ordinary income plus interest, in respect of excess distributions and upon any gain from the disposition of their ordinary shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the ordinary shares.

See "Item 10. Additional Information E. Taxation-Passive Foreign Investment Company Status and Significant Tax Consequences" for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.

We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.

Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax imposed by Section 887 of the Code on a gross basis without allowance for deductions, unless that corporation qualifies for exemption from taxation under Section 883 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury or an applicable U.S. income tax treaty. Since under the sourcing rules described above, no more than 50% of our shipping income is treated as being derived from United States sources, the maximum effective rate of United States federal income tax on our shipping income will not exceed 2% under the 4% gross basis tax regime.

We and our subsidiaries continue to take the position that we qualify for either this statutory tax exemption or exemption under an income tax treaty for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source shipping income. For example, we may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in our ordinary shares (5% Shareholders) owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there does not exist sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders from owning 50% or more of our ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% Shareholders. Due to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.

If we or our subsidiaries were not entitled to exemption under Section 883 of the Code or exemption under an income tax treaty for any taxable year, we or our subsidiaries could be subject for such year to an effective 2% United States federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or from the United States.
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The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.

We may also be subject to tax in other jurisdictions, which could reduce our earnings.

Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to any dividends or other distributions made by us.

Any dividends or other distributions we make to shareholders will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990, or the Parent-Subsidiary Directive or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by us. Our shareholders residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.-Belgium Treaty. The U.S.-Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Treaty. The 5% withholding tax applies in cases where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Treaty.

Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.

Shortly after its incorporation in 2003, Euronav applied for treatment under the Belgian tonnage tax regime. It was declared eligible for this regime by the Federal Finance Department on October 23, 2003 for a ten-year period. In line with the tonnage tax regulations, which are part of the normal corporate tax regime in Belgium, profits from the operation of seagoing vessels are determined on a lump sum basis based on the net registered tonnage of the particular vessels. After this first ten-year period had elapsed, the tonnage tax regime has been automatically renewed for another ten-year period. The Belgian Ruling Commission formally confirmed that the Tonnage Tax Regime applies until the end of 2023. The application for prolongation of this Tonnage Tax Regime as from 2024 was timely filed before the end of 2023 and is currently pending approval. This tonnage tax replaces all factors that are normally taken into account in traditional tax calculations, such as profit or loss, operating costs, depreciation, gains and the offsetting of past losses of the revenues taxable in Belgium.

Changes to the tax regimes applicable to us, or the interpretation thereof, may impact our future operating results.

Euronav is also operating vessels under Belgian, French, Greek, Marshall Island and Liberian Flag for which the Company is paying the required tonnage tax in these particular jurisdictions.

There is, however, no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed such as, but not limited to, a global minimum tax, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels. To the extent such changes would be implemented on the EU level only, the global level playing field may be distorted and put the Company in a weaker competitive position compared to its non-EU peer companies.

Changes in tax regulations from other countries we are involved with due to our global trade may affect our business and future operations.

Foreign countries may impose new tax laws which can impact the shipping industry. It is also possible that already existing foreign tax law is not known by us and can have a material effect on our financial position. We can not be sure that we are always aware of all tax law in each country our vessels trade to or all countries we are involved with due to our global trade.
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The lack of this information may lead to heavy tax claims from foreign countries directed to us as a Shipowner. This could affect us financially for the past, current and future trade of our vessels.

The Nigerian Federal Inland Revenue Service (FIRS) has commenced a tax compliance exercise for the period of 2010-2019 towards non-resident companies trading in Nigeria. The Federal Government of Nigeria granted a 3-month window from 19 June 2023 for international shipping companies operating in Nigeria to regularize their tax status in Nigeria and another window from September 19, 2023 to December 31, 2023 for affected companies to pay all their outstanding taxes to the Federal Government of Nigeria. An extension was provided till March 2024 with a degree on the waiver for penalties and interests claimed. Despite the Double Tax Treaty between Belgium and Nigeria, the Nigerian government has shown to be difficult in cooperating on the subject. If the legal tax issues are not handled with proper care,this could result in an adverse effect on our financial situation, our trade and operations going forward.

Other foreign tax regulations which are not or not well known by us can affect our business in an adverse way even for events taking place in the past. This could be for taxes due because of our global trade, the flag of our vessels, the places where or offices are located, places where our vessels are moored or because of some underlying contracts we might have (e.g. Charterparty, insurance, etc.). The impact of these tax laws could have an adverse effect on our legal and financial position and influence our trade and operations going forward.

Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.

We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the world. For instance, there is a high level of uncertainty in today's tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development's, or OECD, two-pillar base erosion and profit shifting project. In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the digitalization of the economy and, in 2024, these guidelines were declared effective and must now be enacted by those OECD member countries. It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on our results of operations and financial results.

Risks Relating to Investment in our Ordinary Shares

The price of our ordinary shares has fluctuated in the past, has been volatile and may be volatile in the future, and as a result, investors in our ordinary shares could incur substantial losses.

Our share price may be highly volatile and future sales of our ordinary shares could cause the market price of our ordinary shares to decline.

The market price of our ordinary shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic, regulatory and ESG trends, general market conditions, rumors and fabricated news, and other factors, many of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume variability due to various factors, including the prospect of increased interest rates, notable market fluctuations in the first calendar quarter of 2022 to date. If the volatility in the market continues or worsens, it could have an adverse effect on the market price of our ordinary shares and impact a potential sale price if holders of our ordinary shares decide to sell their shares.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. The price of our ordinary shares has ranged from a price of between $12.94 and $19.18 between January 1, 2023 and December 31, 2023. Our stock prices may experience rapid and substantial decreases or increases in the foreseeable future that are unrelated to our operating performance or prospects. The stock market in general and the market for shipping companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience substantial losses on their investment in our ordinary shares. The market price for our ordinary shares may be influenced by many factors, including the following:
•Investor reaction to the execution of our business strategy, including mergers and acquisitions;
•Shareholder activism;
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•Our continued compliance with the listing standards of NYSE and/or Euronext Brussels;
•Regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry, including those related to climate change;
•Variations in our financial results or those of companies that are perceived to be similar to us;
•Our ability or inability to raise additional capital and the terms on which we raise it;
•Declines in the market prices of stocks generally;
•Trading volume of our ordinary shares;
•Shorting activity in relation to our share;
•Sales of our ordinary shares by us or our stockholders;
•General economic, industry and market conditions; and
•Other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.

These broad market and industry factors may seriously harm the market price of our ordinary shares, regardless of our operating performance, and may be inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value. Since the stock price of our ordinary shares has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our ordinary shares could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices.

Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of our ordinary shares, known as a "short squeeze". These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the Company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we will not be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.

From time to time our Supervisory Board may authorize a share buyback within the Belgian legal framework. There is no guarantee that we will repurchase shares at a level anticipated by stockholders or at all, which could reduce returns to our stockholders. Once authorized, decisions to repurchase our ordinary shares will be at the discretion of our Management Board, based upon a review of relevant considerations.

In accordance with the authorization granted by a general meeting of shareholders held on June 23, 2021, we have the option but not the obligation until July 2026 of buying our own shares back should we believe there is a substantial value disconnect between the share price and the real value of the Company. During 2023 and as of the date of this annual report, we did not buy back shares.

On December 31, 2023, we owned 17,790,716 of our own shares (8.09% of the total shares). We may continue to buy back our shares opportunistically under the conditions laid down by law and subject to a valid authorization. The extent to which we do so and the timing of these purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations.

The Supervisory Board's determination to repurchase our ordinary shares will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the Supervisory Board deems relevant. Based on an evaluation of these factors, the Supervisory Board may determine not to repurchase shares or to repurchase shares at reduced levels compared to historical levels, any or all of which could reduce returns to our stockholders. The Supervisory Board may suspend or discontinue this authorization at any time.

Although we have a dividend policy that includes a fixed component, we cannot assure you that we will declare or pay
any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will
be available for distribution as dividends in any period

Our Supervisory Board may from time to time, declare and pay cash dividends in accordance with our Coordinated Articles of Association and applicable Belgian law. The declaration and payment of dividends or other distributions, if any, will always be subject to the approval of either our Supervisory Board (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends", "intermediary dividends" or "repayment of capital").
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The Company's operation in different industries going forward may also affect the decision to declare and pay cash dividends in the future.

Our current dividend policy is a full discretionary dividend policy as the Supervisory Board believes this approach offers the required flexibility to manage the Company in light of its new strategy. Please see Item 8 "Financial Information - A. Capital Allocation Policy and Dividend Policy" for a description of the dividend policy.

Additional guidance to the above stated policy as applied to our final results for the year ended on December 31, 2019 and to our quarterly results as from 2020 onwards, was provided by our Supervisory Board by way of a press release dated January 9, 2020, as follows:
•Each quarter the Company will target to return 80% of net income (including the fixed element of $0.03 per quarter) to shareholders.
•This return to shareholders will primarily be in the form of a cash dividend and the Company will always look at stock repurchase as an alternative if it believes more value can be created for shareholders.
•The Company retains the right to return more than 80% should the circumstances allow it.

As part of its distribution policy, the Company will continue to include exceptional capital losses when assessing additional dividends but also continue to exclude exceptional capital gains when assessing additional dividend payments. As part of its distribution policy the Company will not include non-cash items affecting the results such as deferred tax assets or deferred tax liabilities.

Our Supervisory Board will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until 2014.

In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be a default or a breach of a loan covenant as a result of the dividend. Our credit facilities also contain restrictions and undertakings which may limit our and our subsidiaries' ability to declare and pay dividends (for instance, with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full).

Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness.

Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Coordinated Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares.

We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.

As of December 31, 2023, our issued (and fully paid up) share capital was $239,147,506.82 which was represented by 220,024,713 shares. As of April 1, 2024, we had:

•194,480,606 ordinary shares outstanding, and
•25,544,107 treasury shares.

By decision at our Shareholders' Special Meeting held on June 23, 2021, our Supervisory Board has been authorized to acquire a maximum of 10% of the existing shares or profit shares during a period of five years, at a price per share not exceeding the maximum price allowed under applicable law and not to be less than EUR 0.01.
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Shares bought back by us, can be cancelled or can be held as treasury shares, at the option of the Company.

Under Belgian corporate laws, the voting rights related to treasury shares are suspended and treasury shares give no entitlement to dividend. We may at any time transfer all or part of our treasury shares to a third party, at which time the corresponding voting rights will cease to be suspended and the shares will again give their holder entitlement to dividend. Our shareholders may incur dilution from any such future transfer.

Additionally, by decision of our shareholders' meeting held on February 20, 2020, our Supervisory Board has been authorized to increase our share capital in one or several times by a total maximum amount of $25,000,000 (with possibility for our Supervisory Board to restrict or suspend the preferential subscription rights of our existing shareholders) or $120,000,000 (without the possibility for our Supervisory Board to restrict or suspend the preferential subscription rights of our existing shareholders) during a period of five years as from the date of publication of the decision, subject to the terms and conditions to be determined by our Supervisory Board.

Issuances and sales of a substantial number of ordinary shares in the public market, or the perception that these issuances or sales could occur, may depress the market price for our ordinary shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We intend to issue additional ordinary shares in the future. Our shareholders may incur dilution from any future equity offering.

We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.

We are a Belgian company and our corporate affairs are governed by Belgian corporate law. Principles of law relating to such matters as the validity of corporate procedures, the fiduciary duties of management, the dividend payment dates and the rights of shareholders may differ from those that would apply if we were incorporated in a jurisdiction within the United States.

For example, there are no statutory dissenters' rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on the Company's behalf, are more limited than in the United States.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts might be successful only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court and is satisfied that:

•The effect of the enforcement judgment is not manifestly incompatible with Belgian public policy;
•The judgment did not violate the rights of the defendant;
•The judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international private law;
•The judgment is not subject to further recourse under U.S. law;
•The judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;
•A claim was not filed outside Belgium after the same claim was filed in Belgium, while the claim filed in Belgium is still pending;
•The Belgian courts did not have exclusive jurisdiction to rule on the matter;
•The U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and
•The judgment submitted to the Belgian court is authentic.



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Any shareholder acquiring 30% or more of our issued ordinary shares are required to make a mandatory unconditional public takeover bid.

According to the Belgian law, any shareholder who acquires 30% or more of our issued shares is required to make a mandatory unconditional public takeover bid in the remaining shares in Euronav that it and its affiliates do not already own. The purpose in making the offer for the remaining shares in Euronav is to comply with its obligations under Article 5 of the Takeover Law and Article 50 of the Takeover Decree. Any shareholder who comes into possession, other than following a voluntary takeover bid, directly or indirectly, of more than 30% of the capital or voting rights of the Company, shall launch a takeover bid on all the shares and securities granting access to the shares or voting rights, and on terms that comply with applicable U.S. securities laws, and SEC and NYSE rules and regulations.

Risk Relating to the CMB.TECH Transaction

We may fail to realize the anticipated benefits of the CMB.TECH Transaction

On February 8, 2024, the Company completed its acquisition, or the CMB.TECH Transaction, of CMB.TECH NV, or CMB.TECH, from CMB NV, or CMB, for a total purchase price of $1.150 billion in cash.

We believe that the CMB.TECH Transaction will continue to provide benefits to the combined company. However, there is a risk that some or all of the expected benefits of the CMB.TECH Transaction may fail to materialize, or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond our control, including but not limited to the strength or weakness of the economy and competitive factors in the areas where we do business, the effects of competition in the markets in which we operate, and the impact of changes in the laws and regulations regulating the seaborne transportation or refined petroleum products industries or affecting domestic or foreign operations.

As previously disclosed, because CMB will remain active in dry-bulk carriers, chemical tankers and container vessels, it might thus compete with the Company. In order to preserve the interests of Euronav in this regard, CMB has undertaken that certain commercial opportunities be offered first to the Company. The Company will benefit from a priority right, or the Priority Rate, to any potential charters for a term exceeding three months for which both vessels owned by the Company and vessels owned by CMB compete. However, the coordination process may also result in additional and unforeseen expenses. The Priority Right will remain in force until the earlier of (i) the date on which CMB is no longer solely controlling Euronav (as determined by applicable antitrust law) or (ii) the tenth anniversary, automatically renewed with consecutive five-year periods, unless either CMB or Euronav terminates the Priority Right upon three-months' notice.

Additionally, at the closing of the CMB.TECH Transaction, CMB granted Euronav a royalty-free, worldwide license, or the License, to use the trademarks and the trade names "Bocimar", "Bochem" and "Delphis", so that Euronav can continue to commercially deploy dry bulk vessels, container vessels and chemical tankers under these trademarks. The License became effective on February 8, 2024 and is valid for the duration of the relevant licensed intellectual property rights, but will expire when CMB no longer owns 25% of all Ordinary Shares.

We may be unable to extend the Priority Right or the License on terms acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

The challenge of coordinating previously separate businesses makes evaluating our business and future financial prospects difficult. The success of the CMB.TECH Transaction, including anticipated benefits and cost savings, depends, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies, and that does not materially disrupt existing relationships nor result in decreased revenues or dividends, if any. The past financial performance of each of us and CMB.TECH may not be indicative of our future financial performance. Realization of the anticipated benefits in the CMB.TECH Transaction depends, in part, on our ability to successfully integrate the two businesses. We devote significant management attention and resources to integrating all of the business practices and support functions. The diversion of management's attention and any delays or difficulties encountered in connection with the aftermath of the CMB.TECH Transaction and the coordination of the two companies' operations could have an adverse effect on the business, financial results, financial condition or our share price. The coordination process may also result in additional and unforeseen expenses in the aftermath of the CMB.TECH Transaction.

Failure to realize all of the anticipated benefits of the CMB.TECH Transaction may impact the financial performance of the combined company, the price of our ordinary shares and our ability to pay dividends, if any, which will be at the discretion of our Supervisory Board in accordance with our dividend policy. In addition, even if we do not realize the anticipated benefits of the CMB.TECH Transaction, we would remain liable for significant transaction costs, including legal, accounting and financial advisory fees.
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There is continuing risk that there may be resulting disruptions in and uncertainty surrounding our businesses, including impacts on our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, results of operations and financial condition, regardless in the aftermath of the CMB.TECH Transaction. In particular, we could potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. These uncertainties may impair our ability to attract, retain and motivate key personnel in the aftermath of the CMB.TECH Transaction. In addition, we have expended, and continue to expend, significant management resources, in an effort to successfully integrate or continue to integrate the two companies in the aftermath of the CMB.TECH Transaction, which are being diverted from our day-to-day operations. In addition, the failure to successfully integrate the two companies in the aftermath of the CMB.TECH Transaction may result in negative publicity or a negative impression of us in the investment community and may affect our relationships with employees, customers, suppliers, lenders and other partners in the business community.

We have incurred and may continue to incur significant transaction and integration-related costs in connection with the CMB.TECH Transaction.

We may continue to incur a number of non-recurring costs associated with the CMB.TECH Transaction and combining CMB.TECH's operations into our operations. We are subject to significant transaction costs and integration-related fees and costs related to formulating and implementing integration plans, including systems consolidation costs and employment-related costs. We continue to assess the amount of these costs, and additional unanticipated costs may be incurred in the aftermath of the CMB.TECH Transaction. Although we expect to realize other efficiencies related to the integration of us with CMB.TECH, which may allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

Additionally, as part of the CMB.TECH transaction we acquired receivables of CMB.TECH in the aggregate amount of approximately $79.2 million. Any inability to collect these receivables could adversely affect our operating results, revenues and costs.

We are subject to certain financing restrictions and changes in covenants as a result of the CMB.TECH Transaction.

We have assumed a substantial part of the existing indebtedness of CMB.TECH as a result of the completion of the CMB.TECH Transaction, which has imposed additional and substantial operating and financial restrictions on us, beyond those that existed prior to the completion of the CMB.TECH Transaction, which, together with the resulting debt services obligations, may significantly limit our ability to execute our business strategy, and increase the risk of default under our now existing debt obligations after the completion of the CMB.TECH Transaction. Our debt agreements generally contain financial covenants, which require us to maintain, among other things, an amount of current assets that, on a consolidated basis, exceeds our current liabilities, which amount of current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year; minimum aggregate amounts of cash, cash equivalents and available aggregate undrawn amounts of any committed loan; minimum levels of aggregate cash, minimum ratios of stockholders' equity to total assets; and a minimum asset coverage ratio. Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things effect changes in management of our vessels; transfer or sell or otherwise dispose of all or a substantial portion of our assets; declare and pay dividends, (with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and incur additional indebtedness.

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees.
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In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

Prior to the completion of the CMB.TECH Transaction, CMB.TECH's secured credit facilities required it to maintain specified financial ratios and satisfy financial covenants, including ratios and covenants based on the market value of the vessels in its fleet in relation to the indebtedness outstanding.

Because some of the ratios and covenants set minimum values for the vessels in respect of the indebtedness outstanding, including those assumed as a result of the CMB.TECH Transaction, should the value of our vessels decline in the future for any reason whatsoever, including due to declines in charter rates, we may be required to take action to reduce its debt or to act in a manner contrary to its business objectives to meet any such financial ratios and satisfy any such financial covenants. Additionally, some of the ratios and covenants require us to (i) maintain minimum levels of liquidity and (ii) not exceed the maximum level of leverage specified therein. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, may affect our ability to comply with these covenants. No assurance can be provided that we will meet our financial or other covenants or that our lenders will waive any failure to do so.

Additionally, the terms of our indebtedness (including those assumed as a result of the CMB.TECH Transaction) place certain restrictions on the operations of the obligors thereunder, including restrictions on incurring additional indebtedness and liens, disposal of assets and chartering arrangements. These covenants, along with the financial covenants discussed above, may adversely affect our ability to finance future operations or limit its ability to pursue certain business opportunities or take certain corporate actions. Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness. The covenants may also restrict our flexibility in planning for, or reacting to, possible changes in our business and the industry and make it more vulnerable to economic downturns and adverse developments. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our credit facilities would prevent us from borrowing additional money under our credit facilities and could result in a default thereunder. If a default occurs under certain of our credit facilities, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, the lenders could elect to declare the issued and outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets. Furthermore, our debt agreements contain cross-default provisions, whereby if we default under one of our debt agreements or credit facilities would automatically be an event of default under other debt agreements. Such cross defaults could result in the acceleration of the maturity of our existing debt under these agreements and the lenders thereunder may foreclose upon any collateral securing that debt, including our vessels. In the event of such acceleration or foreclosure, we might not have sufficient funds or other assets to satisfy all of our obligations, which would have a material adverse effect on our business, results of operations and financial condition.

In the aftermath of the CMB.TECH Transaction, our ability to meet our cash requirements, including our debt service obligations, will be dependent upon our operating performance, which will be subject to general economic and competitive conditions and to financial, business and other factors affecting our operations, many of which are or may be beyond the our control. We cannot provide assurance that our business operations will generate sufficient cash flows from operations and revenue generation to fund these cash requirements and debt service obligations. If our operating results, cash flow or capital resources prove inadequate, we could face substantial liquidity problems and we might be required to dispose of material assets or operations to meet our debt and other obligations, which would have an adverse impact on our financial condition. If we are unable to service our debt, we could be forced to stop, reduce or delay planned expansions and capital expenditures, sell assets, restructure or refinance our debt or seek additional equity capital. We may be unable to take any of these actions on satisfactory terms or in a timely manner or efficient manner, which could result in our entering bankruptcy proceedings. Further, any of these actions may not be sufficient to allow us to service our debt obligations or may have an adverse impact on our business. Our debt agreements may limit our ability to take certain of these actions. Our failure to generate sufficient operating cash flow to pay our debts or to successfully undertake any of these actions could have a material adverse effect on the combined company. In addition, the degree to which we are and may continue to be leveraged as a result of the indebtedness assumed in connection with the CMB.TECH Transaction or otherwise could materially and adversely affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or other purposes, could make us more vulnerable to general adverse economic, regulatory, political, government and industry conditions, and could limit our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete.
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Our planned expansion from the tanker sector to the sectors involved in CMB.TECH's business entails certain risks and uncertainties

Our planned expansion from the tanker sector to the sectors involved in CMB.TECH's business entails certain risks and uncertainties. Expansion to the sectors involved in CMB.TECH's business also means that our historical results will not be indicative of our future results.

•CMB.TECH may not succeed in executing its decarbonization strategy;
•CMB.TECH may not succeed to successfully integrate its business divisions into Euronav's business, and the benefits of the Euronav's acquisition of CMB.TECH may not be realized;
•The global clean energy transition may not accelerate as expected, including in the shipping industry;
•Governmental and regulatory focus on a zero-carbon future in accordance with current target dates may be delayed, changed or abandoned;
•The shipping industry may not adopt hydrogen and ammonia as a primary fuel source for ocean-going vessels or any adoption may take longer than expected;
•The obsolescence and scrapping of older vessels that are powered by traditional fuels that emit carbon and their replacement may not occur as expected or at all;
•CMB.TECH's hydrogen and ammonia engine and fuel technology may not be successfully applied in longer haul routes;
•The delivery of the Company's vessels on order may not occur as expected or without unanticipated costs;
•Charters at attractive or expected rates may not be available for the Company's vessels upon expiration of current charters or upon delivery of newbuildings on order;
•CMB.TECH may not complete as expected various hydrogen and ammonia projects upon which the Company's strategy is based around the world both at sea and ashore;
•Improving supply and demand dynamics over the next several years in the dry bulk shipping sector of the shipping industry may not occur as expected;
•A recovery and growth over the next several years in the chemical tanker sector of the shipping industry may not occur as expected;
•Demand for eco-friendly container vessels may not increase or may decline;
•Continued increases in demand for service vessels in the offshore wind industry may not occur as expected;
•The impact of general economic and geopolitical factors may impact the shipping industry, including the war in Ukraine and the on-going conflicts in the Middle East (including recent vessel attacks and Panama Canal port congestion issues);
•Partnerships in which CMB.TECH cooperates with third parties may fail; and
•Intellectual property rights owned by CMB.TECH may be challenged or may expire;

Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of our other shareholders.

CMB, our largest shareholder, beneficially owns the 177,147,299 of our ordinary shares, representing 80.51% of our outstanding shares, as of April 1, 2024. For so long as CMB beneficially owns a significant percentage of our outstanding ordinary shares, it is able to exercise significant influence over us and will be able to strongly influence the outcome of shareholder votes on other matters, including the adoption or amendment of provisions in our articles of incorporation or bye-laws and approval of possible mergers, amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, amalgamations, consolidation, takeover or other business combination. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our ordinary shares. CMB may not necessarily act in accordance with the best interests of other shareholders. The interests of CMB may not coincide with the interests of other holders of our ordinary shares. To the extent that conflicts of interests may arise, CMB may vote in a manner adverse to us or to you or other holders of our securities. Please see "Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders."

In addition, certain members of our Supervisory Board, including Mr. Marc Saverys and Mr. Patrick De Brabandere, and certain members of our Management Board, including Mr. Alexander Saverys, Mr. Michael Saverys, Mr. Ludovic Saverys, Mr. Benoit Timmermans and Mr. Maxime Van Eecke, also serve on the boards of CMB. There may be real or apparent conflicts of interest with respect to matters affecting CMB whose interests in some circumstances may be adverse to our interests.

To the extent that we do business with or compete with CMB for business opportunities, prospects or financial resources, or participate in ventures in which CMB may participate, these members of our Supervisory Board and Management Board may face actual or apparent conflicts of interest in connection with decisions that could have different implications for us. These decisions may relate to corporate opportunities, corporate strategies, potential acquisitions of businesses, newbuilding acquisitions, inter-company agreements, the issuance or disposition of securities, the election of new or additional directors and other matters.
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Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us or result in agreements that are less favorable to us than terms that would be obtained in arm's-length negotiations with unaffiliated third parties.
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ITEM 4.    INFORMATION ON THE COMPANY

A.          History and Development of the Company
Euronav NV was incorporated under the laws of Belgium on June 26, 2003 for an indefinite term. Our Company has the legal form of a public limited liability company (naamloze vennootschap/société anonyme). Our registered office is located at De Gerlachekaai 20, 2000 Antwerpen, Belgium and our telephone number is +32 3 247 44 11.
Our ordinary shares have traded on Euronext Brussels since December 2004. In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, and our ordinary shares commenced trading on the New York Stock Exchange, or NYSE. In March 2015, we completed our offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged.  Our ordinary shares currently trade on the NYSE and Euronext Brussels under the symbol "EURN."
On June 12, 2018 we completed the merger with Gener8 Maritime Inc., or Gener8, a corporation organized under the laws of the Republic of the Marshall Islands whereby Gener8 became our wholly-owned subsidiary. Prior to the merger, Gener8 was a leading U.S.-based provider of international seaborne crude oil transportation services that resulted from a merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an independent vessel pool manager. At the date of the merger with Gener8, Gener8 owned a fleet of 29 tankers on the water, consisting of 21 VLCC vessels, six Suezmax vessels, and two LR1 vessels, with an aggregate carrying capacity of approximately 7.4 million deadweight tons or DWT, which included 19 "eco" VLCC newbuildings delivered from 2015 through 2017 equipped with advanced, fuel-saving technology, that were constructed at reputable shipyards.
The merger with Gener8 created a world leading independent crude tanker operator with 74 large crude tankers focused predominately on the VLCC and Suezmax asset classes and two FSO vessels in joint venture and provides tangible economies of scale via pooling arrangements, procurement opportunities, reduced overhead and enhanced access to capital. Furthermore the combined company offers investors a well-capitalized and more liquid company in the tanker market.
On June 7, 2022, Euronav became the full owner of the FSO platform as previously held in its 50-50 joint venture with International Seaways, Inc., or INSW.
On October 9, 2023, the Company announced the agreement of two reference shareholders CMB NV, or CMB, and Frontline plc/Famatown Finance Ltd, or Frontline, on a transaction involving multiple interdependent agreements. Part of the agreement included the sale of 24 VLCC tankers from the Euronav fleet, or the Vessel Sale.
On November 22, 2023, the Company announced the sale to CMB NV of all Euronav NV shares held by Frontline plc and Famatown Finance Limited, or the Share Purchase, which resulted in CMB NV owning 49.05% of Euronav's shares, based on 220,024,713 ordinary shares outstanding as of December 31, 2023 (of which the Company holds 17,790,716 ordinary shares in treasury). As part of the Share Purchase, there was a change in the composition of the Supervisory Board as well as the Management Board of the Company. See "Item 6 - Directors, Senior Management and employees" for additional information with respect to the new composition of the Supervisory Board and the Management Board as well as the various committees.The purpose of effecting a change of control of Euronav through the Share Purchase was to resolve the strategic and structural deadlock within Euronav that existed prior to the consummation of the Share Purchase and to enable [CMB NV] to implement its mid- to long-term strategy of transforming Euronav into a Europe-based leading company in the field of maritime and industrial cleantech by gradually diversifying Euronav's fleet away from pure crude oil transportation and focus on diversification and decarbonization of the fleet.
On December 22, 2023, CMB entered into a share purchase agreement with Euronav for the sale of 100% of the shares in CMB.TECH, to Euronav for an aggregate purchase price of approximately $1.15 billion, or the CMB.TECH Transaction. The CMB.TECH Transaction closed on February 8, 2024 and CMB.TECH became a wholly-owned subsidiary of Euronav.
On February 14, 2024, CMB launched its mandatory public takeover bid for all shares of Euronav not already owned by CMB or persons affiliated with CMB, or the Bid. The acceptance period in respect of the Bid opened on February 14, 2024 and closed on March 15, 2024. The bid price amounted to $17.86 per share in cash,the result of $18.43 per share, adjusted for the dividend of $0,57 per share paid by Euronav on December 20, 2023, to holders of record of Euronav shares on December 13, 2023. During the acceptance period, 69,241,955 shares of Euronav, representing 31.47% of the outstanding shares of Euronav, were tendered into the Bid. On March 29, 2024, Euronav announced that the Company purchased 2,620,931 of its own shares. As a result, CMB holds a total of 177,147,299 shares of Euronav, representing 80.51% of the outstanding shares in Euronav. Taking into account the 25,544,107 treasury shares held by Euronav and the 24,400 shares held by Saverco NV, CMB and persons affiliated with it together will hold 202,715,806 shares, representing 92.13% of the outstanding shares of Euronav.
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CMB, as Euronav's controlling shareholder, is implementing a new future strategy for Euronav aimed at making Euronav the reference platform for sustainable shipping and is based on three axes:
1. Diversification of the fleet. CMB is diversifying the fleet of Euronav into different shipping segments to decrease the dependence on the transportation of crude oil. This does not mean exiting the tanker business altogether, but rather a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio. CMB believes that the expansion into other shipping segments will enable future-proof investments throughout the cycles of the various segments. CMB seeks to achieve this diversification through the acquisition of CMB.TECH; the acquisition of second-hand future-proof vessels; and the ordering of future-proof newbuildings (such as the recent ordering of four VLCC newbuildings). Future-proof in CMB's view means efficient low-carbon emitting ships and/or ships powered by hydrogen and/or ships powered by ammonia.

2. Decarbonization of the fleet. CMB believes a key trend in shipping is offering low-emission ships to its customers given the global fuel transition. It will be crucially important to dedicate significant amounts of capital from the industry and shipping companies to the development of low-carbon engines, fuel supply systems and the production of low-carbon fuels. CMB envisions Euronav playing a leading role in the decarbonization of the shipping industry and being the reference shipowner when it comes to green ships.

3. Optimization of the existing fleet. CMB believes that Euronav's fleet standards have always been excellent. By divesting less efficient/older tankers and re-investing the proceeds in new buildings/modern second hand vessels or technical upgrades (e.g., energy saving devices), CMB seeks to optimize Euronav's large remaining fleet of tankers to continue offering the best fleet to its customers. Euronav will endeavor to finance 65% of the acquisition price of such vessels with external funds (i.e., a leverage ratio of 65%).

Euronav and CMB.TECH together represent a group with approximately 150 ocean-going vessels in dry bulk, container shipping, chemical tankers, offshore wind and oil tankers. The group focuses on large marine and industrial applications on hydrogen or ammonia. They also offer hydrogen and ammonia fuel to customers, through their own production or third-party producers. The company is headquartered in Antwerp, Belgium, and has offices across Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav plans to change the group's name to CMB.TECH. Euronav will continue operating as the oil tanker shipping division within the new group.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed at http://www.sec.gov. Our website address is https://www.euronav.com/en/. The information contained on these websites do not form a part of this annual report.
For information about the development of our fleet, please see "Item 5. Operating and Financial Review and Prospects—Fleet Development."

B.          Business Overview
General introduction to Euronav CMB.TECH
Euronav CMB.TECH is a cleantech maritime company that builds, owns, operates, and designs large marine and industrial applications that run on dual-fuel or monofuel (diesel-)hydrogen and (diesel-) ammonia engines. Euronav CMB.TECH offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. Euronav CMB.TECH is active throughout the full hydrogen value chain through its different divisions: (i) Marine, (ii) Technology & Development Center, (iii) Industry, and (iv) H2 Infra.
I.Marine Division
The largest division in Euronav CMB.TECH is the marine division. It builds, owns, operates and designs a wide range of low and zero-carbon ships powered by dual-fuel or monofuel (diesel-)hydrogen and (diesel-) ammonia engines: dry bulk vessels, container vessels, chemical tankers, oil and product tankers, offshore wind support vessels, and others (tugboats, ferries). The integration of the drivetrain, the storage and the bunkering of hydrogen and ammonia, is implemented with a diverse and experienced in-house engineering team in partnership with Original Equipment Manufacturers (OEMs) and shipyards.
Bocimar: dry-bulk vessels
The Bocimar fleet includes the following dry bulk vessels: (i) 28 Newcastlemax bulk carriers (25 of which are newbuildings under construction that are currently expected to be delivered between 2024 and 2026) ready to be fitted with ammonia engines and (ii) two 5,000 deadweight tonne (DWT) mini-bulk coaster vessels that are newbuildings under construction (currently expected to be delivered in 2026) ready to be fitted with hydrogen engines.
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Dry-bulk market – focus on Capesize and Newcastlemax markets
The shipping dry-bulk market constitutes a pivotal conduit for the global exchange of unpackaged dry cargo, encompassing essential commodities such as coal, iron ore, and grains. Within this market segment, Newcastlemax bulk carriers distinguish themselves by their size (210,000 dwt capacity) and tailored design to navigate the logistical challenges inherent in major coal and iron ore exporting regions. Newcastlemax bulk carriers, which represent the bulk carrier segment with the largest dimensions and cargo carrying capabilities, are purpose-built to accommodate the transport of high-volume commodities, particularly coal, bauxite and iron ore, crucial elements in the global industrial supply chains.

Predominant market drivers for the dry-bulk segment, including Newcastlemax bulk carriers, are intricately intertwined with the demand dynamics underpinning pivotal commodities such as coal, iron ore, and grains. Notably, the robustness of Chinese demand exerts a profound influence, given China's preeminent status as the world's foremost consumer of coal and iron ore. Drivers of Chinese demand encompass an array of macroeconomic variables, including infrastructural investment, urbanization imperatives, and industrial production outputs. In addition, the regulatory environment and geopolitical factors influence the maritime dry-bulk segment.

Strategic alignment of newbuilding program with enhanced utilization levels (2024e-2026e)
In response to projected improvements in utilization levels within the shipping dry-bulk market from 2024 onwards, we have strategically orchestrated a comprehensive newbuilding program. Central to this initiative is the commissioning of 28 state-of-the-art super-eco 210,000 DWT Newcastlemax bulk carriers, scheduled for delivery between July 2023 and September 2026 (four Newcastlemax bulk carriers have been delivered as of this annual report). These vessels are being constructed at Qingdao Beihai shipyard, renowned for its commitment to quality craftsmanship and adherence to stringent industry standards. A key feature of these Newcastlemax bulk carriers is their NH3 readiness and capability for NH3 retrofitting as soon as advanced engine technology becomes commercially available, with projections suggesting readiness by the second half of 2025. This strategic foresight underscores our commitment to future-proofing the fleet, ensuring enhanced commercial value amidst a dynamic regulatory landscape characterized by evolving environmental imperatives. Moreover, these vessels are acclaimed as the most fuel-efficient large dry-bulk vessels globally, boasting unparalleled eco-credentials (Mineral Belgie, 2023 210,000 dwt Newcastlemax consumes 53.4% less LFSO if compared to Mineral Maureen, 2012 206,000 dwt Newcastlemax). Furthermore, the inclusion of 2 x 5,000 dwt coasters powered by hydrogen fuel (H2) further accentuates our commitment to sustainability and technological innovation within the Bocimar fleet.

Market dynamics driving utilization levels
Long-term projections anticipate a resurgence in economic conditions, catalyzing a corresponding increase in utilization rates within the dry-bulk segment from 2024 onwards. Forecasts indicate a net demand growth trajectory, with (0.1)% in 2023, followed by robust increments of 3.0%, 2.9%, and 1.5% for the years spanning 2024e to 2026e. Key drivers of this demand surge include heightened requisites for iron ore, grains, and minor bulks over the stipulated period. Iron ore shipments are anticipated to burgeon by 3.0% from 2023 to 2025, while grain shipments exhibit a projected uptick of 5.1% between 2023 and 2025, propelled by growth in maize shipments in 2024 and wheat volumes recovery in 2025. Moreover, the bauxite trade had an 8% surge in 2023, with sustained growth projections of 5-6% annually thereafter.

Supply dynamics and market balance
Against a backdrop of expanding demand, the dry-bulk vessel supply landscape presents a supportive outlook. Analysis reveals that the current Capesize orderbook stood at 22.5 million DWT in February 2024, representing a mere 5.7% of the Capesize fleet. Furthermore, a moderated net supply growth trajectory is forecasted, encompassing increments of 3.0% in 2023 and diminishing to 2.5%, 1.1%, and 0.4% in the years spanning 2024e through 2026e. This subdued fleet growth trajectory augurs well for maintaining market equilibrium, with utilization curve forecasts indicating increments to 85.5%, 87.0%, and 87.9% in the years 2024 through 2026e. Moreover, extrapolations suggest that by 2027, approximately 70% of the Capesize fleet (comprising vessels of 180 dwt or 782 vessels) is poised to exceed the 15-year threshold, with a similar proportion anticipated to surpass the 18-year mark by 2030.

The strategic alignment of the newbuilding program with anticipated enhancements in utilization levels underscores our proactive stance in capitalizing on emerging market dynamics within the shipping dry-bulk segment. Through the induction of cutting-edge Newcastlemax bulk carriers and hydrogen-powered coasters, coupled with astute market analysis and foresight, we stand poised to navigate evolving regulatory imperatives and capitalize on burgeoning demand for essential commodities, thereby supporting sustained competitiveness and operational resilience in a dynamic global marketplace.
Bochem: chemical tankers
The Bochem fleet includes eight 25,000 DWT chemical tankers (six of which are newbuildings under construction currently expected to be delivered between 2024 and 2025 and two of which are on the water) ready to be fitted with ammonia engines.
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Analysis of the chemical shipping market with focus on 25,000 DWT chemical tankers
In our assessment of the chemical shipping market, we turn our attention to the segment comprising 25,000 deadweight tonnage (DWT) chemical tankers, which play a pivotal role in transporting various chemical products across international waters. The chemical shipping market is influenced by a range of factors, including global economic conditions, industrial production levels and global demand for chemicals, regulatory environment, geopolitical factors and trade patterns.

Newbuilding program and fleet characteristics
Under the auspices of favourable long-term charter contracts with an investment grade counter-party, a leading entity in the chemical shipping sector, we have initiated a strategic newbuilding program. This program entails the construction of eight super-eco 25,000 DWT chemical tankers at the CMJL Dingheng shipyard, meticulously designed to meet stringent environmental standards and future regulatory imperatives. These vessels are NH3 ready, underscoring our commitment to sustainability and adaptability in the face of evolving industry requirements. Moreover, they are positioned as best-in-class within their size category, boasting superior operational efficiency and commercial viability.

Market dynamics and demand growth
The chemical shipping market exhibits resilience and steady growth, buoyed by increasing demand for chemical transportation worldwide. Notably, the expansion of production capacity in major chemical export hubs, such as the US and the MEG area, outpaces consumption rates, fueling anticipated increases in exports. However, short-term macroeconomic headwinds, including uncertainties in the Chinese economy and geopolitical tensions, present transient challenges that warrant prudent consideration.

Supportive supply side dynamics
On the supply side, the chemical tanker market benefits from favorable dynamics, characterized by restrained fleet growth and a conducive order book environment. The current order book for new vessels stands at historically low levels, representing a mere 4.1% of the existing core chemical tanker fleet. Moreover, the average fleet age of 13 years, coupled with limited yard capacity and extended lead times for advanced chemical tankers, mitigates the risk of oversupply and underscores the potential for sustained market equilibrium.

Attractive long-term outlook
Despite near-term challenges, the long-term outlook for chemical tankers remains favorable, underpinned by strategic investments and prudent market positioning. Fleet orders have been executed opportunistically within the market cycle, ensuring attractive long-term returns for stakeholders. With a robust contract backlog and established counterparties, we maintain forward visibility and confidence in the enduring profitability in the chemical tanker segment.

In the medium term, we anticipate steady volume growth in the chemical shipping market, coupled with an increase in tonne-miles driven by disruptions in trade flows and sustained demand from European import markets. Despite lingering inflationary impacts on demand, we expect freight rates to be bolstered by fleet contraction. Our strategic fleet orders were executed at an opportune juncture in the market cycle, supporting the potential for long-term attractive returns. Furthermore, our robust contract backlog and established counterparties provide us with forward visibility, which we believe will help us navigate evolving market conditions with confidence and agility.
Euronav: crude oil and product tankers
The crude oil shipping market, pivotal in facilitating global energy trade, encompasses various vessel types, including Suezmax tankers, Very Large Crude Carriers (VLCCs), and Floating Storage and Offloading (FSO) units. The Euronav fleet stands as the second-largest publicly listed crude oil platform. Currently, our trading fleet comprises 17 VLCCs, 22 Suezmax tankers, and two FSO's.

Fleet positioning for the upcycle
Euronav has strategically positioned itself for the future with the inclusion of future-proof tonnage on order, including five ammonia-powered (ready) ECO VLCCs (Qingdao Beihai Shipbuilding) and four ECO Suezmax tankers (DH Shipbuilding). Additionally, our portfolio includes two long-term FSO contracts extending to 2032, alongside multiple time charter (T/C) contracts for VLCCs and Suezmax tankers. In the first quarter of 2024, Euronav ordered two dual fuel methanol 17,000 dwt Bitumen tankers against a 10 year charter contract with an investment grade energy major as counter-party.

By maintaining a significant presence in the spot market, Euronav effectively enhances its sensitivity to prevailing market conditions, thereby maximizing its potential to capitalize on periods of heightened demand and favorable freight rates within the crude oil transportation space. Exposure to the spot market enhances our exposure and operational gearing into the upcycle of the crude oil transportation spot market.

Market dynamics driving tanker improvements
Global oil consumption is poised to reach a record high of 102.9 million barrels per day (MBPD) in 2024, underpinning robust demand for crude oil transportation. However, OPEC+ production cuts have temporally slowed the demand for crude transportation.
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Despite this, modest ton-mile growth of 3% is anticipated in 2024, driven by the emergence of new oil supply primarily from the Americas, coupled with new refinery capacity additions predominantly in Asia, resulting in longer sailing distances and increased demand for tanker services.

Impact of low orderbook and aging tonnage
The crude tanker orderbook currently stands at a multi-year low, with crude tankers comprising only 4.6% of the total orderbook (February 2024). Meanwhile, approximately 13.8% of the existing crude tanker fleet is aged above 20 years. By early 2026, this figure is projected to escalate to 24.5%, indicating a potential uptick in vessel recycling. Moreover, VLCCs ordered between 2006 and 2011 are poised to exit the fleet in the coming years, augmenting the supply-side narrative from around 2026 onwards. Consequently, secondhand VLCC asset values have surged to a 14-year high, which provides opportunities to recycle capital from selling older tonnage at market highs and reinvesting the proceeds in future proof (crude oil tanker) tonnage. The introduction of future-proof tonnage, including ammonia-powered ECO VLCCs and Suezmax tankers, underscores our commitment to sustainability, operational efficiency, and long-term competitiveness.

Future market outlook
With limited to no new tonnage entering the market, a rapidly aging fleet, and 2% growth in oil demand anticipated for 2024 (2025:1%), a tightening market scenario is envisaged. Utilization rates are on an upward trajectory, suggesting potential improvements in rates moving forward. Consequently, the combination of constrained supply and growing demand bodes well for a favorable market outlook in the foreseeable future. Through strategic positioning and prudent foresight, we are poised to capitalize on emerging opportunities while navigating market challenges, ensuring sustained competitiveness and value creation for stakeholders in the years ahead.
Delphis: container vessels
The Delphis fleet includes the following container vessels: (i) four container vessels of 6,000 twenty foot equivalent units (TEU) (two of which are newbuildings under construction that are currently expected to be delivered in 2024, and two of which are on the water) which are ready to be fitted with ammonia engines and (ii) one container vessel of 1,400 TEU that is a newbuilding under construction (currently expected to be delivered in 2026) fitted with a dual fuel ammonia engine.

Insights into the container shipping market: focus on 6,000 TEU vessels
A 6,000 TEU ice-class container vessel is a type of container ship designed and built to operate in icy or polar waters. These vessels are equipped with reinforced hulls and other specialized features to withstand the harsh conditions encountered in ice-covered regions. The designation TEU refers to the vessel's carrying capacity, with each TEU representing the cargo capacity of a standard 20-foot shipping container. Therefore, a 6,000 TEU vessel has the capability to transport approximately 6,500 standard containers.

The demand drivers of the 6,000 TEU container shipping market are multifaceted and influenced by various economic, geopolitical, trade, and industry-specific factors. Some of the key drivers include: (i) global economic growth, (ii) consumer demand and consumption patterns, (iii) manufacturing and industrial activity, (iv) international trade agreements and policies, (v) shift in global supply chains, and (vi) political and geopolitical factors.

Newbuilding program and fleet characteristics
Our newbuilding program, conducted under favourable long-term charter contracts with CMA-CGM, underscores our commitment to modernization and sustainability. This initiative includes the construction of four super-eco 6,000 TEU ice-class container feeder vessels, equipped with 1,150 reefer points and NH3 readiness, at Qingdao Yangfan Shipbuilding Co. Ltd. Additionally, a 1,400 TEU dual-fuel NH3 vessel is being constructed, reflecting our dedication to future-proofing the fleet amidst evolving regulatory landscapes. These vessels boast optimized designs, offering trade flexibility and operational efficiency, positioning them as the largest ice-class ships globally with compact dimensions for versatile global trading.

Demand dynamics and economic outlook
Despite lingering uncertainties on the demand side, projections suggest modest economic GDP growth rates of 2.9% in 2024 and 3.2% in 2025, as forecasted by the International Monetary Fund. However, global manufacturing activity has exhibited a slowdown, with the manufacturing US Purchasing Managers' Index (PMI) persistently below 50.0 since the third quarter of 2022. Nonetheless, recovery in head-haul and regional trade volumes is anticipated, with demand growth estimated between 3.0% and 4.0% in 2024 and between 3.5% and 4.5% in 2025.

Supply dynamics and market balance
The container shipping market faces challenges of supply outpacing demand in both 2024 and 2025. New ship contracts continue to be signed at an accelerated pace, with an estimated capacity of 5.0 million TEU expected to be delivered during this period. Despite forecasts of increased ship recycling, fleet expansion is projected at 8.8% in 2024 and 6.4% in 2025, outstripping demand growth. Notably, fleet expansion is heavily skewed towards larger segments, while the relatively oldest fleet today is in the 1,000-8,000 TEU range.

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Market outlook and forward visibility
The weakening trend observed in 2022 and 2023 is expected to persist through 2024 and 2025. However, despite market challenges, our company, Delphis, maintains strong contract coverage with the entire fleet committed under long-term time charter contracts (4 x 6,000 TEU up to 2034, and 1 x 1,400 TEU up to 2041). Our robust backlog of orders and established counterparties provide us with the forward visibility and the confidence and stability needed to navigate through the challenging market conditions, ensuring sustained resilience and value creation for our stakeholders.

Conclusion
While the container shipping market faces near-term uncertainties, strategic initiatives such as our newbuilding program and steadfast contract coverage position us well for long-term success amidst evolving market dynamics and regulatory landscapes.
Windcat: offshore wind support vessels
Windcat Workboats Holdings Limited (Windcat) is the parent company of the Windcat group, an offshore wind personnel transfer company. Windcat owns and operates a fleet of 57 Crew Transfer Vessels (CTVs), of which 11 vessels are fitted with a hydrogen engine or can be converted to hydrogen propulsion. Windcat operates mainly in the European offshore wind sector. In addition to its CTV's, Windcat has ordered five Commissioning and Service Operating Vessels (CSOVs), with an option for one additional CSOV, currently expected to be delivered in 2025 and 2026, which will be powered by hydrogen. Windcat is also active in the German and French markets through its joint venture partners, FRS Windcat and TSM Windcat, respectively.

Overview of the CTV and CSOV markets
The CTV and CSOV markets are integral components of the offshore energy industry, providing essential support services for offshore installations such as wind farms, oil rigs, and gas platforms. The evolution of the CTV and CSOV markets is closely intertwined with broader trends shaping the offshore energy landscape, including advancements in offshore technology, regulatory frameworks, environmental considerations, and the expansion of offshore energy projects into deeper waters and remote regions.

Between 2017 and 2022, the global renewable offshore wind sector witnessed a substantial surge in capacity, with approximately 50.5 gigawatts (GW) of new capacity added worldwide. This growth trajectory underscored the increasing significance of offshore wind as a key component of the global energy transition, with governments, industries, and stakeholders increasingly turning to renewable sources to meet energy demands while mitigating environmental impacts. Looking ahead, projections for the period between 2023 and 2028 paint an even more ambitious picture, with forecasts indicating a substantial acceleration in offshore wind capacity expansion. In a main case scenario, it is estimated that approximately 154.0 GW of additional capacity will be added globally during this period. However, in an accelerated case scenario, this figure could potentially reach as high as 181.8 GW.

In line with the escalating demand for offshore wind capacity, projections suggest a significant uptick in the required number of CSOVs. Specifically, it is anticipated that the number of CSOVs in operation will rise from an estimated 50 vessels in 2023 to approximately 150 vessels by the end of 2028. This threefold increase underscores the pivotal role that CSOVs will play in supporting the rapid expansion of the offshore wind sector, facilitating the effective execution of offshore projects and ensuring the continued growth and sustainability of the renewable energy industry on a global scale.

Crew Transfer Vessel (CTV) market
The Crew Transfer Vessel (CTV) market focuses on the transportation of personnel to and from offshore installations, particularly offshore wind farms. Historical rates in the CTV market have been influenced by factors such as offshore wind installation activity, weather conditions, and vessel availability. Future rates are expected to remain stable or experience modest growth, driven by continued investment in offshore wind energy. As the offshore wind industry expands, there is an increasing need for efficient and reliable crew transfer services to support installation, maintenance, and operation activities.

In 2023, the CTV market has experienced robust activity, particularly in the European region, driven by the expansion of offshore wind farms. Further growth is anticipated in the number of offshore wind turbines, leading to increased demand for CTVs. Throughout the spring and summer seasons of 2023, the European CTV market witnessed high utilization rates, with vessels predominantly on charter. As a result, the spot market for CTVs has observed high day rates. At the end of 2023, charterers started to initiate tendering activities for the 2024 season, ahead of the normal schedule, reflecting the anticipated tight market conditions for 2024. Some vessel owners have already noted limited availability for the upcoming 2024 season.

Crew Support Offshore Vessel (CSOV) market
The Crew Support Offshore Vessel (CSOV) market caters to a broader range of offshore activities, including support for deep sea offshore wind building projects, oil and gas exploration and production, offshore construction, and maintenance operations. Historical rates in the CSOV market have been influenced by fluctuations in oil and gas prices, offshore exploration and production activities, and demand from other offshore industries such as offshore wind development.
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Demand and utilization fluctuations are closely tied to industry cycles, regulatory changes, and technological advancements.

In 2023, the CSOV market has also witnessed significant growth, driven by offshore wind turbine installations and maintenance activities. Fixed rates in the CSOV market have surged by approximately 15-25% on average compared to the previous year. At the end of 2023, charterers already commenced tendering for CSOVs for the 2024/2025 seasons earlier than usual, reflecting the anticipation of a tight market in the foreseeable future. This early activity underscores the high demand for CSOVs in supporting offshore wind farm operations.

Despite the growing demand for CSOVs, scheduled newbuilding deliveries remain below the required capacity to meet the needs of offshore wind turbine installations. Additionally, delays and unscheduled work at existing wind farms further contribute to the demand for CSOV services.

Both the CTV and CSOV markets are poised for continued growth, driven by the expansion of offshore wind energy projects. With high demand, current elevated day rates, and early tendering activity, stakeholders in these markets can anticipate favorable economic conditions in the coming years. However, challenges such as project delays, vessel availability and newbuilding delays may need to be addressed to ensure the smooth operation and sustainability of these markets.
CMB.TECH – other vessels
The other division encompasses ferry Hydroville, ferry HydroBingo and tugboat HydroTug. The Hydroville, built in 2017, and the HydroBingo, built in 2021, are the world's first hydrogen powered ferries. The Hydroville is operating out of Europe and the HydroBingo out of Japan (through the joint-venture JPNH2YDRO). They are both powered by dual-fuel hydrogen-diesel high speed engines. The HydroTug, built in 2023, is the world's first hydrogen powered tugboat. The ship is a tractor tug with a bollard pull of 65 tonnes and is operated by the Port of Antwerp-Bruges.

Tugboats are crucial for port operations globally, aiding in ship maneuvering and cargo movement. Ports are increasingly adopting greener technologies to cut greenhouse gas emissions. The HydroTug, the world's first dual fuel hydrogen-powered tugboat, sets a precedent for eco-friendly port operations. It highlights the viability of hydrogen as a clean energy source in the port environment and wider maritime sector. With concerns about climate change rising, there's growing demand for dual-fuel hydrogen tugboats worldwide. These vessels are poised to revolutionize port operations, aligning with emission reduction goals and regulatory mandates.
II. CMB.TECH Technology & Development Division
CMB.TECH's Technology & Development Centre holds an impressive 15-year legacy in hydrogen (H2) technology, earning recognition from multiple Original Equipment Manufacturers (OEMs). Led by a team of highly skilled engineers specialized in H2 systems, our center serves as a cornerstone of innovation and excellence for both the industry and marine divisions.

Our journey in H2 technology began in 2008 with pioneering tests on hydrogen combustion. Over the past 25 years, our engineering and design team has demonstrated unparalleled expertise, delivering successful outcomes on complex international projects. Since 2012, we have been at the forefront of dual-fuel hydrogen-diesel technology development. This initiative has seen extensive validation and optimization across various engines, resulting in over 100 field applications, predominantly tested in real-world commercial settings.

One of our distinctive strengths lies in our calibration team, which possesses unique proficiency in H2 combustion. Equipped with state-of-the-art dyno test cells featuring advanced emission after-treatment measurement equipment, they ensure precision and reliability in our technology applications. Furthermore, our engineering team is renowned for its ability to shepherd projects from conceptualization to production, contributing to numerous world-first innovations.

The Technology & Development Center is based in Brentwood, United Kingdom. In addition, JPNH2YDRO is currently building a hydrogen research and development facility in Tsuneishi, Japan.
Partnerships
CMB.TECH collaborates with a wide range of original equipment manufacturers to develop its engines and applications, including the following:
•Be Hydro is a 50/50 joint venture between CMB.TECH and Anglo Belgian Corporation NV located in Ghent, Belgium. Be Hydro builds dual-fuel diesel-hydrogen and monofuel hydrogen engines for the marine, railway, and power industries;
•JPNH2YDRO is a 50/50 joint venture between CMB.TECH, Kambara Kisen Co. Ltd. and Tsuneishi Facilities and Craft Co. Ltd. JPNH2YDRO develops hydrogen applications and produces hydrogen for the Japanese market;
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•CMB.TECH collaborates with AB Volvo Penta for the development of hydrogen powered solutions for land-based and maritime applications;
•CMB.TECH collaborates with MAN Truck & Bus SE for the development of large high-speed dual-fuel and monofuel hydrogen engines for both land-based and maritime applications;
•CMB.TECH and Ford have a partnership to convert Ford F Max trucks to dual-fuel hydrogen trucks. CMB.TECH is appointed by Ford as the European Quality Calibration Modifier and component dealer;
•CMB.TECH and Winterthur Gas & Diesel Ltd. (WinGD) have a co-development agreement for large two stroke ammonia-fueled engines.
III. CMB.TECH Industry Division
CMB.TECH's Industry division develops hydrogen powered heavy industrial applications. The advanced technology allows the conversion of existing diesel engines into dual-fuel and monofuel engines, providing flexibility and cost-effectiveness. The engines include high-speed options for smaller-scale applications, as well as medium-speed engines for marine and heavy-duty applications. Unlike traditional fuel cell applications, our dual fuel technology provides a practical and versatile alternative, particularly well-suited for the demanding requirements of industrial settings.

CMB.TECH Industry specializes in the development of heavy-duty and long-endurance industrial equipment intended for deployment in port areas. Our focus is on the utilization of dual fuel technology, ensuring robust, cost-effective, and environmentally friendly solutions across a range of applications including trucks, port and cargo handling equipment, locomotives, power gensets, and BeHydro engines.

Leveraging our extensive experience in the maritime sector, CMB.TECH benefits from streamlined access to major ports worldwide, facilitating seamless integration and adoption of our innovative solutions. In our commitment to promoting the widespread implementation of dual fuel technology, CMB.TECH is establishing local dual fuel workshops in strategic locations. These workshops serve as central hubs for technical expertise and knowledge exchange, ensuring efficient maintenance and servicing of dual fuel equipment.

Moreover, these workshops serve as pivotal drivers for the broader adoption of hydrogen-powered maritime vessels, including tugs, coasters, and multi-functional port utility vessels. By forging synergies between our land-based industrial equipment and maritime solutions, CMB.TECH is at the forefront of sustainable innovation, reshaping the landscape of port operations for the future.
Dual-fuel Hydrogen-Diesel Trucks
Our dual-fuel hydrogen-diesel trucks are engineered to provide seamless operation, even in scenarios where hydrogen (H2) availability is limited. In the event of H2 depletion or the absence of refueling stations, the truck seamlessly transitions to diesel mode, ensuring continuous functionality.
Dual-fuel Hydrogen-Diesel Cargo Handlers
Our dual-fuel hydrogen-diesel cargo handlers are designed to provide versatile and reliable performance across various port environments. Standardized to meet the operational demands of ports worldwide, these cargo handlers ensure seamless compatibility and functionality across different locations. Given that cargo handlers often cannot operate on public roads, our dual-fuel technology ensures uninterrupted operation in the event of hydrogen refueling station maintenance. Currently, we are developing a range of equipment, including yard tractors, roro tractors, and hybrid straddle carriers, all equipped with dual-fuel technology. Additionally, plans for dual-fuel RTG and reach stacker projects are already underway.
Dual-fuel Hydrogen-Diesel Locomotives
In port areas where full electrification of railways is challenging, our dual-fuel hydrogen-diesel locomotives offer a viable solution. Our combustion technology enables the integration of zero-emission technology into locomotive drivetrains with minimal engineering modifications, ensuring both robustness and simplicity. As part of the HyRail project, we are converting locomotives to operate with green hydrogen fuel in dual-fuel mode, showcasing the potential for sustainable long-haul transport. Utilizing the BeHydro V12 medium-speed engine, our dual-fuel locomotives offer a practical solution for repowering projects and are compatible with hybridization efforts.
Hydrogen-Powered Gensets (Dual-fuel and Monofuel)
Since 2018, we have deployed mono and dual-fuel gensets to power various events and have partnered with companies such as e-power and DBR to package our engines into commercial applications. These gensets offer a versatile solution for providing clean and reliable power, with applications ranging from event power supply to maritime cold ironing technology. Moreover, our feasibility studies have explored the potential of mobile power barges, offering flexible and clean power supply options for ships. Equipped with hydrogen gensets, these barges can serve as floating refueling stations and contribute to emissions reduction efforts both at sea and onshore.
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IV. CMB.TECH H2 Infra Division
The H2 infra division offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. Within H2 infra, the necessary technology and infrastructure is designed, developed and operated to produce and distribute green hydrogen and ammonia. A particular focus on hydrogen and ammonia storage completes the entire value chain to deliver the clean fuels of the future. The H2 infra division includes following subdivisions and projects:
Maritime & Public H2 Production & Refueling Station, Antwerp
CMB.TECH has achieved a groundbreaking milestone with the construction of the world's first maritime and public H2 refueling station in Antwerp. This innovative facility integrates onsite green H2 production capabilities, enabling the dispensing of hydrogen to trucks, cars, trailers, and ships. The Antwerp station serves as a valuable testing ground, providing invaluable insights into costs, operational dynamics, and technical challenges that inform future projects.

The Hydrogen Refueling Station in Antwerp produces hydrogen on site through a 1.2-megawatt (MW) electrolyzer. The Hydrogen Refueling Station is fitted with a 950-bar hydrogen compressor, allowing it to deliver hydrogen to cars at 700 bar and to trucks and to ships at 350-bar. The Hydrogen Refueling Station also features two tube trailer docks for unloading or filling vehicles at 500-bar. This mobile refueler supports various marine and industry operations, offering flexibility and reliability. With two trailers currently in operation and two more slated for delivery in the first quarter of 2024, we are well-equipped to meet the evolving needs of our customers.
PV2Fuel Namibia
In line with our commitment to sustainable energy solutions, CMB.TECH is spearheading the Photovoltaic-to-Fuel (PV2Fuel) project in Namibia. Leveraging the country's abundant solar resources, stable environment, and strategic location, this initiative aims to develop green hydrogen and ammonia production facilities. The project's first phase focuses on small-scale hydrogen and ammonia production, with plans for subsequent expansion to include ammonia storage and bunkering facilities. Anticipated milestones include operational readiness by mid-2024 for hydrogen production and refueling, with ammonia production targeted for completion by the end of 2025.

Phase 1: Small-Scale Green H2/NH3 by Cleanergy Solutions
Phase 1 is performed by Cleanergy Solutions Namibia, a joint venture (49%) with the Ohlthaver & List Group that develops hydrogen production projects in Namibia.

The first phase of our project involves the establishment of a small-scale hydrogen and ammonia production facility in the port of Walvis Bay, accompanied by a hydrogen refueling station. The hydrogen production infrastructure includes a 5MW solar park, a 5MW electrolyzer, a 5.9MWh battery energy storage system (BESS), three compressors (with a capacity of 3x45 kg/hour each), and storage facilities capable of handling pressures of 40-bar, 300-bar, and 500-bar. The anticipated hydrogen production output is 182 tons per year. Additionally, the ammonia plant will feature containerized units with a design capacity of four tons per day.

Our ambition with this phase is multi-faceted. We aim to establish and train a local Namibian team, gain valuable experience in navigating the country's regulatory and technological landscape, build trust with the government and local communities, and demonstrate our capability to execute complex projects in Namibia.

We have secured a lease agreement with the Municipality of Walvis Bay for 24 hectares, with an option for an additional 175 hectares for future project phases. Currently, the hydrogen production project is under construction, with all major equipment ordered and initial deliveries made to Walvis Bay. The pre-FEED (Front-End Engineering Design) for ammonia production is ongoing and expected to be finalized by the first quarter of 2024. We anticipate the hydrogen production and refueling station to be operational by mid-2024, with ammonia production targeted for completion by the end of 2025. The total investment for this phase is estimated at $40 million.

Phase 2: NH3 Storage and Bunkering Facility
In the second phase, we will focus on establishing an import/export ammonia terminal with bunkering facilities and a storage capacity of 40,000 tons. This terminal, integrated into the existing jetty operated by Namcor, will serve as a crucial hub for ammonia bunkering and storage, aimed at kickstarting the usage of ammonia as a bunker fuel for shipping. Our goal is to create a unique gateway to clean-fuel customers, leveraging the cost-effective production of green ammonia. Currently, the FEED (Front-End Engineer Design) is ongoing, with a non-binding MOU signed with Namcor for the existing jetty. We anticipate operational readiness by 2026. The terminal will be located in the North Port of Walvis Bay, with an option agreement received from Namport for an area of 113 hectares. The estimated capital expenditure for this phase is $200 million.


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Phase 3: PV2Fuel: NH3 Production
In the third phase, we will embark on an ambitious endeavor to establish industrial-scale green ammonia production facilities. This phase will involve the development of a 930MWp solar park, a 500MW electrolyzer (with a capacity factor of 41%), and the production of an estimated 185,000 tons of ammonia per year. Our overarching goals include securing long-term availability of green ammonia at low cost, acquiring knowledge on green NH3 production costs for future offtake agreements, and facilitating the upscaling of similar projects to support the global demand for clean fuels. The pre-FEED engineering has been finalized by Technip Energies, and we are preparing to initiate the FEED engineering process. Operational readiness for this phase is targeted for 2028. The solar park and electrolysers will be located in Arandis, with hydrogen production transported to Farm 58 via pipeline for ammonia production. The estimated capital expenditure for this phase is $2.55 billion.

Once proven, the technology, business model, and framework agreements with stakeholders will enable rapid scale-up. As CMB.TECH, we are well-positioned to support this upscaling effort based on our experience. The utilization rate of the electrolyzer will play a crucial role in driving down the Levelized Cost of Ammonia (LCOA), with expectations of significant cost reductions in the near future. With further production scaling, green ammonia is poised to become competitive with blue and grey ammonia, contributing to the global transition towards sustainable energy solutions.
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Our Fleet
Set forth below is certain information regarding our fleet as of April 1, 2024.
Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Charter Expiry Date (2)
Owned Vessels
Daishan VLCC 306,005 2007 Daewoo Perenco Time Charter Nov-25
Dalma VLCC 306,543 2007 Daewoo TI Pool
Nectar VLCC 307,284 2008 Dalian Spot
Noble VLCC 307,284 2008 Dalian Spot
Newton VLCC 307,284 2009 Dalian Spot
Hakata VLCC 302,550 2010 Universal TI Pool
Hakone VLCC 302,624 2010 Universal TI Pool
Hirado VLCC 302,550 2011 Universal TI Pool
Alsace VLCC 299,999 2012 Samsung TI Pool
Ilma VLCC 314,000 2012 Hyundai TI Pool
Ingrid VLCC 314,000 2012 Hyundai TI Pool
Iris VLCC 314,000 2012 Hyundai TI Pool
Hojo VLCC 302,965 2013 JMU TI Pool
Antigone VLCC 299,421 2015 Hyundai TI Pool
Dia VLCC 299,999 2015 Daewoo TI Pool
Aegean VLCC 299,999 2016 Hyundai TI Pool
Donoussa VLCC 299,999 2016 Daewoo TI Pool
TK300K-1 VLCC 319,000 2026 Qingdao Beihai
TK300K-2 VLCC 319,000 2026 Qingdao Beihai
TK300K-3 VLCC 319,000 2026 Qingdao Beihai
TK300K-4 VLCC 319,000 2027 Qingdao Beihai
TK300K-5 VLCC 319,000 2027 Qingdao Beihai
VLCC | Total DWT | # 6,781,506  22 

45

Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Charter Expiry Date (2)
Owned Vessels
Statia Suezmax 150,205 2006 Universal Spot
Cap Lara Suezmax 158,826 2007 Samsung Valero Time Charter (3) March-25
Cap Victor Suezmax 158,853 2007 Samsung Spot
Selena Suezmax 150,205 2007 Universal Spot
Sienna Suezmax 150,205 2007 Universal Spot
Cap Felix Suezmax 158,765 2008 Samsung Spot
Cap Theodora Suezmax 158,819 2008 Samsung Spot
Sapphira Suezmax 150,205 2008 Universal Spot
Fraternity Suezmax 157,714 2009 Samsung Spot
Sofia Suezmax 165,000 2010 Hyundai Spot
Stella Suezmax 165,000 2011 Hyundai Spot
Captain Michael Suezmax 157,648 2012 Samsung Spot
Maria Suezmax 157,523 2012 Hyundai Spot
Cap Corpus Christi Suezmax 156,600 2018 Hyundai Valero Time Charter (3) Oct-25
Cap Pembroke Suezmax 158,826 2018 Hyundai Valero Time Charter (3) Jun-25
Cap Port Arthur Suezmax 156,600 2018 Hyundai Valero Time Charter (3) Oct-25
Cap Quebec Suezmax 156,600 2018 Hyundai Valero Time Charter (3) Jun-25
Cedar Suezmax 157,310 2022 Daehan Spot
Cypres Suezmax 157,310 2022 Daehan Spot
Brest Suezmax 156,851 2023 Hyundai Spot
Bristol Suezmax 156,851 2023 Hyundai Spot
Brugge Suezmax 156,851 2023 Hyundai Spot
H5088 Suezmax 156,790 2024 DH Shipbuilding
H5089 Suezmax 156,790 2024 DH Shipbuilding
H5105 Suezmax 156,000 2026 DH Shipbuilding
H5106 Suezmax 156,000 2026 DH Shipbuilding
SUEZMAX | Total DWT | # 4,078,347  26


Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Charter Expiry Date (2)
FSO Vessels              
FSO Africa FSO 432,023 2002 Daewoo NOC Service Contract Sep-32
FSO Asia FSO 432,023 2002 Daewoo NOC Service Contract Jul-32
FSO | Total DWT | # 864,046 2  

46


Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
Hydrotug Tugboat 145 2022 Armon Port of Antwerp-Bruges Bareboat 2025
TUGBOAT | Total DWT | # 145  1


Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
Hydroville Ferry 15 2017 BW Seacat Demonstration vessel
Hydrobingo* Ferry 19 2021 Tsuneishi
FERRY | Total DWT | # 34  2
* 50% owned vessel

Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
552205 CSOV 2,000 2025 Damen Spot
552206 CSOV 2,000 2025 Damen Spot
552207 CSOV 2,000 2025 Damen Spot
552208 CSOV 2,000 2026 Damen Spot
552209 CSOV 2,000 2026 Damen Spot
CSOV | Total DWT | # 10,000  5


Vessel Name Type TEU (twenty foot eq.) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
CMA CGM Masai Mara Container 6,000 2023 Yangfan CMA CGM Time Charter 2033
CMA CGM Zingaro Container 6,000 2024 Yangfan CMA CGM Time Charter 2034
Cv5900-05 Container 6,000 2024 Yangfan CMA CGM Time Charter 2034
Cv5900-06 Container 6,000 2024 Yangfan CMA CGM Time Charter 2034
Yara Eyde Container 1,400 2026 Yangfan Yara Int. Long-term Contract of affreightment
CONTAINER | Total TEU | # 25,400  5


47

Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
Bochem Houston Chemical 25,999 2023 Merchants Stolt Tankers Spot
Bochem Rotterdam Chemical 25,000 2023 Merchants Stolt Tankers Spot
CMYZ0111 Chemical 25,000 2024 CMJL Dingheng Stolt Tankers Time Charter 2034
CMYZ0112 Chemical 25,000 2024 CMJL Dingheng Stolt Tankers Time Charter 2034
CMYZ0113 Chemical 25,000 2024 CMJL Dingheng Stolt Tankers Time Charter 2034
CMYZ0114 Chemical 25,000 2024 CMJL Dingheng Stolt Tankers Time Charter 2034
CMYZ0121 Chemical 25,000 2025 CMJL Dingheng
CMYZ0122 Chemical 25,000 2025 CMJL Dingheng
CHEMICAL | Total DWT | # 200,999  8

Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
Mineral België Newcastlemax 210,204 2023 Qingdao Beihai Spot
Mineral Nederland Newcastlemax 210,204 2023 Qingdao Beihai Spot
Mineral France Newcastlemax 210,000 2024 Qingdao Beihai Spot
Mineral Luxembourg Newcastlemax 210,197 2024 Qingdao Beihai Spot
BC210K-31 Newcastlemax 210,000 2024 Qingdao Beihai
BC210K-32 Newcastlemax 210,000 2024 Qingdao Beihai
BC210K-33 Newcastlemax 210,000 2024 Qingdao Beihai
BC210K-34 Newcastlemax 210,000 2024 Qingdao Beihai
BC210K-37 Newcastlemax 210,000 2024 Qingdao Beihai
BC210K-38 Newcastlemax 210,000 2024 Qingdao Beihai
BC210K-47 Newcastlemax 210,000 2024 Qingdao Beihai
BC210K-43 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-44 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-45 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-48 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-49 Newcastlemax 210,000 2025 Qingdao Beihai
48

Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
BC210K-50 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-51 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-52 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-53 Newcastlemax 210,000 2025 Qingdao Beihai
BC210K-46 Newcastlemax 210,000 2026 Qingdao Beihai
BC210K-54 Newcastlemax 210,000 2026 Qingdao Beihai
BC210K-55 Newcastlemax 210,000 2026 Qingdao Beihai
BC210K-56 Newcastlemax 210,000 2026 Qingdao Beihai
BC210K-63 Newcastlemax 210,000 2026 Qingdao Beihai
BC210K-64 Newcastlemax 210,000 2026 Qingdao Beihai
BC210K-79 Newcastlemax 210,000 2027 Qingdao Beihai
BC210K-80 Newcastlemax 210,000 2027 Qingdao Beihai
BULKER NEWCASTLEMAX | Total DWT | # 5,880,605  28

Vessel Name Type Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
Windcat 1 CTV 2004 AF Theriault Spot
Windcat 2 CTV 2005 AF Theriault Short term Time Charter
Windcat 3 CTV 2005 AF Theriault Short term Time Charter
Windcat 4 CTV 2005 AF Theriault Spot
Windcat 10 CTV 2007 AF Theriault Short term Time Charter
Windcat 6 CTV 2007 AF Theriault Short term Time Charter
Windcat 7 CTV 2007 Island Boats Inc Short term Time Charter
Windcat 11 CTV 2008 AF Theriault Short term Time Charter
Windcat 16 CTV 2008 AF Theriault Short term Time Charter
Windcat 19 CTV 2008 AF Theriault Short term Time Charter
Windcat 14 CTV 2009 D&S Woudsend Short term Time Charter
Windcat 15 CTV 2009 D&S Woudsend Short term Time Charter
Windcat 17 CTV 2009 AF Theriault Spot
Windcat 18 CTV 2009 AF Theriault Spot
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Vessel Name Type Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Windcat 20 CTV 2009 D&S Woudsend Short term Time Charter
WC Dorothea CTV 2010 South Boats Short term Time Charter
Windcat 21 CTV 2010 AF Theriault Spot
Windcat 22 CTV 2010 D&S Woudsend Short term Time Charter
Windcat 23 CTV 2010 AF Theriault Short term Time Charter
Windcat 24 CTV 2010 D&S Woudsend Short term Time Charter
Windcat 25 CTV 2010 D&S Woudsend Short term Time Charter
Windcat 101 CTV 2011 Bloemsma van Bremen Spot
Windcat 26 CTV 2011 D&S Woudsend Short term Time Charter
Windcat 27 CTV 2011 AF Theriault Short term Time Charter
Windcat 29 CTV 2011 AF Theriault Short term Time Charter
Windcat 28 CTV 2012 D&S Woudsend Spot
Windcat 30 CTV 2012 D&S Woudsend Short term Time Charter
Windcat 31 CTV 2013 D&S Woudsend Short term Time Charter
Windcat 32 CTV 2013 D&S Woudsend Short term Time Charter
Windcat 33 CTV 2013 D&S Woudsend Short term Time Charter
Windcat 34* CTV 2013 D&S Woudsend Short term Time Charter
Windcat 35* CTV 2014 D&S Woudsend Short term Time Charter
Windcat 36 CTV 2014 D&S Woudsend Short term Time Charter
Windcat 37 CTV 2015 D&S Woudsend Short term Time Charter
Windcat 38 CTV 2015 D&S Woudsend Short term Time Charter
Windcat 39 CTV 2016 D&S Woudsend Short term Time Charter
Windcat 40 CTV 2017 D&S Woudsend Short term Time Charter
Windcat 41 CTV 2018 D&S Woudsend Short term Time Charter
Windcat 42* CTV 2018 D&S Woudsend Short term Time Charter
Windcat 43* CTV 2018 D&S Woudsend Short term Time Charter
TSM Windcat 44* CTV 2019 D&S Woudsend Short term Time Charter
Windcat 45 CTV 2019 D&S Woudsend Short term Time Charter
Windcat 46 CTV 2020 D&S Woudsend Short term Time Charter
Windcat 47 CTV 2020 D&S Woudsend Short term Time Charter
50

Vessel Name Type Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Hydrocat 48 CTV 2021 D&S Woudsend Short term Time Charter
TSM Windcat 49* CTV 2021 D&S Woudsend Short term Time Charter
TSM Windcat 52* CTV 2022 Neptune Short term Time Charter
TSM Windcat 53* CTV 2022 Neptune Short term Time Charter
TSM Windcat 54* CTV 2022 Neptune Short term Time Charter
Windcat 50 CTV 2022 D&S Woudsend Short term Time Charter
Windcat 51 CTV 2022 D&S Woudsend Short term Time Charter
Hydrocat 55 CTV 2023 D&S Woudsend Short term Time Charter
TSM Windcat 59* CTV 2024 Neptune Short term Time Charter
Windcat 56* CTV 2024 Neptune Short term Time Charter
Windcat 57 CTV 2024 D&S Woudsend Short term Time Charter
Windcat 58 CTV 2024 D&S Woudsend Short term Time Charter
CTV 56
* 50% owned vessel

Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
Bitumen carrier CMJL #1 Bitumen carrier 17,000 2026 Merchants
Bitumen carrier CMJL #2 Bitumen carrier 17,000 2026 Merchants
BITUMEN CARRIER | Total DWT | # 34,000  2

Vessel Name Type Deadweight Tons (DWT) Year Built Shipyard (1) Charterer Employment Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
DQS-02 Bulker coaster 5,000 2026 Dung Quat
DQS-04 Bulker coaster 5,000 2026 Dung Quat
BULKER COASTER | Total DWT | # 10,000  2

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(1)As used in this report, "Samsung" refers to Samsung Heavy Industries Co., Ltd, "Hyundai" refers to Hyundai Heavy Industries Co., Ltd., "Universal" refers to Universal Shipbuilding Corporation, "Hitachi" refers to Hitachi Zosen Corporation, "Daewoo" refers to Daewoo Shipbuilding and Marine Engineering S.A., "JMU" refers to Japan Marine United Corp., Ariake Shipyard, Japan, "Dalian" refers to Dalian Shipbuilding Industry Co. Ltd., "STX" refers to STX Offshore and Shipbuilding Co. Ltd., and "Hanjin" refers to Hanjin Heavy Industry Co. Ltd., "NTS" refers to New Times Shipbuilding Co., Ltd., "Okpo" refers to Daewoo Shipbuilding & Marine Engineering (DSME) shipyard, "Damen" refers to Damen Shipyards Hai Long Bay, "Merchants" refers to China Merchants Jinling Shipyard (Weihai) Co., Ltd., "Yangfan" refers to Yanfan Group Co. Ltd., "D&S Woudsend" refers to Dok en Scheepsbouw Woudsend BV, "Qingdao Beihai" refers to CSSC Qingdao Beihai Shipbuilding Co., Ltd., "South Boats" refers to South Boats Special Projects Ltd., "Yara Int." refers to Yara International ASA, "Tsuneishi" refers to Tsuneishi Shipbuilding Co., Ltd., "DH Shipbuilding" refers to Daehan Shipbuilding Co., Ltd., "Armon" refers to , "BW Seacat" refers to Bennett-Worrallo SeaCat Ltd., "Neptune" refers to Neptune Shipyards B.V., "AF Theriault" refers to A.F. Theriault & Son Ltd., "Armon" refers to Astilleros Armon S.A., "CMJL Dingheng" refers to China Merchants Jinling Shipyard (Weihai) Co., Ltd., "Dung Quat" refers to Dung Quat Shipbuilding Industry Ltd.
(2)Assumes no exercise by the charterer of any option to extend (if applicable).
(3)Profit sharing component under time charter contracts
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Employment of Our Fleet

Our tanker fleet is employed worldwide through a combination of primarily spot market voyage fixtures, including through the TI Pool, fixed-rate contracts and time charters. We deploy our two FSOs as floating storage units under fixed-rate service contracts in the offshore services sector.

For the year 2024, the Euronav/CMB.Tech fleet is currently expected to have approximately 19,782 available days for hire. As of April 1, 2024, 78.6% of the Euronav fleet are expected to be available to be employed on the spot market, either directly or through the TI Pool, 12.1% are expected to be available to be employed on time charters with a profit sharing element and 9.3% are expected to be available to be employed on fixed time charters without a profit sharing element.

Spot Market

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenue we generate in the spot market is less predictable, we believe our exposure to this market provides us with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. As of April 1, 2024, we employ 16 of our vessels directly in the spot market.

Tankers International Pool

Euronav principally employs and commercially manages its VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with us. We participated in the formation of the TI Pool in 2000 to allow it and other TI Pool participants, consisting of unaffiliated third-party owners and operators of similarly sized vessels, or Pool Participants, to gain economies of scale, obtain increased cargo, flow of information, logistical efficiency and greater vessel utilization. As of April 1, 2024, the TI Pool was comprised of 40 vessels, including 17 of Euronav's VLCCs.
By pooling its VLCCs with those of other shipowners, Euronav is able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for its vessels, and (ii) the performance of the Contracts of Affreightment, or COAs. Backhaul voyages involve the transportation of cargo on part of the return leg of a voyage. COAs, which can involve backhauls, may generate higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable directly in the spot market. Additionally, by operating a large number of vessels as an integrated transportation system, the TI Pool offers customers greater flexibility and an additional level of service while achieving scheduling efficiencies. The TI Pool is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel's speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. In 2023, TI Pool membership costs were approximately $703,64 per vessel per day (with each vessel receiving its proportional share of pool membership expenses, excluding pool credit line costs).

In 2017, the corporate structure of the TI Pool was rationalized. This new structure allowed the TI Pool to arrange for a credit line financing. This credit line is used to fund the working capital in the ordinary course of TI Pool's business of operating a pool of tankers vessels, including but not limited to the purchase of bunker fuel, the payment of expenses relating to specific voyages and supplies of pool vessels, commissions payable on fixtures, port costs, expenses for hull and propeller cleaning, canal costs, insurance costs for the account of the pool, and insurance and fees payable for towage of vessels.
Tankers (UK) Agencies Limited, of which Euronav owns 50% of the outstanding voting shares, is the manager of the pool and is also responsible for the commercial management of the Pool Participants, including negotiating and entering into vessel employment agreements on behalf of the Pool Participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.

Time Charters

Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help Euronav mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, Euronav may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. Euronav may also enter into time-charter contracts with profit-sharing arrangements, which it believes will enable Euronav to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract.
53

As of April 1, 2024, Euronav employed seven of its vessels on fixed-rate time charters.

FSOs and Offshore Service Contracts

We currently deploy our two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector. As our tanker vessels age, we may seek to extend their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium.

Technical and Commercial Management of our Vessels

A majority of Euronav's vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. Its in-house technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, drydocking, repairs and alterations, and developing, implementing, certifying and maintaining a safety management system.
In addition to Euronav's in-house fully integrated technical management, Euronav utilizes the services of experienced third party managers. The independent technical managers typically have specific teams dedicated to Euronav's vessels and are supervised by an experienced in-house oversight team. Euronav currently contracts Northern Marine Management Limited (part of Northern Marine Group) and Anglo Eastern group of companies (through some of their wholly-owned subsidiaries) The services provided by Euronav's third party technical management are very similar to Euronav's own technical management and involves part or all of the day-to-day management of vessels.
Euronav's VLCCs are commercially managed by Tankers International while operating in the TI Pool. All of the participants in the TI Pool collectively pay a pool management fee equivalent to the costs of running the pool business, excluding voyage expenses, interest adjustments and administration costs, including legal, banking and other professional fees. The net charge is the pool administration cost, which is apportioned to each vessel by calendar days. During the year ended December 31, 2023, Euronav paid an aggregate of $9.7 million for the commercial management of Euronav's vessels operating in the TI Pool

Euronav's Suezmax vessels trading in the spot market are commercially managed by Euronav (UK) Agencies Ltd., our London commercial department. Commercial management services include securing employment for Euronav's vessels.
Euronav's time chartered vessels are managed by Euronav's operations department based in Antwerp.

Competition

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive. We compete with other tanker owners, including major oil companies as well as independent tanker companies.

Competition arises primarily from other tanker owners and operators, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage.

We currently operate all of our vessels in the spot market, either directly or through the TI Pool, or on time charter or on service agreements for the FSOs. For our vessels that operate in the TI Pool, Tankers UK Agencies Ltd. (TUKA), the pool manager, is responsible for their commercial management, including marketing, chartering, operating and purchasing bunker (fuel oil) for the vessels.

Seasonality

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories:
1.Increased demand prior to Northern Hemisphere winters as heating oil consumption increases, and
2.Increased demand for gasoline prior to the summer driving season in the United States.
54

Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.

Environmental and Other Regulations on Tankers and FSO's
Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications (where applicable) and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard or USCG, Captain of the Port or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization
The IMO had adopted the International Convention for the Prevention of Pollution from Ships (MARPOL), the International Convention for the Safety of Life at Sea of 1974 (SOLAS Convention), and the International Convention on Load Lines of 1966 (LL Convention). MARPOL establishes structural and operational environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to all tankers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to prevention of pollution by oil; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to prevention of air pollution from ships. Annex VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.

In 2013, the IMO's Marine Environmental Protection Committee (MEPC) adopted a resolution amending MARPOL Annex I Condition Assessment Scheme (CAS). These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers (ESP Code) which provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits "deliberate emissions" of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of "volatile organic compounds" from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. All of the Euronav vessels are currently compliant in all material respects with these regulations.
55

The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard vessels. On October 27, 2016, the MEPC agreed to implement a global 0.5% mass by mass (m/m) sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Vessels are now required to obtain bunker delivery notes and International Air Pollution Prevention (IAPP) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on vessels were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (scrubbers), which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.

Sulfur content standards are even stricter within certain "Emission Control Areas", or ECAs. As of January 1, 2015, vessels operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area, Hawaii Area, and United States Caribbean area. In addition, several Chinese ports have established a similar system. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency "EPA", or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution, or the Barcelona Convention, agreed to support the designation of a new ECA in the Mediterranean. On December 15, 2022, MEPC 79 adopted the designation of a new ECA in the Mediterranean, with an effective date of May 1, 2025. In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic Waters and the North-East Atlantic Ocean.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to vessels that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for vessels built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires vessels above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from vessels, as discussed further below.

MARPOL made mandatory certain measures relating to energy efficiency for vessels. All vessels are now required to develop and implement Ship Energy Efficiency Management Plans (SEEMP), and new vessels must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (EEDI). Under these measures, by 2025, all new vessels built will be 30% more energy efficient than those built in 2014. MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI's "phase 3" requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.

Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (EEXI), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (CII). The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on board.
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For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (HFO) by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session in June 2021 and entered into force in November 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023. Any vessels that will not meet this new EEXI requirement will need to adopt energy-saving/emission reducing technology, through retrofits, to reach compliant levels. This creates a vast array of implications for the tanker industry going forward. Recycling of older ships could accelerate as the investments to comply with regulations are not feasible. One of the most efficient ways of reducing emissions is reducing power, this would in turn limit vessel speed and with that supply.

MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic. MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. The amendments will enter into force on May 1, 2024.

MEPC 78 made progress with the discussions around the revision of the Initial IMO GHG Strategy. The revision takes into account the commitment to strengthen the levels of ambition of the Initial Strategy and the needs of developing States, in particular small island developing States (SIDS) and least developed countries (LDCs). The MEPC adopted guidelines to support the implementation of the short-term measure to reduce ships' carbon intensity in accordance with the timelines set out in the Initial IMO GHG Strategy. The MEPC also approved draft amendments to appendix IX of MARPOL Annex VI on the reporting of EEXI and CII values to the IMO Data Collection System (DCS). Regarding the so-called "basket of candidate mid-term measures" the MEPC integrated various technical elements (for example, a GHG fuel standard and/or enhancement of IMO's carbon intensity measures) and carbon pricing elements (for example, a market-based measure). The MEPC agreed to designate the entire Mediterranean Sea as an emission control area, meaning that ships will - from 2025 - have to comply with more stringent controls on sulfur oxide emissions. In a SOx-ECA, the limit for sulfur in fuel oil used on board ships is 0.10% m/m, while outside these areas the limit is 0.50% m/m. Proposed amendments to MARPOL Annex VI were also approved, with a view to adoption at MEPC 79, which will designate the Mediterranean Sea, as a whole, as an Emission Control Area for Sulphur Oxides (Sox-ECA) and particulate matter. The amendment could enter into force in mid-2024, with the new limit taking effect from 2025.

MEPC 79 approved an extension of the Unified Interpretation of Regulation 18.3 of MARPOL Annex VI related to Nox emissions when using biofuels, that it should also be applicable for fuels with a synthetic fuel content of up to 30%.

MEPC 80 approved draft amendments to MARPOL Annex VI regarding the revision of the IMO ship fuel oil consumption Data Collection System (DCS). The ISWG-GHG 14 session in March 2023 had discussed relevant proposals, noting broad support within the Group for the inclusion of data on transport work and on enhanced level of granularity of reported data in the DCS. The draft amendments relate to MARPOL Annex VI Appendix IX on "Information to be submitted to the IMO Ship Fuel Oil Consumption Database" (relating to regulation 27), relating to reporting of data on cargo carried. MEPC 80 also approved the review plan of the CII regulations and guidelines, which must be completed at the latest by January 1, 2026.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The SOLAS Convention addresses issues related to the safe manning of vessels and emergency preparedness, training and drills. The Convention of Limitation of Liability for Maritime Claims (LLMC) sets limitations of liability for a loss of life or personal injury claim or a property claim against vessel owners. All of the Euronav vessels are in full compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (ISM Code), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code.

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The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate (SMC) for each vessel they operate. This certificate evidences compliance by a vessel's management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance (DOC), issued by, or on behalf of, each flag state, under the ISM Code. We have obtained applicable documents of compliance for our ship management offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.

Regulation II-1/3-10 of the SOLAS Convention governs vessel construction and stipulates that vessels over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers, among other vessels. The SOLAS Convention regulation II-1/3-10 on goal-based vessel construction standards for oil tankers, among other vessels, which entered into force on January 1, 2012, requires that all oil tankers, among other vessels, of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (GBS Standards).

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (IMDG Code). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments, which came into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (STCW). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (Polar Code). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.

In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System ("GMDSS"), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel. These new requirements may impact the cost of our operations.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM Convention) in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires vessels to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all vessels to carry a ballast water record book and an international ballast water management certificate.
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On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date "existing vessels" and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention's implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Those changes were adopted at MEPC 72. Vessels over 400 gross tons generally must comply with a "D-1 standard," requiring the exchange of ballast water only in open seas and away from coastal waters. The "D-2 standard" specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. We currently have 4 vessels that do not comply with the updated guideline which we expect will be retrofitted at the occasion of their first next dry dock

Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines. As of October 13, 2019, MEPC 72's amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standard by September 8, 2024. Costs of compliance with these regulations may be substantial. Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention. These amendments have entered into force on June 1, 2022. In December 2022, MEPC 79 agreed that it should be permitted to use ballast tanks for temporary storage of treated sewage and grey water. MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.

MEPC 80 approved the Convention Review Plan (CRP) under the experience‑building phase associated with the BWM Convention, including the list of priority issues to be considered in the convention review stage. This will guide the comprehensive review of the BWM Convention over the next three years and the corresponding development of a package of amendments to the Convention. The CRP, which will be disseminated as a BWM.2 circular, envisages that the amendments developed during this comprehensive process could be adopted at MEPC 85 in Autumn 2026. MEPC 80 adopted amendments to appendix II of the Annex to the BWM Convention (Form of Ballast Water Record Book). They are expected to enter into force on 1 February 2025. MEPC 80 also discussed a number of matters relating to the implementation of the BWM Convention: (i) approved a BWM.2 circular on Guidance on matters relating to ballast water record-keeping and reporting; (ii) adopted an MEPC resolution on Amendments to the Guidelines for ballast water management and development of Ballast Water Management Plans (G4); (iii) adopted an MEPC resolution on Amendments to the Guidelines for ballast water exchange (G6); (iv) adopted an MEPC resolution on Guidance for the use of electronic record books under the BWM Convention; (v) approved draft amendments to regulations A-1 and B-2 of the BWM Convention concerning the use of electronic record books under the Convention and instructed the Secretariat to circulate the amendments with a view to adoption by MEPC 81; (vi) approved a Protocol for verification of ballast water compliance monitoring devices; (vii) approved a unified interpretation to the form of the International Ballast Water Management Certificate (IBWMC) and regulations B-3.5 and B-3.10 of the BWM Convention; and (viii) granted Final Approval to two ballast water management systems which make use of Active Substances, granted Basic Approval to one, and extended the Final Approval of another for use in fresh water.

Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (CLC). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions.
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The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the vessel owner's actual fault and under the 1992 Protocol where the spill is caused by the vessel owner's intentional or reckless act or omission where the vessel owner knew pollution damage would probably result. The CLC requires vessels over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention "Blue Cards" to enable signatory states to issue certificates. All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (Bunker Convention) to impose strict liability on vessel owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of vessels over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in vessel's bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Vessels are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti‑Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships (Anti‑fouling Convention). The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. Vessels of 24 meters in length or more but less than 400 gross tons engaged in international voyages will have to carry a Declaration on Anti-fouling Systems signed by the owner or authorized agent. We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.

In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the last application to the ship of such a system. In addition, the IAFS Certificate has been updated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of these amendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling application to the vessel. These amendments were formally adopted at MEPC 76 in June 2021 and entered into force on January 1, 2023. The MEPC adopted revised guidelines to support implementation of the AFS Convention, following the adoption, in 2021, of amendments to include controls on the biocide cybutryne.

MEPC 80 adopted the revised Guidelines for the control and management of ship biofouling to minimize the transfer of invasive aquatic species (Biofouling Guidelines), following a comprehensive review of the Guidelines. The 2023 Guidelines expand on and update the previous version, with a view to strengthening it and increasing its uptake.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the vessel owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations may have on our operations.

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United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990 (OPA) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.'s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

•injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
•injury to, or economic losses resulting from, the destruction of real and personal property;
•loss of subsistence use of natural resources that are injured, destroyed or lost;
•net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
•lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
•net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. On December 23, 2022, the USCG issued a final rule to adjust the limitation of liability under the OPA. Effective March 23, 2023, the new adjusted limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,500 per gross ton or $21,521,000 (previous limit was $2,300 gross ton or $19,943,400). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG's financial responsibility regulations by providing applicable certificates of financial responsibility.

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The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement's (BSEE) revised Production Safety Systems Rule (PSSR), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and the former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. In January 2021, current U.S. President Biden signed an executive order temporarily blocking new leases for oil and gas drilling in federal waters. However, attorneys general from 13 states filed suit in March 2021 to lift the executive order, and in June 2021, a federal judge in Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas leases "lies solely with Congress." In August 2022, a federal judge in Louisiana sided with Texas Attorney General Ken Paxton, along with the other 12 plaintiff states, by issuing a permanent injunction against the Biden Administration's moratorium on oil and gas leasing on federal public lands and offshore waters. After being blocked by the courts, in September 2023, the Biden administration announced a scaled back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners' responsibilities under these laws. The Company complies and intends to comply going forward with all applicable state regulations in the ports where the Company's vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operations. Cybersecurity is also a top priority with the U.S. Coast Guard, and they announced a concentrated campaign to assist in identifying and addressing cybersecurity vulnerabilities during the first quarter of the year 2023. The cybersecurity of our vessels continues to improve through hands-on training, campaigns and external assistance/equipment provision.

Other United States Environmental Initiatives

The U.S. Clean Air Act (CAA) of 1970 (including its amendments of 1977 and 1990) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Our vessels operating in such regulated port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these existing requirements.

The U.S. Clean Water Act (CWA) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of "waters of the United States" (WOTUS), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of WOTUS. In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the Navigable Waters Protection Rule (NWPR) which significantly reduced the scope and oversight of EPA and the Department of the Army in traditionally non-navigable waterways. On August 30, 2021, a federal district court in Arizona vacated the NWPR and directed the agencies to replace the rule with the pre-2015 definition. In January 2023, the revised WOTUS rule was codified in place of the vacated NWPR. On May 25, 2023, the United States Supreme Court ruled in the case Sackett v. EPA that only wetlands and permanent bodies of water with a "continuous surface connection" to "traditional interstate navigable waters" are covered by the CWA, further narrowing the application of the WOTUS rule. On August 2023 the EPA and the Department of the Army issued the final WOTUS rule that largely reinstated the pre-2015 definition and applied the Sackett ruling.
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The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to VIDA, which was signed into law on December 4, 2018 and replaces the VGP program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (NISA), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance and enforcement regulations within two years of EPA's promulgation of standards. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (NOI) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.

The Clean Shipping Act of 2023 (HR 4024) introduced on June 12, 2023 has been referred to the House Committee on Energy and Commerce. The bill seeks to amend the Clean Air Act to establish standards to limit the carbon intensity standards for marine fuels that would become more stringent over time. The baseline is defined as the average carbon intensity of the fuel used by certain vessels and voyages. These requirements would be implemented through an EPA regulatory project with a final rule required by January 1, 2026. No additional action via the House Committee has been scheduled yet. In addition, the International Maritime Pollution Accountability Act (S 1920) introduced on June 8, 2023 would impose a pollution fee of $150 per ton of carbon emissions from fuel used on the inbound transit of vessels calling at US ports. Additional fees would apply for nitrogen oxide, sulphur dioxide and particulate matter. Revenues would be earmarked to modernize the US Jones Act fleet and electrifying shipbuilding and other programs to reduce emissions from marine sources. This bill has been referred to the Senate Committee on Environment and Public Works.

Ocean Shipping Reform Act of 2022 requires the Federal Maritime Commission to (1) investigate complaints about detention and demurrage charges (i.e., late fees) charged by common ocean carriers, (2) determine whether those charges are reasonable, and (3) order refunds for unreasonable charges. It also prohibits common ocean carriers, marine terminal operators, or ocean transportation intermediaries from unreasonably refusing cargo space when available or resorting to other unfair or unjustly discriminatory methods.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit vessel-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the vessel is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with vessels over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk vessels, as determined by type, age, and flag as well as the number of times the vessel has been detained. The European Union also adopted and extended a ban on substandard vessels and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in MARPOL Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by vessels at berth in the Baltic, the North Sea and the English Channel (the "SOx-Emission Control Area"). As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.
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The Ship Recycling Regulation adopted in 2013 by the European Parliament and the Council of the European Union aims to reduce the negative impacts linked to the recycling of ships flying the flag of Member States of the Union. The Regulation lays down requirements that ships and recycling facilities have to fulfill in order to make sure that ship recycling takes place in an environmental sound and safe manner.

The Regulation first prohibits or restricts the installation and use of hazardous materials (like asbestos or ozone-depleting substances) on board ships.

The EU Ship Recycling Regulation (EUSRR), adopted in 2013, contains requirements for EU-flagged ships, of 500 gross tonnage and above, to carry an inventory of hazardous materials (IHM). In addition, ships calling at EU ports from non-EU countries will also be required to carry an IHM identifying all the hazardous materials on board. EU-flagged ships must also be scrapped in an EU approved ship recycling facility.

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union's carbon market, or the EU Emissions Trading System ("EU ETS"). This will require shipowners to buy permits to cover these emissions. On December 18, 2022, the Environmental Council and European Parliament agreed on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the start. Big offshore vessels of 5,000 gross tonnage and above will be included in the 'MRV' on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU's "Fit-for-55," could also affect our financial position in terms of compliance and administration costs when they take effect.


Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from vessels. The U.S. initially entered into the agreement, but on June 1, 2017, the former U.S. President Trump announced that the United States intends to withdraw from the Paris Agreement, and the withdrawal became effective November 4, 2020. On January 20, 2021, U.S. President Biden signed an executive order to rejoin the Paris Agreement, which the U.S. officially rejoined on February 19, 2021.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from vessels was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from vessels. The initial strategy identifies "levels of ambition" to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from vessels through implementation of further phases of the EEDI for new vessels; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses. At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the ambition during the revision process. MEPC 79 revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The MEPC 80 session adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, with enhanced targets to tackle harmful emissions.
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The revised 2023 IMO GHG Strategy includes an enhanced common ambition to reach net-zero GHG -emissions from international shipping close to 2050, a commitment to ensure an uptake of alternative zero and near-zero GHG fuels by 2030, as well as indicative check-points for 2030 and 2040.

The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol's second period from 2013 to 2020. Starting in January 2018, large vessels over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its "Fit-for-55" legislation package . As part of this initiative, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union's carbon market, EU ETS, are also forthcoming.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, the former U.S. President Trump signed an executive order to review and possibly eliminate the EPA's plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken regulations for methane emissions. On August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. However, U.S. President Biden recently directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. The proposed rule would reduce 41 million tons of methane emissions between 2023 and 2035 and cut methane emissions in the oil and gas sector by approximately 74 percent compared to emissions from this sector in 2005. In 2023, EPA announced a final rule that will sharply reduce methane and other harmful air pollutants from the oil and natural gas industry, including from hundreds of thousands of existing sources nationwide, promote the use of cutting-edge methane detection technologies, and deliver significant economic and public health benefits. If these new regulations are finalized, they could affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be affected to the extent that climate change may result in sea level changes or certain weather events.

International labour Organization

The International Labour Organization (ILO) is a specialized agency of the UN that has adopted the Maritime Labour Convention 2006 (MLC 2006), which has been amended in 2018 A Maritime Labour Certificate and a Declaration of Maritime Labour Compliance is required to ensure compliance with the MLC 2006 for all vessels above 500 gross tons in international trade. MLC is often called the "fourth pillar" of International maritime regulatory regime, because it stands beside the key IMO Conventions (SOLAS, MARPOL & STCW) that support quality shipping and held to eliminate substandard shipping. The MLC requires that vessel operators obtain an MLC Compliance certificate for each vessel they operate. All our vessels are in full compliance with and are certified to meet MLC 2006.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (MTSA). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code (ISPS Code). The ISPS Code is designed to enhance the security of ports and vessels against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (ISSC) from a recognized security organization approved by the vessel's flag state.





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The following are among the various requirements, some of which are found in SOLAS:

•Onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
•Onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
•The development of vessel security plans;
•Ship identification number to be permanently marked on a vessel's hull;
•A continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
•Compliance with flag state security certification requirements.

Vessels operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel's compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us. We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the Gulf of Guinea, off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified "in class" by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers, among other vessels, constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. In complying with current and future environmental requirements, vessel-owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditures on our vessels to keep them in compliance.

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

The operation of our vessels is affected by the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an "extensive Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. Currently, all of our vessels are ISM Code-certified and we expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
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If we are subject to increased liability for non-compliance or if our insurance coverage is adversely impacted as a result of non-compliance, it may negatively affect our ability to pay dividends, if any, in the future. If any of our vessels are denied access to, or are detained in, certain ports, this may decrease our revenues.

Every seagoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in class," signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned and will certify that such vessel complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

•Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.

•Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and are to be carried out either at or between the second and third Annual Surveys after Special Periodical Survey No. 1 and subsequent Special Periodical Surveys. Those items which are additional to the requirements of the Annual Surveys may be surveyed either at or between the second and third Annual Surveys. After the completion of the No.3 Special Periodical Survey the following Intermediate Surveys are of the same scope as the previous Special Periodical Survey.

•Special Periodical Surveys (or Class Renewal Surveys). Class renewal surveys, also known as Special Periodical Surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, and should be completed within five years after the date of build or after the crediting date of the previous Special Periodical Survey. At the special survey, the vessel is thoroughly examined, including ultrasonic-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than the minimum class requirements, the classification society would prescribe steel renewals. A Special Periodical Survey may be commenced at the fourth Annual Survey and be continued with completion by the fifth anniversary date. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.

As mentioned above for vessels that are more than 15 years old, the Intermediate Survey may also have a considerable financial impact.

At an owner's application, the surveys required for class renewal (for tankers only the ones in relation to machinery and automation) may be split according to an agreed schedule to extend over the entire five-year period. This process is referred to as continuous survey system. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most vessels are subject also to a minimum of two examinations of the outside of a vessel's bottom and related items during each five-year special survey period. Examinations of the outside of a vessel's bottom and related items is normally to be carried out with the vessel in drydock but an alternative examination while the vessel is afloat by an approved underwater inspection may be considered. One such examination is to be carried out in conjunction with the Special Periodical Survey and in this case the vessel must be in drydock. For vessels older than 15 years (after the third Special Periodical Survey) the bottom survey must always be in the drydock. In all cases, the interval between any two such examinations is not to exceed 36 months.

In general, during the above surveys if any defects are found, the classification surveyor will require immediate repairs or issue a "recommendation" which must be rectified by the shipowner within prescribed time limits.

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in-class" by a classification society which is a member of the International Association of Classification Societies, or the IACS. All our vessels are certified as being "in-class" by Lloyds Register or DNV who are both members of IACS.
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All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard purchase contracts and memoranda of agreement. If the vessel is not certified on the scheduled date of closing, we have no obligation to take delivery of the vessel.

In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages. We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to, amongst others, political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon vessel owners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for vessel owners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance

We procure hull and machinery insurance (both for hull and I.V.), protection and indemnity insurance, which includes cover for environmental damage and pollution insurance. We also procure war and freight, demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire which covers business interruptions that result in the loss of use of a vessel.

Marine and War Risks Insurance

We have in force marine and war risks insurance for all of our vessels. Our marine hull and machinery insurance covers risks of particular and general average and actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured named perils up to an agreed amount per vessel. Our war risks insurance covers the risks of particular and general average and actual or constructive total loss from acts of war and civil war, terrorism, piracy, confiscation, seizure, capture, vandalism, sabotage, and other war-related named perils. We have also arranged coverage for increased value for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover amounts in excess of those recoverable under the hull and machinery policy in order to compensate for additional costs associated with replacement of the loss of the vessel. Each vessel is covered up to at least its fair market value at the time of the insurance attachment and subject to a fixed deductible per each single accident or occurrence, but excluding actual or constructive total loss. As of the date of this annual report, nil deductible applies under the war risks insurance. We have a separate worldwide cover for piracy incidents and related ransom claims.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury, sickness or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations (clubs).

Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. The International Group's website states that the Pool provides a mechanism for sharing all claims in excess of US $10 million up to, currently, approximately US $8.2 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

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Application of global Environmental and other regulations

FuelEU Maritime sets a limit on the overall lifecycle GHG intensity of fuels used in 2020 as a reference and start taking effect in 2025. It also introduces a mandate for using Onshore Power Supply for two ship types, i.e. passenger ships and container ships. The geographical scope covers energy used at berth and on intra-EU voyages as well as 50% of the energy sources used on voyages inbound and outbound to/from the EU. The proposed Regulation introduces a pooling mechanism for companies in order to meet the carbon intensity target as well as EU harmonized penalties for missing the targets. It also introduced an additional MRV system as well as a methodology of life cycle analysis of fuels. A key concern about these proposals is the complexity it would introduce for both users and suppliers of marine energy in order to prove and certify the full well to wake GHG lifecycle emissions of alternative non-fossil fuels. Certifying the real Well-to-Tank GHG emissions and the production pathway could be very complex, as it is quite likely that new alternative fuels similar to that of today's oil-based fuels – will be blends of components from different producers and production method.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict our ability to comply and the ultimate cost of complying with these requirement unless valid and detailed regulatory information becomes available well in advance, and also, the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

As one of the largest listed crude tanker shipping companies in the world, we recognize the need to operate a safe, responsible and sustainable business built for the long term. We are committed to implementing ESG practices into our operational and strategic decision-making to be a leader in sustainable crude tanker shipping. As such, we aim to exceed minimum compliance levels set forth in rules and regulations governing the maritime industry, including certain rules and regulations described below, if possible and appropriate for our business.

In this respect in terms of disclosure we report in accordance with the Marine Transportation framework established by the Sustainability Accounting Standards Board (SASB). The SASB standard allows us to identify, manage and report on material sustainability or ESG topics with industry specific performance metrics, based on SASB's internationally recognized indicators and related definitions, scope and calculations. Additionally, we have incorporated the principles of the UN Sustainability Development Goals where applicable.

We believe that environmental actions, addressing climate change, and operating our business to the highest safety standards cannot be done without strong governance, which includes high ethical standards and oversight from an independent board and management. Environment and governance cannot do without the input of social or human capital. Sustainability at Euronav goes beyond emissions, climate change and environmental pollution. It is also about delivering a caring, respectful and supportive environment to our employees, prioritizing safety at all levels of our business, and ensuring accountability on these objectives.

Our ESG Performance

We are committed to ESG-related measurements and have been embracing ESG as a set of principles by which the Company wants to operate. We want to preserve not only the ocean, but also the environment and society in which we operate.

Our sustainability policy aligns with UN Sustainable Developments goals (SDGs) of a "shared blueprint for peace and prosperity for people and the planet, now and into the future". We are proud to be engaged with the SDGs and believe we can actively support ten of the 17 SDGs: Good Health and Well-being (SDG - 3), Gender Equality (SDG - 5), Clean Water and Sanitation (SDG - 6), Affordable and Clean Energy (SDG - 7), Decent Work and Economic Growth (SDG - 8), Industry, Innovation and Infrastructure (SDG - 9), Responsible Consumption and Production (SDG - 12), Climate Action (SDG - 13), Life Below Water (SDG - 14), and Partnerships for the Goals (SDG - 17).

We worked together with key stakeholders to build our 2022 materiality assessment. External stakeholders, including banks, and internal stakeholders, our management team, have provided their ESG expectations to be prioritized during 2022 and beyond. In the first quarter of 2024, we started with a double materiality assessment as required by the European Union Corporate Sustainability Reporting Directive. We have already established a strong governance framework to implement a decarbonisation strategy, and our internal business platforms have demonstrated a strong and tested foundation to drive growth.
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Environmental
We continuously challenge ourselves in a highly volatile environment. Moreover, we comply with all applicable environmental regulations and industry's best practices, and we strive to: a) map, b) measure, c) understand, d) disclose and e) mitigate our impact both on ambient and marine environment.
 
•In May 2022, we disclosed our decarbonization strategy with the ambition of reaching net-zero emissions for our vessels by 2050.

•Our decarbonization strategy and operational milestones help ensure that we achieve our 2030, 2040 and 2050 targets.

•We have established a dedicated fuel procurement and management team to ensure compliant Very Low Sulfur Fuel Oil (VLSFO) fuel is managed effectively and complies with IMO regulations to reduce SOX emissions by 85%.

•We have an ongoing retrofitting program across our entire fleet to comply with the IMO's Ballast Water Management Convention, Carbon Intensity Index (CII) and Energy-Efficiency Design Index (EEDI) requirements.
•Despite the heightend standards in 2023, we maintained a "B" performance rating from the Carbon Disclosure Project, which highlights our ongoing transparency and engagement for climate change.

•We actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Global Maritime Forum, the Getting to Zero Coalition, International Tanker Owner Pollution Federation, Sea Cargo Charter, Hellenic Marine Environment Protection Association (HELMEPA) and International Association of Independent Tanker Owners (Intertanko).

By introducing the Supplier Environmental Sustainability Index to more than 40 vendors, accounting for over $60 million spent, we have enhanced our sustainability policies and vendor assessments, helping us to further integrate vendors' sustainability performance into our Scope 3 GHG emission mapping project.

•We expanded our ESG risks coverage in our enterprise risk management risk matrix by including risks related to marine biodiversity.

•We participate in two EU-funded projects structured to promote zero-emission waterborne transport, digital transformation, and wind propulsion.

•We joined the EU Waterborne Technology Platform, an EU research and development alliance.

•We engaged with the Great Whale Conservancy and the Whales Guardian program with the intent to mitigate whale strikes in sensitive marine ecosystems. We instructed our crew members to follow specific navigation routes when entering whale habitats.

•In 2023, Euronav decided to engage with one of the known Classification Societies which is providing consulting and engineering support to develop Euronav's fleet transition plan. The outcome of that exercise is detailing the requirements for individual vessels to comply with Euronav's 2050 NetZero ambition, IMO's intermediate check-points in 2030 and 2040, to be in compliance with the Poseidon Principles V4 minus 2%, and to ensure annual CII level of A/B/C. By defining both the operational measures, CaPex investment required, the impact on the OpEx, and the additional FuelEx (cfr. Biofuels), Euronav is now able to respond to the key questions "what measures do we need to invest in" and "how much is our decarbonisation strategy expected to cost?".

Social
•We focus on continuously improving our operational excellence and social impact on health, safety and wellbeing of employees, both on shore and at sea.

•We joined All Aboard Alliance, which is a platform for sharing knowledge and best practices regarding the promotion of equity, diversity and inclusiveness in the shipping sector.

•The health, safety and well-being of our people at sea and on shore is our top priority. We are a signatory to the Neptune Declaration on Seafarer Wellbeing, which promotes the health and safety of seafarers.

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•Our Euronav Hellas Ship Management has been contributing to a cross-industry study to ensure that shipping's response to the climate emergency puts seafarers at the heart of the solution, supported by the Maritime Just Transition principles.

•We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification.
•We maintain high retention rates both on board and ashore and work to facilitate the professional development and career advancement of our people.

•Euronav has been included in the Bloomberg Gender-Equality Index since 2017 and is the only shipping company to be including in this company-wide assessment of gender representation.

•Nationality diversity is substantiated by the 35 different nationalities at sea and 18 different nationalities on shore.

•Our community investment activities focus on, but are not limited to, supporting vulnerable groups and youth education.  

Governance

•We endeavor to apply corporate governance best practices, adhere to high ethical principles and ensure the high commercial performance of our fleet.

•The Company is governed by a diverse and experienced Supervisory Board.

•Established in 2019, Euronav is the only crude tanker company to have a dedicated committee comprising Supervisory and Management Board members as part of the Sustainability Committee. The role of this Sustainability Committee is to oversee Euronav's management of and strategy toward sustainability and climate change.

•Euronav approaches each financing opportunity through a 'sustainable lens', together with its syndicate of partner banks that share the same values. At the end of 2023, 18% of Euronav's commercial bank financing commitments had a sustainability-liked component into it.

•We have a transparent Code of Business Conduct and Ethics, Anti-Corruption Policy and Whistleblower Protection Policy in place.

We implement robust risk management and strong internal controls.

Our Decarbonization Strategy

We aim to lead the crude tanker and the shipping industry's efforts to reduce greenhouse gas (GHG) emissions and comply with any set of regulations that we are liable to either globally or regionally. We intend to lead by example through the engagement with coalitions and broader industry collaboration with participants that aim to decarbonize the industry. We are focused on reducing emissions progressively going forward with yearly milestone targets in the short term and strategic commitments in the long-term.

Key drivers of our decarbonization strategy include:

•Continuing to lead by example by being transparent on reporting on our Scope 1, 2, and 3 GHG emissions.

•Improving the energy efficiency of our existing fleet by applying innovative technologies and reducing fuel consumption, leading to the fourth consecutive time scoring (A) under the 'Emission Reduction Initiatives' field of the Carbon Disclosure Project (CDP).

•Conducting analyses on the energy transition and potential fuel pathways to shipping decarbonization. We support the energy transition by participating in research and development for new zero-emission technologies and alternative fuels.

•Activating operational measures where possible set forth by our people on board.

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•Developing partnerships and participating in cross-industry alliances which aim at shipping decarbonization.

•Partnering with research and development EU zero-emission shipping alliances to support development of future research agendas in the decarbonization of the waterborne transport sector.

•Implementing a fleet rejuvenation policy with the view to introduce a new and eco-efficient ship design aimed to reduce fuel consumption due to technology advancement.

Our ambition is to achieve decarbonization of shipping operations by 2050. We have committed to net-zero emission by 2050, acknowledging the high degree of uncertainty regarding the energy transition. We aim to align with the IMO's emission reduction trajectories by 2030. We have and will continue to take various steps to reduce our carbon footprint and improve the environment, including, but not limited to, investments made to our fleet. Specifically, we have:

•Divested of certain older, less fuel-efficient vessels and replaced them with modern, more fuel-efficient vessels with lower fuel consumption in order to reduce our fleet's GHG emissions.

•Installed ballast water treatment systems on all our vessels in our current fleet.

•Engaged in investments designed to improve operational performance and reduce emissions.

•New building order of VLCC tonnage powered by dual fuel ammonia engines (ready).

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of the vessel. We have obtained all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.

Principal Executive Offices

Our principal executive Headquarters is located at De Gerlachekaai 20, 2000 Antwerpen, Belgium. Our telephone number at that address is +32 3 247 44 11.

See section "Item 4 D. Property, Plants and Equipment" for a more detailed overview on our office and warehouse footprint.

Our website is www.euronav.com. The information contained on our website does not form a part of this annual report.

C.          Organizational Structure

We were incorporated under the laws of Belgium on June 26, 2003. We own our vessels either directly at the parent level or indirectly through our wholly-owned vessel owning subsidiaries.

The ship management of our vessels is performed mainly by our wholly-owned subsidiaries Euronav Ship Management SAS, Euronav SAS, Euronav Singapore Pte. Ltd. and Euronav Ship Management (Hellas) Ltd.

Our subsidiaries are incorporated under the laws of Belgium, Cyprus, France, Guernsey, Hong Kong, Ireland, Liberia, Luxembourg, Marshall Islands, Namibia, the Netherlands, Singapore and the United Kingdom.
Please see Exhibit 8.1 to this annual report for a list of our subsidiaries and joint ventures.

D.          Property, Plants and Equipment

For a description of our fleet, please see "Item 4. Information on the Company—B. Business Overview—Our Fleet."

We own no properties other than our vessels. We lease office space in various jurisdictions, and have the following material leases in place for such use as of January 1, 2024:

•Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $279,240.

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•Greece, located at 31-33 Athinon Avenue, Athens, Greece 10447, for a yearly rent of $438,699.

•France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a yearly rent of $28,790.

•United Kingdom, London, located at 10 Bressenden Place, Verde, London SW1E 5DH, for a yearly rent of $47,799.

•Singapore, located at 79 Anson Road, #23-06 Singapore (079906), for a yearly rent of $136,142.

•Hong Kong, located at Room 2503-05 25th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong, for a yearly rent of $35,398.

•United States of America, located at 299 Park Avenue, New York, for a yearly rent of $2,241,314. We sublease this office space to third parties and received a total yearly rent of $1,689,180. This lease expires in September 2025

•Switzerland, located at Place Bourg de Four #4, Geneva 1204 for a yearly rent of $31,126.

Certain entities within the CMB.TECH Group lease office and/or warehouse space, and have the following lease in place as of January 1, 2024:


•Belgium, located at De Gerlachekaai 20, Antwerp, Belgium for a yearly rent of $76,437

•Belgium, located at Mexicostraat 9, Antwerp, Belgium for a yearly rent of $34,741

•Belgium, located at Benzineweg 1, Antwerp, Belgium for a yearly rent of $72,930
•
•Netherlands, located at Loggerstraat 25, Ijmuiden, Netherlands for a yearly rent of $60,775

•Netherlands, located at Trawlerkade 104/104A/106, Ijmuiden, Netherlands for a yearly rent of $110,765

•United Kingdom, located at Lowestoft Haven Marina School Road, Lowestoft, United Kingdom for a yearly rent of $45,825

•United Kingdom, located at Old Court Buildings Whapload Road, Lowestoft, United Kingdom for a yearly rent of $80,737

•United Kingdom, located at Units 1-3, Lowestoft Enterprise Park School Road, Lowestoft, United Kingdom for a yearly rent of $41,507

•United Kingdom, located at Unit 16, Wavenay Market West, Lowestoft, United Kingdom for a yearly rent of $17,001

•United Kingdom, located at Unit 7, Quayside Business Centre School Road, Lowestoft, United Kingdom for a yearly rent of $11,167

•United Kingdom, located at Units A & B, Prospect Way Wash Road, Brentwood, United Kingdom for a yearly rent of $135,537

•Belgium, located at Mexicostraat Kaai 42A, Antwerp, Belgium for a yearly rent of $29,096

•Namibia, located at Portion 8 of Farm 58, Walvis Bay, Namibia for a yearly rent of $78,201

ITEM 4A.    UNRESOLVED STAFF COMMENTS
None.
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ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following management's discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, such as those set forth in "Cautionary Statement Regarding Forward-Looking Statements" and "Item 3. Key Information—D. Risk Factors" and elsewhere in this report.

For a discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see "Item 5. Operating and Financial Review and Prospects – A. Operating Results – Year ended December 31, 2022, compared to the year ended December 31, 2021" contained in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 12, 2023 and incorporated by reference herein.

Factors affecting our results of operations
The principal factors which have affected our results of operations and are expected to affect our future results of operations and financial position include:
•The spot rate and time charter market for VLCC and Suezmax tankers;
•The number of vessels in our fleet;
•Utilization rates on our vessels, including actual revenue days versus non-revenue ballast and off-hire days;
•Our ability to maintain and grow our customer relationships;
•Economic, financial, regulatory, political and government conditions that affect the supply and demand of crude oil and the tanker shipping industry;
•The earnings on our vessels;
•Gains and losses from the sale of assets and amortization of deferred gains;
•Vessel operating expenses, including in some cases, the fluctuating price of fuel expenses when our vessels operate in the spot or voyage market;
•Impairment losses on vessels;
•Administrative expenses;
•Potential liabilities arising from pending or future claims;
•Acts of piracy or terrorism;
•Depreciation, scrap value and the impact of steel prices;
•Drydocking and special survey days, both expected and unexpected;
•Our overall debt level and the interest expense and principal amortization;
•The European Ship Recycling regulation which is applicable as of January 1, 2019;
•IMO 2020: The MARPOL convention, Annex VI Prevention of Air Pollution from Ships which reduces the maximum amount of Sulfur that ships can emit into the air and is applicable since January 1, 2020;
•The International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM) which will be applicable;
•EU embargo on Russian oil;
•Introduction of carbon emission tax regimes , such as the inclusion of shipping in the EU Emissions trading scheme
•Acts of war disturbing normal business operations; and
•Changes in tax regimes in certain jurisdictions.

Russian trade

The Russian invasion of Ukraine in 2022 has had significant impact on the way oil trades across the world. Many EU and G7 nations have sanctioned Russian oil, which sanctions have since become more formalized with the EU ban on Russian crude imports in December 2022. Russian crude oil that was previously sold to geographically close customers in Europe now trades in India, China and to a lesser extent Turkey, meaning Russia has felt very little impact on its crude exports to date, despite losing approximately 1.8 million barrels per day in the European export market. As the effect of re-routing Russian barrels now is over, we would expect the next leg of crude oil demand growth to benefit.

The EU ban also prohibits shipowners with European linked insurance coverage to carry Russian oil. Recent sale and purchase activity suggests that a "dark fleet" is developing to cover Russian business and that the size of the fleet will be large enough to avoid vessels supply setbacks. It is expected that any vessel carrying Russian oil will act as a dedicated Russian vessel.
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Traders and oil majors are increasingly adding clauses to charter parties that forbids Russian oil in a vessel's cargo history.

Owners that do engage in the trading of Russian oil are incentivized by higher freight rates. While the Russian oil trade is likely to increasingly trade on dedicated ships, these ships will in effect exit the mainstream fleet. At the same time the trade routes into and out of Russian ports will disappear from the mainstream tanker business.

As we expect most of the Russian crude oil will continue to be sold to India and China we have seen an increase of oil loaded on board, as opposed to when the oil was shipped to Europe. Vessel owners engaging in this business will be unable to triangulate, which will increase the average ballast time and employ more tonnage to move the same volume of cargo. The additional tonne-miles on the Russian trade will tighten fleet supply across the tanker space and benefit the international spot fleet.

The crude tanker segments involved directly in the loading oil in Russia are the Aframaxes and the Suezmaxes. Since the commencement of the EU ban on December 5, 2022, industry participants have reported smaller ship-to-ship transfer parcels of VLCCs to take the sanctioned oil to further away customers in larger vessels.

Red Sea conflict

Recent attacks by Houthi rebels targeting merchant ships transiting the Red Sea has caused an increasing number of shipowners and charterers to avoid the Bab-el-Mandeb strait. Last year, nearly 10% of global seaborne crude oil transited this strait (, of which 52% was Russian crude). Even when assuming that Russian oil transiting the Red sea will be less affected, but that all other oil will divert around the Cape of Good Hope, this would result in a significant increase in ton-miles which would have a positive effect on freight rates. There are however some mitigating factors, such as Suezmax cargoes that will be co-loaded on VLCC's and changes in oil trading patterns caused by the Red Sea disruption. It is still too early to tell how severe and long-lasting this will be and secondly, there are still a number of owners who will transit the Red Sea (at a premium).

Impact of Inflation and Interest Rates Risk on our Business

We continue to see near-term impacts on our business due to elevated inflation in the United States of America, Eurozone and other countries, including ongoing global price pressures in the wake of the war in Ukraine and the Israeli-Palestinian conflict, driving up energy prices and commodity prices, which continue to affect our operating expenses. Interest rates have increased rapidly and substantially as central banks in developed countries are keeping elevated interest rates in an effort to subdue inflation. The eventual implications of tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for our business.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS as issued by the International Accounting Standards Board), which requires us to make estimates in the application of accounting policies based on the best assumptions, judgments and opinions of management.

The following is a discussion of our accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our material accounting policies, please see "Note 1—Summary of Significant Accounting Policies to our consolidated financial statements" included herein.

Revenue Recognition

We generate a large part of our revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Under IFRS 15, revenue from contracts with customers, voyage revenue is recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis. Voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port if they qualify as fulfillment costs under IFRS 15.
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To recognize costs incurred to fulfill a contract as an asset, the following criteria shall be met:

•The costs relate directly to the contract;
•The costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future, and
•The costs are expected to be recovered.

Capitalized voyage expenses are amortized ratably between load port and discharge port

Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. The Management Board will, however, analyze each contract before deciding on its accounting treatment between operating lease and finance lease. We do not recognize time charter revenues during periods that vessels are off-hire.

For our vessels operating in the TI Pool, revenues and voyage expenses are pooled and allocated to the pool's participants on a Time Charter Equivalent (TCE) basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses are based on points allocated to participants' vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pool. The pool may enter into contracts that earn either voyage charter revenue or time charter revenue.

Through pooling mechanisms, we receive a weighted, average allocation, based on the total spot results earned by the total of pooled vessels, whereas results from direct spot employment are earned and allocated on a one-on-one basis to the individual vessel and thus owner of the according vessel.

Vessel Useful Lives and Residual Values

The useful economic life of a vessel is variable. Elements considered in the determination of the useful lives of the assets are the uncertainty over the future market and future technological changes. The carrying value of each of our vessels represents its initial cost at the time it was delivered or purchased plus any additional capital expenditures less depreciation calculated using an estimated useful life of 20 years, except for FSO service vessels for which estimated useful lives of 30 years was used. Following the signing of an extension of the contract with North Oil Company until 2032, the end of the useful economic life was set equal to the contract end date or approximately 30 years since build date. Newbuildings are depreciated from delivery from the construction yard.

If the estimated economic lives assigned to our vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by our customers or other future events, this could result in higher depreciation expenses and impairment losses in future periods related to a reduction in the useful lives of any affected vessels. 

The Company and its subsidiaries (the "Group") reviewed the residual value of its vessels, an accounting estimate, in accordance with the accounting policy. The Group considered its continued focus on sustainability, recent trends of the steel industry and the direction of the industry moving forward. Specifically, Euronav considered the steel industry's commitment to be carbon neutral in 2050 and the impact of this on scrap steel.

Scrap steel is easily recoverable and infinitely recyclable and all scenarios leading to carbon neutrality in 2050 are likely to lead to an increased consumption of scrap steel. Further, the use of scrap steel to produce finished products instead of metal ore results in reduced greenhouse gas emissions.

The recycling of steel scrap obtained from end-of-life vessels also helps reduce air and water pollution. Steel scrap from end-of-life products can be recycled back into new steel products with potentially a very low CO2 footprint. This indicates that there will likely be a continuous need for scrap steel and, given the limited availability of scrap steel, this in turn should have a positive impact on the price of steel.

The costs of recycling a vessel with due respect for the environment and the safety of the workers in specialized yards is challenging to forecast as regulations and good industry practice leading to self-regulation can dramatically change over time. As a result, the Group has changed its residual value estimate of vessels from nil to a residual value equal to the lightweight tonnage of each vessel multiplied by a forecast scrap value per ton less supplemental costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments. The scrap value per ton is estimated by taking into consideration the historical four-year scrap market rate average, taking into account any significant impact of (changes in)
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worldwide recycling regulations (EU regulation versus other) and developments, which is updated annually. This change has been implemented in the re-assessment since December 31, 2021.

Vessel Impairment

The carrying values of our vessels may not represent their fair market values at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. We define our Cash Generating Unit (or CGU) as a single vessel, unless such vessel is operated in a pool, in that case such vessel, together with the other vessels in the pool, are collectively treated as a CGU. The carrying amounts of our CGUs are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset or Cash Generating Unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

Tankers

The following internal and external indicators are reviewed to assess whether tankers might be impaired:

•The obsolescence or physical damage of an asset;
•Significant changes in the extent or manner in which an asset is (or is expected to be) used that have (or will have) an adverse effect on the entity;
•A plan to dispose of an asset before the previously expected date of disposal;
•Indications that the financial, operational or environmental performance of an asset is, or will be, worse than expected;
•Cash flows for acquiring the asset, operating or maintaining it that are significantly higher than originally budgeted;
•Net cash flows or operating profits that are lower than originally budgeted;
•Net cash outflows or operating losses;
•Market capitalization below net asset value;
•A significant and unexpected decline in market value;
•Significant adverse effects in the technological, market, economic or legal environment including, but not limited to, vessel and crude oil supply and demand trends; and
•Increases in market interest rates.

When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be recovered, the Group performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost of disposal. For assessing value in use and the assumptions used we refer to the section "Calculation of recoverable amount" further down in the document.

Although management believes that its process to determine the assumptions used to evaluate the carrying amount of the assets, when required, are reasonable and appropriate, such assumptions are subject to judgment. Management is assessing continuously the resilience of its projections to the business cycles that can be observed in the tankers market, and concluded that a business cycle approach provides a better long-term view of the dynamics at play in the industry. By defining a shipping cycle from peak to peak over the last 20 years and including management's expectation of the completion of the current cycle, management is better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. The current cycle is forecasted based on management judgment, analyst reports and past experience. Long term charter rates are used in the calculation in case available.

The Group performed a review of the Internal as well as external indicators of impairment to consider whether further testing was necessary, and determined that there were no indications that vessels might be impaired as of December 31, 2023.

FSOs

The Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. When events and changes in circumstances indicate that the carrying amount of the assets might not be recovered, the Group performs an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd, based on a value-in-use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value-in-use, assumptions are made regarding the use of FSO, forecast charter rates, Weighted Average Cost of Capital (WACC), the useful life of the FSOs (30 years) and a residual value.

The value-in-use calculation for FSOs, when required, is based on the remaining useful life of the vessels as of the reporting date, and the charter rates are determined using the fixed daily rates as negotiated in the extension of the contract.
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The FSO Asia and the FSO Africa are on timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited until 2032.

The Group performed this review of the internal as well as external indicators of impairment to consider whether further testing was necessary, and determined that no value-in-use computation was necessary as of December 31, 2023. Such computation will be implemented in future periods when events and changes in circumstances indicate that an impairment might exist and the carrying amount of the assets might not be recovered.

Calculation of recoverable amount

The recoverable amount of an asset or Cash Generating Unit (CGU) is the greater of its fair value less cost of disposal and value-in-use. In assessing value-in-use, the estimated future cash flows, which are based on current market conditions, historical trends as well as future expectations, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset or cash generating unit. 

The carrying values of our vessels or our FSOs may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. The value of a FSO is highly dependent on the value of the service contract under which the unit is employed.

In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends and/or on future expectations. The Group uses a business cycle approach to forecast expected TCE rates. By defining a shipping cycle from peak to peak over the last 20 years and including management's expectation of the completion of the current cycle, management is better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. The current cycle is forecasted based on management judgment, analyst reports and past experience.

The WACC used to calculate the value-in-use of our assets is derived from our actual cost of debt and the cost of equity is calculated by using the beta as calculated by an external party with the country premium and market risk of our direct competitors, which we believe reflects the appropriate cost of equity.

Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved over the last 5 years, vessels useful lifetime and estimates of residual values consistent with our depreciation policy.

The more significant factors that could impact management's assumptions regarding time charter equivalent rates include:

•Loss or reduction in business from significant customers;
•Unanticipated changes in demand for transportation of crude oil and petroleum products;
•Changes in production of or demand for oil and petroleum products, generally or in particular regions;
•Greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker recycling;
•Changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries; and
•Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII) requirements.

Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current levels.

Our Fleet—Vessel Carrying Values

During the past few years, the market values of vessels have experienced particular volatility, with substantial declines prior to 2018 in many vessel classes and a recovery since then. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below the carrying amounts of those vessels. After undergoing the impairment indicator analysis and, if applicable, the impairment analysis discussed above, we have concluded that for the years ended December 31, 2023 and 2022, no impairment was required.

The following table presents information with respect to the carrying amount of our vessels by type and indicates whether their estimated market values are below their carrying values as of December 31, 2023 and December 31, 2022. The carrying value of each of our vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. Our estimates of market values for our vessels assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations of any kind.
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Our estimates are based on the estimated market values for vessels received from independent ship brokers and are inherently uncertain. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that we could achieve if we were to sell any of the vessels. We would not record a loss for any of the vessels for which the fair market value is below its carrying value unless and until we either determine to sell the vessel for a loss or determine that the vessel is impaired as discussed above in "Critical Accounting Policies—Vessel Impairment".

We believe that the future discounted cash flows expected to be earned over the estimated remaining useful lifetime for those vessels that have experienced declines in market values below their carrying values would exceed such vessels' carrying values (for Vessels or for the CGU as appropriate and defined in the Critical Accounting Policies- Vessel Impairment). For vessels that are designated as held for sale at the balance sheet date, we either use the agreed upon selling price of each vessel, if an agreement has been reached for such a sale, or an estimate of basic market value if an agreement for sale has not been reached as of the date of this annual report.

(In thousands of USD)
Vessel Type
Numbers of Vessels at December 31, 2023
Numbers of Vessels at December 31, 2022
Carrying Value at December 31, 2023
Carrying Value at December 31, 2022
VLCC (includes V PLUS (1))
 16 39 712,107 2,229,373
Suezmax (2)
 21 19 720,706 615,982
FSO (3)
 2 2 196,758 212,579
Vessels held for sale 14 1 870,844 18,459
Total 53 61 2,500,415 3,076,393
(1)As per December 31, 2023, there were no VLCC owned vessels (December 31, 2022: one) that had a carrying value which exceeded the individual market value. As per December 31, 2022 this one vessel had a carrying value of $79.1 million, which exceeded the market value by approximately $3.6 million.

(2)As per December 31, 2023, no Suezmax owned vessels (December 31, 2022: zero) had carrying values which exceeded their individual market values.
(3)As per December 31, 2023, two Floating Storage and Offshore Units (FSO Asia and FSO Africa), are fully owned by the Company.
The table above only takes into account the fleet that is 100% owned by Euronav and does not take into account the right-of-use assets (the VLCC Newton) and the vessels under construction.

Vessels held for sale

Vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such vessels and its sale is highly probable (when it is significantly more likely than merely probable).

Immediately before classification as held for sale, the vessels are remeasured in accordance with our accounting policies. Thereafter the vessels are measured at the lower of their carrying amount and fair value less cost of disposal. No impairment losses were recognized on the vessels held for sale.

Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss. Vessels classified as held for sale are no longer depreciated.

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On October 9, 2023, the Company announced the agreement of two reference shareholders CMB NV ("CMB") and Frontline plc/Famatown Finance Ltd ("Frontline") on a transaction involving multiple interdependent agreements. Part of the agreement included the sale of 24 VLCC tankers from the Euronav fleet for a total of $2.35 billion. A total of 11 VLCC tankers have been delivered before December 31, 2023. 13 VLCC tankers, that were part of the fleet sale to Frontline, have been booked as an asset held for sale (Alice, Anne, Aquitaine, Dominica, Desirade, Alboran, Aral, Andaman, Hatteras, Delos, Doris, Derius and Camus) for a total carrying value of $862.6 million. The net gain on this transaction amounts approximately $372.7 million and will be recorded in the first quarter of 2024.
On November 8, 2023, the Company sold the ULCC Oceania (2003 - 441,561 dwt), for $43.1 million. The vessel was accounted for as a non-current asset held for sale as at December 31, 2023, and had a carrying value of $8.3 million. The vessel was delivered to her new owner on January 15, 2024. Taking into account the sales commission, the net gain on this vessel amounts to $34.8 million and will be recorded in the consolidated statement of profit or loss in the first quarter of 2024.
Euronav announced a new chapter in the evolution of the FAST platform. In a strategic move to enhance capabilities and ensure continued growth, Euronav is transferring the FAST platform to ZeroNorth. The sale price (included in the segment "Corporate") amounts to $2.0 million. The net capital gain amounts to $1.0 million. Closing of the deal and official transfer date is on April 1, 2024.

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Fleet Development
The following table summarizes the development of our fleet as of the dates presented below1:
 
Year ended
December 31, 2023
Year ended
December 31, 2022
Year ended
December 31, 2021
VLCC      
At start of period 40.0  46.0  43.0 
Acquisitions 6.0  2.0  4.0 
Disposals (12.0) (8.0) (1.0)
Chartered-in —  — 
At end of period 34.0  40.0  46.0 
Newbuildings on order 3.0  3.0  3.0 
SUEZMAX
At start of period 22.0  24.5  25.5 
Acquisitions 1.0  2.0  — 
Disposals (1.0) (4.5) (1.0)
Chartered in —  — 
At end of period 22.0  22.0  24.5 
Newbuildings on order 2.0  5.0  5.0 
FSO
At start of period 2.0  1.0  1.0 
Acquisitions —  1.0  — 
Disposals —  —  — 
Chartered in —  —  — 
At end of period 2.0  2.0  1.0 
Newbuildings on order —  —  — 
Total fleet
At start of period 64.0  71.5  69.5 
Acquisitions 7.0  5.0  4.0 
Disposals (13.0) (12.5) (2.0)
Chartered in —  —  — 
At end of period 58.0  64.0  71.5 
Newbuildings on order 5.0  8.0  8.0 

Vessel Acquisitions and Charter-in Agreements

During 2021, four newbuilding VLCCs were delivered from Daewoo Shipbuilding & Marine Engineering shipyard for an aggregate amount of $382.7 million.

In January 2021, we took delivery of the first two of four newbuildings, Delos (2021 – 300,200 dwt) and Diodorus (2021 – 300,200 dwt), which were purchased in February 2020. In March 2021, Euronav took delivery of the third and fourth newbuilding, Doris (2021 - 300,200 dwt) and Dickens (2021 - 300,200 dwt).

On February 10, 2021, we entered into an agreement for the acquisition through resale of two eco-Suezmax newbuilding contracts. Completing construction at the Daehan Shipyard in South Korea, these modern vessels were acquired for an en-bloc price of $113.0 million. Both vessels were delivered in January 2022. The vessels were the latest generation of Suezmax Eco-type tankers. They have been fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment
1 This table includes the vessels and the FSOs that we owned through joint venture entities as per December 31, 2023, December 31, 2022 and December 31, 2021, which we recognized in our income statement using the equity method, valued at our respective share of economic interest. This table does not include vessels that have been acquired but not yet delivered. Furthermore, the table also includes charter-in agreements.

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systems. The vessels have the structural notation to be LNG Ready. Euronav is working closely with the shipyard to also have the structural notation to be Ammonia Ready. This provides the option to switch to other fuels at a later stage.

On April 22, 2021, we announced that we had entered into an agreement with the Hyundai Samho yard for two VLCC newbuilding contracts. In addition to being significantly more fuel efficient compared to the vessels they will replace, the newbuildings will also be fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment Systems. The Group took delivery of the first two VLCCs, Cassius (2023 - 299,158 dwt) and Camus (2023 - 299,158 dwt) in the first quarter of 2023. The third VLCC, Clovis (2023 - 299,158 dwt), was delivered on May 30, 2023.

In July 2021, we announced that we entered into new contracts for the building of three Suezmaxes The three firm Suezmaxes were contracted for a total cost of $199.2 million ($66.4 million each). The first vessel, Brugge (2023 - 156,851 dwt) was delivered on July 7, 2023. The Suezmax Brest (2023 - 156,851 dwt) has been delivered on October 26, 2023. On February 6, 2024, Euronav took delivery of the third newbuild Suezmax Bristol (2024 - 156,851 dwt).

On January 7, 2022, we took delivery of the Suezmax Cedar (2022 - 157,310 dwt) and on January 20, 2022, we took delivery of the Suezmax Cypress (2022 - 157,310 dwt) for an aggregate amount of $118.0 million. Both vessels were constructed at Daehan Shipbuilding (DHSC) in South Korea.

On April 29, 2022, we announced the purchase of two eco-VLCCs, the Chelsea (renamed Dalis) (2020 – 299,995 dwt) and the Ghillie (renamed Derius) (2019 – 297,750 dwt), for $179 million in total in cash. They are sisters of our D-class vessels Delos, (2021 – 300,200 dwt), Diodorus (2021 – 300,200 dwt), Doris (2021 – 300,200 dwt) and Dickens (2021 – 299,550 dwt). These vessels were all built in Korea at Daewoo Shipbuilding & Marine Engineering, are fitted with scrubbers and are the latest generation of ecotype VLCC's. The vessels entered the fleet under their new names.

On June 7, 2022, we announced that we acquired the remaining 50% in TI Asia and TI Africa, the full owner of the FSO platform as previously held in its 50-50 joint venture with International Seaways, Inc. (INSW).

On October 24, 2022, we announced that we entered into an agreement with Daehan Shipbuilding Co. Ltd. for two Suezmax newbuilding contracts. The vessels will be sister ships to Cedar (2022 -157,310 dwt) and Cypress (2022 – 157,310 dwt), built at the same yard. Both vessels are scheduled for delivery in the third quarter of 2024.

On January 11, 2023, we took delivery of the VLCC Cassius (2023 - 299,158 dwt) and on February 28, 2023, we took delivery of the VLCC Camus (2023 - 299,158 dwt) both constructed at Hyundai Samho Heavy Industries (HSHI) in South Korea.

On December 24, 2019, we entered into a sale and leaseback agreement for the VLCC Nautica (2008 - 307,284 dwt) with Taiping and Sinopec TJ4 Shipping Leasing Co. We have leased back the vessel under a bareboat contract. At the end of the bareboat contract, on April 3, 2023, the vessel was purchased and delivered to Euronav Luxembourg.

On May 30, 2023, we took delivery of the VLCC Clovis (2023 - 299,158 dwt) and on July 11, 2023, we took delivery of the VLCC Brugge (2023 - 299,158 dwt) both constructed at Hyundai Samho Heavy Industries (HSHI) in South Korea.

On August 16, 2023, we announced the purchase of one VLCC newbuilding including the option for a second VLCC new build to be lifted in the coming two months. The purchase will cost $112.2 million with highly favourable payment terms and schedule. The vessel is expected to be delivered in the third quarter of2026.

On September 7, 2023, we announced we concluded a two-year time charter with a blue chip partner for the VLCC Donoussa (2016 dwt – 299.999). This contract started immediately and will generate approximately $24 million in cash over the duration of the contract.

On December 30, 2019, we entered into a sale and saleback agreement for the VLCC Nectar (2008 - 307,284 dwt) with Taiping & Sinopec Financial Leasing Ltd Co. We have leased back the vessel under a bareboat contract. At the end of the bareboat contract, on September 27, 2023, the vessel was purchased and delivered to Euronav Luxembourg.

On October 12, 2023, we announced we exercised the option for a second VLCC newbuild. The purchase will cost $112.2 million with highly favourable payment terms and schedule. The vessel is expected to be delivered in the third quarter of 2026.

On October 26, 2023, we took delivery of the Suezmax Brest (2023 - 156,851 dwt).

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On December 7, 2023, we announced we exercised the option for one more VLCC at Qingdao Beihai (China) and ordered two Suezmaxes at Daehan Shipbuilding (South Korea). The vessel is expected to be delivered in the fourth quarter of 2026 and will be ready to be powered by a dual-fuel diesel-ammonia engine. Furthermore, Euronav has concluded two newbuilding ice classed Suezmax orders at Daehan Shipbuilding. These two new ships have been long term time chartered to Valero. Delivery of these vessels is expected in April/May 2026 when each of the time charter contracts will begin.

Vessel Sales and Redeliveries

On February 22, 2021, we entered into a sale and leaseback agreement for the VLCC Newton (2009 – 307,284) with Taiping & Sinopec Financial Leasing Ltd Co. The vessel was sold for a net sale price of $35.4 million. The Company recorded a capital gain of $1.2 million in the first quarter of 2021 upon delivery to their new owners on February 22, 2021. We have leased back the vessel under a 36-months bareboat contract at an average rate of $22,500 per day. During the fourth quarter of 2023, the Company has exercised the purchase option for an amount of $30.0 million. The vessel has been delivered on January 22, 2024.

On June 7, 2021, we announced that we had sold the Suezmax Filikon (2002 – 149,989 dwt) for a net sale price of $16.0 million. We recorded a capital gain of $9.4 million in the second quarter of 2021 upon delivery to its owners on June 4, 2021.

On December 15, 2021, the VLCC Nautilus (2006 - 307,284 dwt), one out of four VLCCs that were part of the sale and leaseback agreement with Quattro LLC, was redelivered. A capital gain of $4.5 million was recorded in the fourth quarter of 2021.

On January 26, 2022, we announced that upon the redelivery of the remaining three VLCCs, which occurred at the maturity of a five-year sale and lease-back agreement, the company booked a USD 13.5 million capital gain on the disposal of assets. The three VLCCs are: Navarin (2007 - 307,284 dwt), Neptun (2007 - 307,284 dwt) and the Nucleus (2007 - 307,284 dwt).

On March 24, 2022, the Suezmax Bari (2005 – 159,186 dwt) was sold for $21.5 million. The vessel was delivered to her new owners during the second quarter. The Suezmax Bari was 50% owned by Euronav.

On April 29, 2022, we announced the sale of four older S-class VLCCs for an en-bloc price of $198 million. The four vessels are the Sandra (2011 – 323,527 dwt), Sara (2011 – 322,000 dwt), Simone (2012 – 315,988 dwt) and the Sonia (2012 – 314,000 dwt). The vessels were delivered to their new owners respectively on May 9, 17 and 20, 2022 and October 10 , 2022. A net capital gain of $1.8 million was recorded on the sale of the four vessels of which $1.4 million in the second and $0.4 million in the fourth quarter of 2022.

On June 13, 2022, we announced that we sold our two eldest Suezmax vessels: the Cap Pierre (2004 - 159,048 dwt) and the Cap Leon (2003 - 159,048 dwt). The combined capital gain realized on these sales amounted to $18.4 million.

On October 17, 2022, Euronav announced that we sold the ULCC (Ultra Large Crude Carrier) Europe (2002 – 441,561 dwt). The vessel was debt free and the sale generated a capital gain of $34.7 million.

On October 19, 2022, we announced that we sold the Suezmax Cap Philippe (2006 – 158,920 dwt), generating a capital gain of $12.9 million. The vessel was debt free.

On November 10, 2022, we announced that we sold the Suezmax Cap Guillaume (2006 - 158,889 dwt). The vessel was debt free and the sale generated a capital gain of $14.6 million.

On February 21, 2023, we announced that we sold the Suezmax Cap Charles (2006 - 158,881 dwt). The vessel was debt free and the sale generated a capital gain of $22.1 million.

On July 17, 2023, the Company sold the VLCC Nautica (2008 - 307,284 dwt). The vessel was debt free and the sale generated a capital gain of $25.1 million.

On October 9, 2023, the Company announced that Frontline would acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion. At the end of 2023, already 11 VLCCs were sold: Alex (2016 - 299,445 dwt), Admunsen (2017 - 298,991 dwt), Arafura (2016 - 298,991 dwt), Ardeche (2017 - 298,642 dwt), Cassius (2023 - 299,158 dwt), Clovis (2023 - 299,158 dwt), Dalis (2020 - 299,995 dwt), Dickens (2021 - 299,550 dwt), Diodorus (2021 - 300,200 dwt), Drenec (2016 - 299,999 dwt) and Heron (2017 - 297,363 dwt).



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Digital Transformation Efforts
Euronav has remained dedicated to strengthening and expanding the organization's IT landscape and infrastructure. The primary focus has been to enhance the organization's efficiency in daily operations and enlarge the foundation for innovation.

Sensor data collection has been successfully established across all Euronav vessels, now centralized in an easily accessible cloud-based big data platform. The FAST platform has undergone enhancements with the integration of voyage and port call optimization modules. The Euronav Data Landscape has been further streamlined and centralized, to facilitate seamless access for business reporting and dashboarding, AI modelling, and integrating with systems. Additionally, the successful pilot with Starlink has notably eased these and other initiatives, leveraging its exceptionally connectivity capabilities.

Open Data Architecture

One of the key components of our innovation landscape involves gathering up to 400 sensor values on our vessels. These sensors generate a significant amount of data, with values being produced up to every second. To ensure the quality and manageability of this extensive data, we have established a big data platform in collaboration with our partners. The data platform serves as an intermediary between the comprehensive "data lake" containing all the telemetry data and the various business applications that utilize this data, not limited to dedicated projects.

The big data platform is built in various layers that each serve a purpose to enriching the data.

A first layer ensures that every piece of data is captured and processed effectively.

A second layer focuses on quality refinement, cleansing and analyzing the data to extract actionable insights. This layer is designed to provide decision-makers with a deeper understanding of operational efficiency, fuel and consumption patterns. By incorporating advanced analytics and machine learning algorithms, this layer can transform raw data into high value strategic information.

A third layer represents the summit of the data platform where the data is aggregated from a per-second value to a time-weighted average value over intervals of 10, 20, 30 and more minutes. This aggregation enables FAST, dashboards, Euronav's partners, and other applications to swiftly access sensor data. It empowers executives and stakeholders with the information needed to make informed decisions that will drive the Company forward.

Vessel Connectivity Improvements with Starlink and 4G Antennas

Euronav is embarking on an initiative to improve vessel connectivity for their fleet, by implementing vessel connectivity enhancements through Starlink satellite internet and 4G antennas.

Additionally, Euronav is installing more powerful 4G antennas on its vessels, which will reinforce connectivity near shorelines and ports, allowing for faster communication compared to satellite connections when in range of 4G-signals.

The reliable and high-speed internet connectivity provided by Starlink has streamlined various operational processes to improve innovative Smart Shipping solutions. This technology is positioned to continue powering connectivity-reliant innovations onboard our vessels in the future. Furthermore, crew members aboard Euronav vessels now enjoy enhanced access to online resources, entertainment, and communication services, contributing to higher morale and job satisfaction.

Continued Research and Development and Innovation through the Plug & Play platform

Euronav has remained dedicated to strengthening and expanding the organization's IT landscape and infrastructure. The primary focus has been to enhance the organization's efficiency in daily operations and enlarge the foundation for innovation.

Strategic Partnership - FAST Forward

Euronav is excited to announce the next phase in the evolution of its digital platform, FAST, through a strategic partnership with ZeroNorth. This initiative, dubbed 'FAST Forward,' is set to enhance our digitalization efforts and ensure sustained growth. As of April 1, 2024, ZeroNorth took over the management of the FAST platform, a move that represents a significant milestone in our innovation journey. We reassure our stakeholders that Euronav will continue to utilize the FAST platform on our vessels without any interruption to its current functionalities.

Euronav will manage the FAST platform, working towards a smooth transition to ZeroNorth. This transition has been meticulously planned to guarantee a seamless handover, after which ZeroNorth will integrate FAST into their suite of offerings and continue its development in line with Euronav's established roadmap.
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This collaboration will benefit various stakeholders and external partners, emphasizing collective growth and innovation.

Following the handover, Euronav will retain a license to use the FAST code and Intellectual Property Rights for onshore transportation modes, focusing on data management and analysis capabilities for the CMB.TECH platform.

The strategic partnership with ZeroNorth was motivated by the evolution of FAST since its launch in 2018 and the need to adapt to the rapidly advancing maritime digital landscape. This collaboration will enable the integration of FAST's functionalities into a broader platform, offering significant benefits to Euronav and CMB.TECH. Additionally, the synergy with ZeroNorth, and their pending collaboration with Alpha Ori Technologies, promises to create a digitalization powerhouse in the maritime sector. ZeroNorth will have the freedom to adapt and enhance the FAST platform but will continue to provide Euronav with its existing functionalities, ensuring a blend of benefits from both platforms.


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A.  Operating Results 

This section comments on the operating results of the year ended December 31, 2023, compared to the year ended December 31, 2022.

Total shipping revenues and voyage expenses and commissions

In 2023, the large tanker market navigated many changes – from oil production cuts to sanctions being tightened and lifted, and more recently serious disruption in the Red Sea, which sets to join the COVID-19 pandemic as a historical disruptor for global shipping. However, 2023 also proved to be a highly lucrative year, with China's oil demand boosting demand as crude oil exports from the US continued to reach new records.

Go East, crude oil flows

It is clear that tonne mile development pushed global large tanker demand up in 2023. A closer look at individual trade routes uncovers where this trend emerged. The biggest rise in cargo counts came from the West to East route. This trend reflects developments in Atlantic basin-based crude export markets, where we saw suppliers in the US with exports reaching new records compared to 2022. Meanwhile, the likes of Brazil and Guyana continue to release more crude oil, combined with incremental demand growth being centered east of the Suez Canal.

Atlantic basin suppliers have also played a key role in developments on the West-to-West trade route, which includes increasing crude volumes going into Europe following Russia's invasion of Ukraine. More cargoes are being transported from the US gulf to Europe and from Brazil to Europe.

OPEC + drama

By comparison, the Arabian Gulf (AG) share has dipped as the OPEC+ alliance has been cutting supplies, fewer barrels have been available to lift. We have seen liftings to Europe and the Red Sea decline, while cargo volume to the Far East marginally increased.

The AG to the Far East trade route continues to dominate the VLCC market in terms of total cargo volume. The liftings peaked in the first quarter of 2023, when Beijing officially ditched its zero-COVID policy. However, several rounds of OPEC+ production curbs have impacted the fixture count ever since. As the alliance has announced sustained production cuts going into 2024, we may see cargo counts plateau for the time being.

Black Swans

2023 was a year where geopolitics took us by surprise, with Venezuela back onto the scene towards the end of 2023. The release of the US sanctions on Venezuela in the last quarter drove activity out of the country. Chinese teapot refineries have been driving this development. We also note a rise in cargoes from Venezuela to India, signifying that Indian refineries are coming back to the market since the secondary sanctions were imposed in 2020. They now vie with Chinese teapots for the discounted oil.

Another interesting development is an additional cargoes on the Singapore to China route. This route covers the so-called "Malaysian Blend", which is reportedly masked Iranian barrels being re-branded and sold. The majority of these cargoes are carried by the "dark fleet". The dark fleet is a fleet of vessels with opaque ownership, lacking proper insurance and evading international sanctions.

It's clear that the large tanker market has shown resilience and adapted to an ever-changing trading environment throughout 2023. The above-average increases in cargo counts and vessel demand reflect an oil market that has now recovered from the Covid crash, with demand back to pre-pandemic levels. While we may not see the same level of expansion in 2024, we can look forward to a year with a solid foundation in terms of cargo volume coupled with near-zero fleet growth. This means that any growth in cargo demand will see the tonnage supply/demand balance tighten and the freight market improve accordingly.








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The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
Voyage charter and pool revenues 1,074,214  737,280  336,934  46  %
Time charter revenues 160,913  117,389  43,524  37  %
Other operating income 23,316  15,141  8,175  54  %
Gains on disposal of vessels/other tangible assets 372,444  96,160  276,284  287  %
Total shipping revenues 1,630,887  965,970  664,917  69  %
Voyage expenses and commissions (142,090) (175,187) 33,097  (19) %

Total shipping revenues increased by 69%, or $664.9 million, to $1,630.9 million for the year ended December 31, 2023, compared to $966.0 million for 2022.

Our voyage charter and pool revenues increased by 46%, or $336.9 million, to $1,074.2 million for the year ended December 31, 2023, compared to $737.3 million for 2022. The significant increase in pool and spot voyage revenue is mainly driven by improved freight rates in 2023 compared to 2022.

Time charter revenues increased by 37%, or $43.5 million, to $160.9 million for the year ended December 31, 2023, compared to $117.4 million for 2022. The increase is primarily a result of an increased number of vessels engaged in long-term time charters during 2023 compared to 2022.

The other income increased by 54% or $8.2 million, to $23.3 million for the year ended December 31, 2023, compared to $15.1 million for 2022. Other operating income includes revenues related to the standard business operation of the fleet and that are not directly attributable to an individual voyage.

For the gains on disposal of vessels/other tangible assets, please see below.

The voyage expenses and commissions decreased by 19% or $33.1 million, to $(142.1) million for the year ended December 31, 2023, compared to $(175.2) million for 2022. Decrease was mainly related to the decrease in Suezmax vessels on the spot due to the sale of older tonnage during 2022.


Net gain (loss) on lease terminations and net gain (loss) on the sale of assets

The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
Net gain on sale of assets (including impairment on non-current assets held for sale) 372,444 95,813 276,631 289%

Net gain on sale of assets (including impairment on non-current assets held for sale). Net gain (loss) increased by 289%, or $276.6 million, to a net gain of $372.4 million for the year ended December 31, 2023, compared to a net gain of $95.8 million for 2022.

The net gain on the sale of assets amounted to $372.4 million in 2023, resulting from the sale of the following vessels:
•Suezmax Cap Charles: $22.1 million
•VLCC Nautica: $27.1 million
•11 VLCCs Frontline agreement: total of $323.3 million

The net gain on sale of assets of $95.8 million in 2022, represents the aggregate of a gain of $34.7 million recorded on the sale of the ULCC Europe, a gain of $1.8 million recorded on the en-bloc sale of four S-class VLCC vessels, a gain of $45.8 million on the sale of 4 Suezmax vessels and a gain of $13.5 million on the redelivery of the VLCCs Navarin, Neptun and Nucleus.



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Vessel Operating Expenses

The operating expenses relate mainly to the crewing expenses (including crew bonuses), technical and other costs (including shore staff working entirely on ship management) which are needed to operate tankers.
The following table sets forth our vessel operating expenses for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
Total VLCC operating expenses 138,362  127,898  10,464  8  %
Total Suezmax operating expenses 66,650  74,381  (7,731) (10) %
Total FSO operating expenses 26,021  13,815  12,206  88  %
Total vessel operating expenses 231,033  216,094  14,939  7  %

Total vessel operating expenses increased by 7%, or $14.9 million, to $231.0 million during the year ended December 31, 2023, compared to $216.1 million for 2022. In 2023, these expenses were higher compared to 2022, mainly resulting from the acquisition of FSO Asia and FSO Africa which were accounted for 100% in 2023 compared to 50% until June 1, 2022 (joint-venture). The increase on VLCC operating expenses is mainly due to the newbuild VLCCs delivered in the course of 2023.

Time charter-in expenses and bareboat charter-hire expenses

The charter hire expenses in 2023 are mainly attributable to the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program. The remaining hire is related to the time charter-in hire days upon delivery of the Suezmaxes Marlin Sardinia and Marlin Somerset recorded as charter-hire expenses.
The charter-hire expenses in 2022 are entirely attributable to the internal short term time charter agreement with our joint venture Bari Shipholding Ltd. and the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program (see Note 12). The Group elected to apply the short-term lease exemption and accordingly, the lease payments were recognized as an expense and right-of-use assets and lease liabilities were not recognized. The bareboat hire is related to four bareboat contracts ended on December 15, 2021 with one vessel (VLCC Nautilus) redelivered to the owners before December 31, 2021. The expenses for the bareboat hire days upon redelivery of the three remaining vessels (VLCCs Navarin, Neptun and Nucleus) were recorded as bareboat hire. All vessels were redelivered during the first quarter of 2022.

The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
Time charter-in expenses 4,500  3,912  588  15  %
Bareboat charter-hire expenses —  1,857  (1,857) (100) %
Total charter hire expense 4,500  5,769  (1,269) (22) %

Total charter hire expenses decreased by 22%, or $(1.3) million, to $4.5 million during the year ended December 31, 2023, compared to $5.8 million for 2022.

General and administrative expenses

The following table sets forth our general and administrative expenses for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
General and administrative expenses 62,532  51,702  10,830  21  %

General and administrative expenses include, amongst others, shore staff wages excluding shore staff working entirely on ship management, director' fees, office rental, consulting fees, audit fees and tonnage tax, increased by 21%, or $10.8 million, to $62.5 million for the year ended December 31, 2023, compared to $51.7 million for 2022.
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The increase in administrative expenses is mainly due to an increase in legal and other service fees incurred in relation to the structural changes within the company as well as the termination fees of the previous Management Board.

The share-based payments are higher compared to 2022 mainly due to the reversal of the provision on cash-settled share-based payments during 2022. Moreover, the equity-settled share-based payment plans LTIP 2020, 2021, 2022 and 2023 were fully paid out to the previous entitled Management Board members which mandates were terminated during the 2023.

Depreciation and amortization expenses

The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
Depreciation and amortization expenses 221,040  222,597  (1,557) (1) %

Depreciation and amortization expenses slightly decreased by 1%, or $(1.6) million, to $221.0 million for the year ended December 31, 2023, compared to $222.6 million for 2022.

Net Finance Expenses

The following table sets forth our finance expenses for the years ended December 31, 2023 and 2022:

Recognized in profit or loss
(in thousands of USD) 2023 2022
$ Change
 % Change
Interest income 20,620  7,063  13,557  192  %
Income on recycling hedges from OCI into P&L
 25,749  —  25,749  100  %
Change in fair value of fuel derivatives recognized in P&L 3,210  6,132  (2,922) (48) %
Foreign exchange gains 17,590  13,945  3,645  26  %
Finance income 67,168  27,140  40,028  147  %
Interest expense on financial liabilities measured at amortized cost (132,268) (85,418) (46,850) 55  %
Interest leasing (631) (1,237) 606  (49) %
Change in fair value of fuel derivatives recognized in P&L (8,276) (26,388) 18,112  (69) %
Fair value adjustment on interest rate swaps 37  (507) 544  (107) %
Other financial charges (13,513) (5,930) (7,583) 128  %
Foreign exchange losses (17,246) (13,529) (3,717) 27  %
Finance expense (171,897) (133,009) (38,888) 29  %
Net finance expense recognized in profit or loss (104,729) (105,869) 1,140  (1) %

Finance income is higher during the year ended December 31, 2023 compared to December 31, 2022 which is mainly due to the positive impact of the unwinding of the interest swaps following the repayment and the termination of the financial liabilities.

Finance expenses increased during the year ended December 31, 2023 compared to December 31, 2022. This is mainly due to an increase in interest expenses on financial liabilities partially offset by a decrease in change in fair value of fuel derivatives recognized through P&L. The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses on bank loans due to a higher average interest rate despite a lower average outstanding debt compared to the period ended December 31, 2022. The decreased expense in change in fair value of fuel derivatives is mainly due to the lower negative result on the fuel derivatives related to the hedging program of the bunker fuel on board of the Oceania.

The increase in other financial charges is mainly due to the refinancing of the previous financial liabilities. Following this transaction, the respective remaining transaction costs of the previous facilities have been expensed immediately in profit and loss. Interest leasing is the interest on lease liabilities.




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Share of results of equity accounted investees, net of income tax

The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
Share of results of equity accounted investees (927) 17,650  (18,577) (105) %

The result of the equity accounted investees decreased by 105%, or $(18.6) million, to $(0.9) million for the year ended December 31, 2023, compared to a result of $17.7 million for 2022. The decrease is driven by the fact that Euronav acquired 100% of the FSOs early June 2022, and so the results of the FSOs were no longer reported via the equity accounting method since then, instead they were fully consolidated in the different Profit and Loss line items of the Consolidated Statement of Profit or Loss.

More details can be found under Note 26 - equity accounted investees.

Income tax benefit/(expense)

The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2023 and 2022:
(USD in thousands) 2023 2022 $ Change % Change
Income tax benefit (expense) (6,009) (2,804) (3,205) 114  %

The income tax expenses increased by 114%, or $(3.2) million, to $6.0 million for the year ended December 31, 2023, compared to an expense of $2.8 million for 2022.

More details can be found under Note 7 - Income tax benefit (expense).

B.    Liquidity and Capital Resources
We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital, borrowings from commercial banks and the occasional issuance of convertible notes. Our ability to generate adequate cash flows on a short- and medium-term basis depends substantially on the trading performance of our vessels. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Euros, and other currencies we may hold for limited amounts.

As of December 31, 2023 and December 31, 2022, we had $429.4 million and $179.9 million in cash and cash equivalents, respectively.

Our short-term liquidity requirements relate to payment of operating costs (including drydocking repairs, installation of water ballast treatment systems and green retrofits), lease payments for our chartered-in fleet, funding working capital requirements, maintaining cash reserves against fluctuations in operating cash flows as well as maintaining some cash balances on accounts pledged under borrowings from commercial banks.

Sources of short-term liquidity include cash balances, restricted cash balances, syndicated credit lines, short-term investments and receipts from our customers. Revenues from time charters and bareboat charters are generally received monthly in advance. Revenues from FSO service contracts are received monthly in arrears while revenues from voyage charters are received upon completion of the voyage. As of December 31, 2023 and December 31, 2022, we had $100 million and $100 million in available syndicated credit lines, respectively.

Our medium- and long-term liquidity requirements include funding the equity portion of investments in new or second hand vessels (see Note 8 - Property, plant and equipment - Capital commitments) and funding all the payments we are required to make under our loan agreements with commercial banks. Sources of funding for our medium- and long-term liquidity requirements include new loans, refinancing of existing arrangements, drawdown under committed secured revolving credit facilities, issuance of new notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel sales and sale and leaseback arrangements.
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As of December 31, 2023 and December 31, 2022, we had $813,4 million and $671.3 million in available committed secured revolving credit facilities, respectively.

Net cash from (used in) operating activities during the year ended December 31, 2023 was $837.4 million, compared to $255.6 million during the year ended December 31, 2022. Our partial reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to December 31, 2023 will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.

We believe that our working capital resources are sufficient to meet our requirements for the next 12 months from the date of this annual report.

As of December 31, 2023 and December 31, 2022, our total indebtedness was $930.7 million and $1,696.3 million respectively.

We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of debt financing. In the event that our cash flow from operations does not enable us to satisfy our short-term or medium- to long-term liquidity requirements, we will also have to consider alternatives, such as raising equity, or new convertible notes, which could dilute shareholders, or selling assets (including investments), which could negatively impact our financial results, depending on market conditions at the time, establish new loans or refinancing of existing arrangements.

Our Borrowing Activities
  Amounts Outstanding as of
(USD in thousands) December 31,
2023		 December 31,
2022
Euronav NV Credit Facilities    
$108.5 Million Senior Secured Credit Facility —  68,748 
$173.6 Million Senior Secured Credit Facility —  117,002 
$200.0 Million Senior Secured Credit Facility —  90,000 
$700.0 Million Senior Secured Credit Facility —  470,000 
$713.0 Million Sustainability Linked Senior Secured Credit Facility —  350,756 
$73.45 Million Sustainability Linked Senior Secured Credit Facility —  71,155 
$150.0 Million Sustainability Linked Senior Secured Credit Facility 124,809 141,747 
$377.0 Million Sustainability Linked Senior Secured Credit Facility —  40,000 
$1,290.0 Million Senior Secured Credit Facility 415,725 — 
Credit Line Facilities
Credit Lines —  — 
Senior unsecured bond
Senior Unsecured Bond 200,000  200,000 
Treasury notes program
Treasury Notes Program 87,806  50,663 
Other borrowings
Other borrowings 75,740  86,198 
Total interest bearing debt 904,080  1,686,269 




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Euronav NV Credit Facilities
$ 1,290.0 Million Senior Secured Credit Facility
On November 7, 2023, we entered into a $1,290.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. This facility is comprised of a $725.0 million revolving credit facility, a transition term loan facility of up to $375.0 and a newbuild term loan facility of up to $190.0 million. We had entered into this facility in order to free the 24 VLCC's, that were sold to Frontline, of their encumbrances. The facility is secured by 34 wholly-owned vessels and two more vessels will be included to the newbuilding facility upon their delivery and drawdown in the third quarter and fourth quarter of 2024. The facility was made available for the purpose of (i) refinancing 30 vessels; (ii) financing four newbuilding Suezmax vessels as well as (iii) Euronav's general corporate and working capital purposes. This facility bears interest at SOFR plus a margin of 2.30% - 2.90% per annum. The margin is reset every quarter depending on the Net Debt to Total Capitalisation. As of December 31, 2023, the outstanding balance on this facility was $415.7 million.

€80.0 Million Unsecured Credit Line Facility

On April 7, 2021, the Group entered into an €80 million ($88.4 million) unsecured revolving credit facility. This new facility has been concluded with a range of commercial banks and the support of Gigarant, with sustainability and emission reductions as a component of the margin pricing points. A range of measurable sustainability features such as year-on-year reduction in carbon emissions starting from 2021 will be supported by compliance with the Poseidon principles.Following the achievement of the sustainability performance target for 2021 the margin was reduced to 1.45 % as from May 2022. The facility has a duration of minimum three years, with two one-year extension options. These extension options have been exercised and the facility will mature on April 7, 2026. As of 2023, and December 31, 2022 the outstanding balance on this facility was $0.0 million and $0.0 million.

$150.0 Million Sustainability-linked Senior Secured Credit Facility

On June 21, 2022, the Group entered into a $150 million senior secured amortizing term loan facility to finance the acquisition of the 50% ownership in the FSO joint ventures. The new facility has been concluded with ING and ABN Amro who were also the supporting banks in the existing facility. At the same time the existing facilities for the FSO JV companies which were maturing in July 2022 and September 2022 have also been repaid (see Note 26). The new facility carries a rate of daily compounded SOFR plus a margin of 2.15% with margin adjustment of plus or minus 10 bps. The new facility is linked to the sustainability performance of the Company. The commercial terms include a reduction of the interest rate when the Company achieves its targets in relation to two sustainability KPI's. The facility has a duration of 7.75 years with maturity on March 30, 2030. As of December 31, 2023 and December 31, 2022, the outstanding balance on this facility was $124.8 million compared to $141.7 million, respectively.

$200.0 Million Senior Unsecured Bond

On September 2, 2021, the Group successfully placed $200 million senior unsecured bonds. The bonds, issued by Euronav Luxembourg and guaranteed by Euronav NV, mature in September 2026 and carry a coupon of 6.25%. The bonds are listed on the Oslo Stock Exchange as of March 22, 2022. The related transaction costs of $3.3 million are amortized over the lifetime of the instrument using the effective interest rate method. The net proceeds from the bond issue are used for general corporate purposes and/or refinancing of the old $200 million bond (ISIN: NO0010793888). DNB Markets, Nordea, SEB and Arctic Securities AS acted as joint bookrunners in connection with the placement of the bond issue.
$ 447.0 Million Sustainability-linked Senior Secured Credit Facility
On December 6, 2022, the Group entered into a $377.0 million senior secured amortizing facility comprising a revolving credit facility of up to $307.0 million and a newbuild term loan facility of up to $70.0 million and an upsize term loan facility. The upsize facility of $70 million was concluded on 22 March 2023 for the financing of the newbuild VLCC Camus. The financing had been concluded with a syndicate of banks and Nordea Bank Norge SA acting as Agent and Security Trustee. The credit facility was repaid on December 14, 2023 in relation to the global refinance.

$190.5 Million Sustainability-linked Senior Secured Credit Facility

On June 29, 2023 the Group entered into a $190.4 million ECA covered senior secured amortizing loan facility to finance one newbuilding VLCC and three newbuilding Suezmax vessels. The facility was guaranteed with a K-Sure insurance cover. DNB and ING acted as co-agents in the facility and CITI bank joined as a Mandated Lead Arranger. The new facility was linked to the sustainability performance of the Company with three sustainability KPI's. The commercial terms included a reduction of the interest rate when the Company achieves its targets in relation to the sustainability KPI's. The facility would have a duration of 12 years with maturity on June 29, 2035.
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The credit has been repaid and cancelled on December 14, 2023 in relation to the global refinance.

Repayment of facilities in 2023 (global refinance)

In relation to the sale of 24 VLCC's to Frontline our fleet, with the exception of the FSO's, Oceania and bareboat-in vessels, was refinanced in the fourth quarter of 2023. Outstanding liabilities in following loans were fully repaid in the fourth quarter of 2023:
▪Loan ECA Financing DNB $108.5 million dated April 25, 2017
▪Loan ECA Financing Crédit Agricole $173.5 million dated March 15, 2018
▪Loan Nordea $200 million dated September 7, 2018
▪Loan Nordea $700 million dated August 28, 2019
▪Loan Nordea $713 million dated 11 September 2020
▪Loan DNB $73.5 million dated December 2, 2021
▪Loan Nordea $447 million dated December 6, 2022
▪Loan DNB $190.4 million dated June 29, 2023

€150.0 Million Treasury Notes Program
On June 6, 2017, we entered into an agreement, or the Dealer Agreement, with BNP Paribas Fortis SA/NV to act as arranger and dealer for a Treasury Notes Program with a maximum outstanding amount of €50.0 million. On October 1, 2018, we amended the agreement to increase the maximum outstanding amount to €150.0 million, while appointing KBC Bank NV as additional dealer for the program. Pursuant to the terms of the Dealer Agreement, we may issue the treasury notes to the dealer from time to time upon such terms and such prices as we and the dealer agree. As of December 31, 2023 and December 31, 2022, the outstanding balances under this program was $87.8 million (€79.1 million) and $50.7 million (€47.5 million), respectively. The Treasury Notes are issued on an as needed basis with different durations not exceeding 1 year, and initial pricing is set to 60 bps over Euribor.

The Company enters into FX forward contracts to manage the currency risks related to these instruments issued in Euro compared to the USD Group functional currency. The FX contracts have the same nominal amount and duration as the issued Treasury Notes and they are measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss. On December 31, 2023, the fair value of these forward contracts amounted to $1.5 million (December 31, 2022: $0.3 million).

Other borrowings
On December 30, 2019, the Company entered into a sale and leaseback agreement for three VLCCs. The three VLCCs are the Nautica (2008 – 307,284), Nectar (2008 – 307,284) and Noble (2008 – 307,284). The vessels were sold and were leased back under a 54-months bareboat contract at an average rate of $20,681 per day per vessel. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets, and recognized a financial liability equal to the net transfer proceeds of $124.4 million. During 2023, the repurchase options on the three VLCCs were exercised and the bareboat contracts have been ended. Nautica was sold to the United Nations Development Programme UNDP on July 17, 2023.

On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cypress (2022 – 157,310). The vessel was sold and was leased back under a 14-year bareboat contract at a rate equal to an amortization element of $13,590 per day per vessel and an interest element based on term SOFR plus 435 basis points, which can be reduced by the sustainability saving. The sustainability saving is a CII score of A or B which will lead to a margin reduction of 10 basis points. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $76.9 million. As of December 31, 2023, the outstanding amount was $75.7 million. At the end of the bareboat contract, the Company has a purchase obligation of $7.39 million. Euronav may, at any time on and after the fourth anniversary, notify the owners the charterer' intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.

Security

Our secured indebtedness is generally secured by:

•a first priority mortgage in all collateral vessels;
•a general pledge of earnings generated by the vessels under mortgage for the specific facility; and
•a parent guarantee when the indebtedness is not taken at the level of the parent.


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Loan Covenants

Our debt agreements discussed above generally contain financial covenants, which require us to maintain, among other things:

•an amount of current assets that, on a consolidated basis, exceeds our current liabilities. Current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year;
•an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
•an aggregate cash balance of at least $30.0 million;
•a ratio of stockholders' equity to total assets of at least 30%; and
•a minimum asset coverage ratio.

In connection to the senior secured FSO loan of $150 million, the facility contains a specific covenant whereby each borrower need to ensure that its financial position shall at all times during the Security Period be such that the Debt Service Cover Ratio in respect of it shall be equal or higher than 1.1x.

All existing financing arrangements, including the bonds, contain a change of control clause (CoC), which is triggered if a shareholder would acquire 50%+1 of the shares or voting rights in Euronav. In certain existing financing arrangements (e.g., €80,000,000 facility agreement) the threshold would be 30%+1 of the shares or voting rights in Euronav.
On October 9, 2023 it was announced that two reference shareholders, CMB NV and Frontline plc/Famatown Finance Limited, had reached an agreement on a transaction involving the Company that would make an end to the deadlock arising from their entrenched differences over the Company's strategy (see Note 17).
The transaction comprised three interdependent agreements:
•    CMB to acquire Frontline's 26.12% stake in the Company's issued shares for $18.43 per share;
•    Frontline to acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion; and
•    The Company's pending arbitration action against Frontline and affiliates to be terminated.

The transaction was effected on November 22, 2023 when CMB NV, after acquiring the shares of Frontline plc/Famatown Finance Limited, owned 49.05% of the Company's issued shares (representing 53% of the voting rights in Euronav). The transaction did not trigger the change of control in the financing agreements because Saverco, which is the holding company of CMB NV is a permitted holder in the change of control clauses in the respective financing agreements, including the senior unsecured $200 million bond where no put-option event was triggered. Under the bond, the occurrence of a CoC by a person or group of persons acting in concert other than Saverco or Victrix would trigger a put option event, allowing each bondholder to require that Euronav Luxembourg SA (Euronav Luxembourg) purchases all or some of the bonds held by that bondholder at a price equal to 101 per cent of the nominal amount (i.e., at a premium of 1%).
Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things:

•effect changes in management of our vessels;
•transfer or sell or otherwise dispose of all or a substantial portion of our assets;
•declare and pay dividends; and
•incur additional indebtedness.

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.
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Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

As of December 31, 2023 and December 31, 2022, we were in compliance with all of the covenants contained in our debt agreements.

Guarantees

On July 14, 2017 and September 22, 2017, TI Asia Ltd. and TI Africa Ltd., two former 50%-owned joint ventures and as of June 7, 2022 100% owned, which own the FSO Asia and FSO Africa, two FSO vessels, respectively, entered into two guarantees of up to $5.0 million each with ING Bank, in favor of North Oil Company in connection with its use of the FSO Asia and FSO Africa. These guarantees terminated on October 21, 2022 for the FSO Asia and December 21, 2022 for the FSO Africa. These guarantees have not been called upon. 

Recent Developments

On February 7, 2024, Euronav held a Special Meeting of Shareholders to approve the purchase of 100% of the shares of CMB.TECH NV for a total purchase price of $1.150 billion in cash. Please see Item 4 - Information of the company for a description about the acquisition and a business overview. CMB.TECH is a diversified cleantech maritime group. CMB.TECH builds, owns, operates and designs large marine and industrial applications that run on dual-fuel diesel-hydrogen and diesel-ammonia engines and monofuel hydrogen engines. CMB.TECH offers hydrogen and ammonia fuel that it either produces or sources from external produces to its customers. CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry. The value creation of the new strategy is driven by CMB.TECH's "future-proof" (or low carbon emitting) fleet of 106 low carbon vessels, of which 46 are under construction. The Transaction fits into the Company's renewed strategy of diversification, decarbonization and accelerated optimization of the Company's current crude oil tanker fleet. The parties believe that the Transaction will lead to the creation of the leading, future proof shipping platform, with the Company becoming the reference in sustainable shipping. CMB and Euronav believe that the addition of CMB.TECH to Euronav's business will enable a flywheel strategy – positioning the group to tap into each step of the energy transition towards low carbon shipping, with a clear vision on value creation for its shareholders. The Company is currently assessing the accounting treatment of the acquisition and preliminary concludes that the transaction will be accounted for as a common control transaction. Therefore IFRS 3 will not be applied. Shareholders voted the voluntary resignation of Mrs. Grace Reksten Skaugen, Mr. Ole Henrik Bjorge, Mr. Cato H. Stonex, Mr. John Frederiksen and Mr. Patrick De Brabandere as members of the Supervisory Board. They approved the cooptation of Mr. Patrick Molis and Mrs. Catharina Scheers as independent members of the Supervisory Board, Mr. Bjarte Boe and Debemar BV, permanently represented by Mr. Patrick De Brabandere, as members of the Supervisory Board. Shareholders also approved the interim discharge of the Supervisory Board: Mrs. Grace Reksten Skaugen, Mr. Ole Hendrik Bjorge, Mr. Cato H. Stonex, Mr. John F. Frederiksen and Mr. Patrick De Brabandere.

On February 14, 2024, the Company announced the launch of the mandatory public takeover bid on all the shares in Euronav by CMB NV. The acceptance period in respect of the bid opened on February 14, 2024 and closed on March 15, 2024. The bid price amounts to $17.86 per share in cash, i.e. $18.43 per share less $0.57 dividend per share declared on November 22, 2023.

On February 27, 2024, the Company announced it was informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have filed a complaint in the United States District Court for the Southern District of New York in connection with CMB's U.S. takeover bid for the shares of the Company. The Company is not involved in these proceedings. On March 14, 2024, the Company has been informed that the claim has been rejected by the United States District Court for the Southern District of New York.

On March 4, 2024, the Company announced it was informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have also filed a request with the Market Court in Belgium in connection with CMB's Belgian offer for the shares of the Company. The Company is not involved in these proceedings. On March 15, 2024, the Company has been informed that the Market Court in Belgium has denied the request to suspend the closing of the Belgian offer.
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On March 18, 2024, the Company confirmed that the acceptance period of the mandatory public takeover bid launched by CMB NV (or the "Bidder") for all shares issued by Euronav not already owned by CMB or its affiliates (the "Bid"), expired on March 15, 2024. During the acceptance period, 69,241,955 shares of Euronav, representing 31.47% of the outstanding shares of Euronav, were tendered into the Bid. As a result, the Bidder will hold a total of 177,147,299 shares of Euronav, representing 80.51% of the outstanding shares in Euronav. Taking into account the 17,790,716 treasury shares held by Euronav and the 24,400 shares held by Saverco NV, the Bidder and persons affiliated with it together will hold 194,962,415 shares, representing 88.61% of the outstanding shares of Euronav.

On March 20, 2024 Euronav announced that the Supervisory Board will, at the Annual Shareholders’ Meeting of May 16, 2024, propose to distribute $4.57 per share to all shareholders. This payout is proposed to be a combination of a dividend and a repayment from the share issue premium. This distribution approach will be optimal for shareholders as Euronav anticipates that the share issuance payment part of the distribution will represent more than 90% of the distribution.

On March 22, 2024, the Company announced it had purchased on the New York Stock Exchange and on Euronext Brussels a total of 4.719.534 of its own shares. Following these transactions, the Company owns 22.510.249 shares (10.23% of the total outstanding share count).

On March 29, 2024, the Company announced it had purchased on the New York Stock Exchange and on Euronext Brussels a total of 2,620,931 of its own shares. Following these transactions, the Company owns 25,131,181 shares (11.42% of the total outstanding share count).

On April 8, 2024, the Company announced it had purchased on the New York Stock Exchange and on Euronext Brussels a total of 412,926 of its own shares. Following these transactions, the Company owns 25,544,107 shares (11.61% of the total outstanding share count).

On April 8, 2024, the Company announced it has been informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have also filed a claim with the Enterprise Court in Antwerp, Belgium. The claim relates to the integrated solution for the strategic and structural deadlock within Euronav announced on October 9, 2023, of which CMB NV’s mandatory offer on all outstanding shares in the Company that closed on March 15, 2024 formed the final piece, as well as Euronav’s acquisition of CMB.TECH NV. FourWorld requests that all decisions of Euronav’s Supervisory Board and general meeting in relation to these transactions, as well as the transactions themselves, are declared null and void. In this regard FourWorld has summoned all parties involved in these transactions, i.e. Euronav, CMB NV, Frontline plc, Famatown Finance Limited, Hemen Holding Limited and Geveran Trading Co. Limited.

Changes in Fleet Composition as of 2024

Euronav sold the ULCC Oceania (2003 - 441,561 dwt) and was delivered to her new owner on January 15, 2024. This sale is part of our ongoing fleet optimisation strategy and in response to new regulations such as EEXI (Energy Efficiency Existing Ship Index) which came into force in 2023. This transaction is expected to generate a capital gain of $34.8 million in the first quarter of 2024.

On February 8, 2024 Euronav successfully concluded the acquisition of 100% of the shares in CMB.TECH NV from CMB NV, for a total purchase price of $1.150 billion in cash. This implied an extension of our fleet. See Item 4.B for additional information with respect to the composition of our fleet.

On February 26, 2024, the Company announced that it had concluded an order for two bitumen tankers with China Merchants Jinling Shipyard (Yangzhou) and Dingheng Co. (Yangzhou, China). The vessels are expected to be delivered in the fourth quarter of 2026 and have been chartered to a strong counterparty for 10 years upon delivery from the shipyard. The vessels will have dual-fuel green methanol engines that are ready to be retrofitted for future operation on ammonia. The ordered vessels' deadweight will be 17,000 tons, which is twice the 8,000 ton average of the existing fleet.

The two newbuilding ice classed Suezmax orders at Daehan Shipbuilding have been long term time chartered to Valero. Delivery of these vessels is expected in April/May 2026 when each of the time charter contracts will begin.

Euronav has exercised the option for one more VLCC at Qingdao Beihai shipyard (China) in December 2023 and another one in January and March 2024. The vessels are expected to be delivered in the fourth quarter of 2026 and the first and second quarter of 2027 respectively and will be ready to be powered by a dual-fuel diesel-ammonia engine. Euronav now has five VLCC's on order.

Euronav has concluded on the sale and delivery of all 24 VLCCs that were included in the Vessel Sale.
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On March 20, 2024, the Company announced it has sold the VLCC Nectar (2008 – 307,284 dwt), VLCC Newton (2009 – 307,208 dwt), and VLCC Noble (2008 – 307,284 dwt). This transaction will generate a capital gain of approximately $78,9 million which will be recognised upon delivery to her new owner.


C.     Research and Development, Patents and Licenses
Not applicable.

D.    Trend information
The supply and demand patterns for ships continue to have the biggest impact on revenues. Generally, the global demand for oil transportation on ships is affected by the global demand for crude oil, which in turn is highly dependent on the state of the global economy. Economies across the world have now largely recovered from the outbreak of COVID-19, which brought about restrictions on economic activity, which in turn heavily affected global oil demand.

The rate at which a change in oil demand impacts the demand for oil tankers depends not only on the nominal change in oil demand but also on how this oil is traded. For example, the market has continued to see a significant uptick in exports emanating from the US Gulf and other Atlantic based producers, most of which have been destined for China, India, and other Far Eastern customers. This oil travels a substantially longer distance than crude oil originating from the Arabian Gulf traveling to the same destination, and hence the transportation of this oil entails a larger employment of the crude tankers. The current trend is a rise in crude exports from the Atlantic basin combined with demand growth centered in the Far East providing longer employment times for crude tankers for the incremental barrel produced. Freight markets have been returned to positive territory and the outlook for the medium term is for this trend to continue. The trend for financing of shipping companies is likely to remain challenging with sustainability features and targets becoming more standard in all finance facilities.

The supply of tankers is influenced by the number of vessels delivered to the fleet, the number of vessels removed from the fleet (through recycling or conversion) and the number of vessels tied up in alternative employment such as storage. The tanker orderbook is at historically low levels, with the VLCC orderbook equal to 5% of the fleet and Suezmax orderbook equal to 13% of the current fleet. The fleet exit program has been measured over the past year, though several factors point to the possibility of more recycling in the near term. . The requirement for vessels to now burn low sulfur fuel and adhere to strict EEXI requirements starting this year is among other factors that may cause ship owners to re-evaluate the longevity of some of their older tonnage.In addition, 18% of the VLCC fleet and 25% of the Suezmax fleet is currently at an age at which shipowners would naturally look at divesting the tonnage (18+ years old).

Our revenues are also affected by our strategy to employ certain of our vessels on time charters, which have a fixed income for a pre-set period of time as opposed to trading ships in the spot market where vessel earnings are heavily impacted by the supply and demand balance. Our management team continuously evaluates the value of both strategies and makes informed decisions on the chartering mix based on anticipated earnings, and through this process we aim to always maximize each vessel's return

We believe that in view of our strong funding and liquidity structure, as supported by a proven management team, strict capital discipline and an established dividend distribution policy, we are well positioned to weather the volatility of the sector.

Please see "Item 4. Information on the Company—B. Business Overview—Industry and Market Conditions.

E.    Critical Accounting Estimates

Please see "Item 5. Use of judgements and estimates" in Note 1 - Material accounting policies in the Notes to the Consolidated Financial Statements 2023.

ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.          Directors and Senior Management
Set forth below are the names, ages, positions and the nature of any family relationships between any of the persons named below of the members of our Supervisory Board or the Supervisory Board Members, and of our Management Board, or the Management Board Members as of the date of this annual report. Our Supervisory Board is elected annually on a staggered basis, and each member holds office for a term of maximum four years, until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. All members of the Supervisory Board whose term expires are eligible for re-election.
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Officers are appointed from time to time by our Supervisory Board and hold office until a successor is appointed or their engagement is terminated. The business address of each of our Supervisory Board Members and Management Board Members listed below is Euronav NV, De Gerlachekaai 20, 2000 Antwerp, Belgium.
Supervisory Board Members
Name Age Position Date of Expiry of Current Term
Marc Saverys 70 Chairman of the Supervisory Board Annual General Meeting 2026
Patrick De Brabandere 65
Non-Independent Director*
 Annual General Meeting 2026
Julie De Nul 42 Independent Director Annual General Meeting 2025
Patrick Molis 66 Independent Director Annual General Meeting 2026
Catharina Scheers 56 Independent Director Annual General Meeting 2026
Bjarte Bøe 67
Non-Independent Director*
 Annual General Meeting 2026
*Non-Independent Director according to Belgian standards (not the NYSE standards)

Marc Saverys - Non-Independent Member - Chairman
Marc Saverys serves on the Supervisory Board since the SGM of March 23, 2023 as a non-independent member.Marc Saverys holds a degree in law from the University of Ghent. In 1975 he joined Bocimar's chartering department, the dry bulk division of the CMB Group. In 1985 he left Bocimar and became Managing Director of Exmar, which at that time became a diversified shipowning company, where he was in charge of the drybulk division. He became a director of CMB Group in 1991 and was Managing Director of CMB Group from April 1992 through September 2014 when he was appointed as chairman. During the period from 2003 through July 2014, he served as the Chairman of the Board of Euronav, and served as a Vice-Chairman of the Board of Euronav from July 2014 until December 2015. Marc Saverys has a family relationship with Management Board Members, Alexander Saverys, Ludovic Saverys and Michael Saverys.

Patrick De Brabandere - Non-Independent Member
Patrick De Brabandere serves on the Supervisory Board since the SGM of March 23, 2023 as a non-independent member. He is the Chairman of the Audit and Risk Committee and a member of the Remuneration Committee. Patrick De Brabandere holds a degree in Applied Economic Sciences from UCL Louvain-la Neuve. He started his career at the audit firm Arthur Andersen. In 1987, he joined Almabo, the former holding company of the Saverys family, as Project Controller. He became CFO of CMB NV in 1998 and was appointed director of CMB NV in 2002. In 2003, following the partial demerger of Exmar NV from CMB NV, he became director and CFO of Exmar NV, then COO. In 2020 he became CFO of Exmar NV again until June 2022. He currently is a director of CMB NV and he also sits on the board of CMB.TECH NV since April 2021.

Julie De Nul - Independent Member
Julie De Nul serves on the Supervisory Board since the AGM of May 17, 2023 as an independent member. She is the Chairman of the Sustainability Committee and a member of the Remuneration Committee and of the Corporate Governance & Nomination Committee. Mrs. Julie De Nul is CEO of Jan De Nul Dredging NV since 2020 and has been a member of the Board of Directors of Jan De Nul NV since 2010. Prior to that, she was Legal Counsel at Jan De Nul Group Belgium from 2007 to 2010. She is currently also a member of the Board of Directors of VCB (the Flemish Construction Confederation), VOKA (the Flanders' Chamber of Commerce and Industry) and Museum Dr. Guislain Ghent. She holds a Master's degree in law from the University of Ghent.

Patrick Molis - Independent Member
Mr. Patrick Molis graduated from the Institut d'Etudes Politiques de Paris and holds a Master's degree in law from Paris X Nanterre. He started his career as a Magistrate at the Cour des Comptes after joining the National School of Administration. Mr. Patrick Molis was General Manager of Union Normande Investissement (1989-1992), CFO of Worms & Cie Group (1994-1997), General Manager of Compagnie Nationale de Navigation (1995- 1998), Chairman of the Board of Compagnie du Ponant (2012-2015) and Chairman and CEO of Héli-Union (2013-2022). He is currently Chairman of Compagnie Nationale de Navigation (since 1998) and director of Sabena Technics. He has previously served as member of the Board of Directors of Euronav Luxembourg (1995-2001), Euronav (2004-2010), Compagnie Maritime Nantaise (1995-2017), Compagnie Méridionale de Navigation (2008- 2022) and of the Conseil d'orientation du Domaine national de Chambord (2007-2017). Mr. Patrick Molis has been awarded the titles of Knight of the Legion of Honour and Officer of the Order of Merit.

Catharina Scheers - Independent Member
Mrs. Catharina Scheers holds a Master's degree in Communication and Media from KU Leuven and a Bachelor's degree in Political and Social Science from the University of Antwerp. She started her career with Fast Lines in 1993. She is the owner and managing director of Fast Lines Belgium and has been appointed Chair of the company since 2003.
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She is currently also a member of the Board of Directors of ASF (Antwerp Shipping Federation), a member of the board of BRABO and a member of WISTA (Women's International Shipping and Trading Association). In 2021, Mrs. Catharina Scheers received the ESPA "Maritime Figure of the Year" award.

Bjarte Bøe - Non-Independent Member
Mr. Bjarte Bøe graduated from the Norwegian School of Economics and Business Administration (NHH) in 1983. He joined RS Platou and worked as a shipbroker in Houston and Oslo. In 1986 he joined Christiania Bank, later named Nordea, and worked in Oslo and London until 1995, when he joined SEB. He worked in various managerial positions, including head of Shipping Finance and head of Investment Banking in Oslo and Stockholm until 2019. He has served as a director of Seadrill, Hermitage Offshore and Agera Venture. He also sat on the board of CMB.TECH from April 2021 until February 2022.

Management Board Members

Name Age Position
Date of Expiry of Current Term
Alexander Saverys
 46
Chief Executive Officer
Not applicable
Ludovic Saverys
41
Chief Financial Officer
Not applicable
Michael Saverys
 42
Chief Chartering Officer
Not applicable
Maxime Van Eecke
43
Chief Commercial Officer
Not applicable
Benoit Timmermans
63
Chief Strategy Officer
Not applicable


Alexander Saverys - Chief Executive Officer
Alexander Saverys serves on the Management Board as Chief Executive Officer as of November 22, 2023. Alexander Saverys is also Chief Executive Officer of the CMB Group. He has a Master in Law degree from the University of Leuven and the Complutense University of Madrid, and holds an MBA from the Fachhochschule für Wirtschaft Berlin. He founded Delphis in 2004, a short sea container shipping company. He became director of CMB in 2006 and is Chief Executive Officer of CMB since September 2014. Alexander Saverys has a family relationship with Supervisory Board Member, Marc Saverys, and with Management Board Members, Ludovic Saverys and Michael Saverys.

Ludovic Saverys - Chief Financial Officer
Ludovic Saverys joined Euronav on the Management Board as Chief Financial Officer as of November 22, 2023. Ludovic Saverys is the Chief Financial Officer of CMB NV and the General Manager of Saverco NV. From 2001 till 2007 he followed several educational programs at universities in Leuven, Barcelona and London from which he graduated with M. Sc. Degrees in International Business and Finance. During the time he lived in New York, Mr. Saverys served as Chief Financial Officer of MiNeeds Inc. from 2011 till 2013 and as Chief Executive Officer of SURFACExchange LLC from 2009 till 2013. He started his career as Managing Director of European Petroleum Exchange (EXP) in 2008. Ludovic Saverys has a family relationship with Supervisory Board Member, Marc Saverys, and with Management Board Members, Alexander Saverys and Michael Saverys.

Michael Saverys - Chief Chartering Officer
Michael Saverys joined Euronav as Chief Chartering Officer on November 22, 2023. Michael Saverys is member of the Euronav Management Board. He started his career as a grain trader for Noble Group in Singapore in 2005, in 2007 he joined Merrill Lynch in London as head of Freight Derivatives trading. In 2009 he joined CMB as Chartering Director of Bocimar International, member of the Board and executive Committee. In 2016 he co-founded Capesize Chartering limited with Starbulk, Golden Ocean and CTM, operating as pool manager of the biggest Capesize pool in the drybulk segment, a role he still serves today. Mr Saverys graduated from UBI in 2005 with a bachelor's degree in Business Administration. He is a board member of the International Polar Foundation. Michael Saverys has a family relationship with Supervisory Board Member, Marc Saverys, and with Management Board Members, Alexander Saverys and Ludovic Saverys.

Maxime Van Eecke - Chief Commercial Officer
Maxime Van Eecke joined Euronav as Chief Commercial Officer on November 22, 2023. He is a member of the Euronav Management Board. He started his career as Legal Counsel for the CMB group in 2005 and became Managing Director of Delphis, the container division of CMB, in 2014. In 2021 he was appointed Chief Commercial Officer of the CMB group and has been serving as an executive Board Member of CMB since 2022. Maxime Van Eecke graduated as Master of Laws at the University of Ghent. He also holds a LLM in Commercial Trade and Maritime Law from the University of Southampton (UK). Maxime Van Eecke is acting as permanent representative of Mavecom CV.

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Benoit Timmermans - Chief Strategy Officer
Benoit Timmermans joined Euronav as Chief Strategy Officer on November 22, 2023. He graduated in law from the University of Louvain (Belgium) in 1983. He also holds an MBA degree from the University of Navarra, Barcelona. After two years of retail banking, he joined the Saverys group in 1989 and became Assistant Financial Manager after the take-over of CMB. He was CFO of the group's liner division SCL (1996), Managing Director of the French company SAGA (1997) , Managing Director of Cape International pool with Zodiac and was appointed Managing Director of Bocimar in 1998. Today he is the Chief Strategy Officer of the group and member of the Executive Committee. He is in charge of the Chemical division and zero carbon fuel procurement. He represents CMB in Northstandard PandI. He is an executive board member of CMB NV.

B.          Compensation
B.1. Compensation of the Supervisory Board Members
The compensation of our Supervisory Board is determined on the basis of four regular meetings of the full board per year. The actual amount of remuneration is determined by the Remuneration Committee and approved at the annual general meeting and is benchmarked periodically with Belgian listed companies and international peer companies.
The remuneration in 2023 of the members of the Supervisory Board is reflected in the table below:
Name Fixed fee Attendance fee Board Audit and Risk committee Attendance fee Audit and Risk Committee Remuneration Committee Attendance fee Remuneration Committee Corporate Governance and Nomination Committee Attendance fee Corporate Governance and Nomination Committee
Sustain-ability committee
Attendance fee Sustain-ability Committee
 Total
Grace Reksten Skaugen €160,000 €20,000 €20,000 €20,000 €5,625 €30,000 €6,875 €20,000 €5,000 €25,000 €312,500
Anne-Hélène Monsellato €15,000 €10,000 €10,000 €5,000 €0 €0 €0 €0 €0 €0 €40,000
Anita Odedra €30,000 €40,000 €5,000 €10,000 €1,250 €0 €1,250 €10,000 €1,250 €5,000 €103,750
Carl Trowell €30,000 €40,000 €0 €0 €1,250 €5,000 €1,875 €15,000 €0 €0 €93,125
Steven Smith €15,000 €10,000 €5,000 €5,000 €1,875 €5,000 €1,250 €5,000 €0 €0 €48,125
Marc Saverys €45,000 €40,000 €0 €0 €0 €0 €0 €0 €0 €0 €85,000
Patrick De Brabandere €45,000 €40,000 €30,000 €20,000 €3,750 €20,000 €3,220 €20,000 €0 €0 €181,970
John Fredriksen €38,641 €10,000 €0 €0 €0 €0 €0 €0 €0 €0 €48,641
Cato Stonex €38,641 €40,000 €0 €0 €3,220 €10,000 €3,220 €15,000 €0 €0 €110,081
Ole Henrik Bjorge €38,641 €40,000 €12,880 €20,000 €4,470 €15,000 €3,220 €15,000 €0 €0 €149,211
Julie De Nul €45,000 €40,000 €0 €0 €4,015 €20,000 €3,750 €15,000 €4,830 €0 €132,595
Catharina Scheers €6,359 €20,000 €2,120 €5,000 €530 €10,000 €0 €0 €795 €5,000 €49,804
Patrick Molis €6,359 €20,000 €2,120 €5,000 €0 €0 €795 €10,000 €0 €0 €44,274
Bjarte Boe €6,359 €20,000 €0 €0 €0 €0 €530 €10,000 €530 €5,000 €42,419
Total €520,000 €390,000 €87,120 €90,000 €25,985 €115,000 €25,985 €135,000 €12,405 €40,000 €1,441,495
On March 22, 2023, Mrs. Anne-Hélène Monsellato and Mr. Steven Smith were removed by vote of the shareholders from the Supervisory Board.
On May 17, 2023, the membership of Carl Trowell and Anita Odedra were terminated.
On November 22, 2023, the membership of Grace Reksten Skaugen was terminated and the members of the Supervisory Board were changed as mentioned in Item 6.A of this annual report.


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B.2. Compensation of the Management Board Members
Remuneration of Management Board Members for the previous financial year

Name Position Fixed remuneration One-year variable remuneration (1) Extra ordinary items (2) Pension Total Remuneration Proportion of fixed remuneration Proportion of variable remuneration
Base Remuneration Director Fees Fringe benefits
De Stoop Hugo, represented by HECHO Management CEO €314,496 €292,000 €17,142 €662,250 €1,285,888 48.50% 51.50%
Staring Alex, represented by AST Projects COO €255,732 €295,000 €0 €513,906 €1,064,638 51.73% 48.27%
Verbeeck Egied, represented by ECHINUS BV General Counsel €219,960 €180,000 €17,142 €430,463 €847,565 49.21% 50.79%
Logghe Lieve, represented by TINCC BV CFO €372,500 €90,000 €0 €463,575 €627,600 €1,553,675 70.16% 29.84%
Gallagher Brian IR Manager £190,000 £0 £0 £133,921 £7,917 £331,838 59.64% 40.36%
Bourboulis Stamatis GM Hellas €233,010 €0 €0 €0 €182,000 €18,281 €433,291 100.00% —%

(1) Only takes into account the remuneration under the STIP, for information in respect of remuneration under the Company's Long Term Incentive Plans (LTIPs) please refer to table under Item 6. E. Share Ownership.
(2) Amounts related to Mr. Bourboulis's retirement compensation as per Greek law and Ms. Logghe's signing bonus.









101

Remuneration of Management Board Members for the reported financial year

Name Position Fixed remuneration One-year variable remuneration (1) Extra ordinary items Pension Total Remuneration Proportion of fixed remuneration Proportion of variable remuneration
Base Remuneration Director Fees Fringe benefits
De Stoop Hugo, represented by HECHO Management former CEO €140,589.6 €292,000 €17,893 €662,250 €1,690,000 €2,802,732.6 16.07% 83.93%
Staring Alex, represented by AST Projects COO €290,152 €295,000 €0 €513,906 €1,361,483 €2,460,541 23.78% 76.22%
Verbeeck Egied, represented by ECHINUS BV Former General Counsel €140,810 €180,000 €13,420 €430,463 €500,000 €1,264,693 26.43% 73.57%
Logghe Lieve, represented by TINCC BV CFO and CEO ad interim €478,481 €90,000 €0 €463,575 €927,986 €1,960,042 29% 70.66%
Gallagher Brian represented by BG-IR LIMITED IR Manager £201,869.96 £0 £0 £133,921 £324,070 £20,500 £680,361 29.67% 70.33%
Malliaros Michail represented by PYXIS Management Services PTE.LTD. GM Hellas €157,500 €0 €0 €78,394 €235,894 66.77% 33.23%
De Grieze Thierry represented by THREECEES BV CPO €100,000 €0 €0 TBC €480,000 €580,000 17.24% 82.76%
Lemlijn Sofie represented by ALISS BV
General Counsel
 €138,259 €80,000 €0 TBC €218259 100% 0%
(1) Only takes into account the remuneration under the STIP, for information in respect of remuneration under the Company's Long Term Incentive Plans (LTIPs) please refer to table under Item 6. E. Share Ownership.
(2) Termination fees are captivated as Extra ordinary items

As of November 22.20223 the members of the Management Board changed. The remuneration for the remaining reported financial year (December) is shown in the table below.
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Remuneration of the new Management Board for the reported financial year

Name Position Fixed remuneration One-year variable remuneration (1) Extra ordinary items Pension Total Remuneration Proportion of fixed remuneration Proportion of variable remuneration
Base Remuneration Director Fees Fringe benefits
Alexander Saverys represented by Hof ter Polder BV
CEO
€20.833
€0
€0
€20.833
100%
0%
Ludovic Saverys represented by Succavest NV
CFO
 €20.833 €0 €0 €20.833
100%
 0%
Michael Saverys represented by Gemadi BV
Chief Chartering Officer
€20.833
€0
€0
€20.833
 100%
0%
Maxime Van Eecke represented by Mavecom CommV
Chief Commercial Officer
 €20.833 €0 €0 €20.833
100%
 0%
Benoit Timmermans represented by Blacksquare BV
Chief Strategy Officer
 €20.833 €0 €0
€20.833
 100%
0%
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C.          Board Practices

Effective as of February 20, 2020, Euronav's governance structure was revised to adopt a two tier governance model. As of February 20, 2020, the body formerly known as the Board of Directors was converted into a Supervisory Board and the former Executive Committee ceased to exist and was replaced by the existing Management Board, in accordance with relevant provisions of the Belgian Code of Companies and Associations. For the date of expiration of the current term of office of each member of our Supervisory Board, please see "Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management."

Our Supervisory Board currently consists of six members, three of which are considered "independent" under Rule 10A-3 promulgated under the Exchange Act and under the rules and regulations of the NYSE: Ms. De Nul, Mr. Molis and Ms. Scheers.
Our Supervisory Board has established the following committees, and may, in the future, establish such other committees as it determines from time to time:
Audit and Risk Committee
Our Audit and Risk Committee consists of three members (all three members of whom are independent under the Exchange Act and NYSE rules and regulations): Mr. De Brabandere, as Chair, Ms. Scheers and Mr. Molis. Our Audit and Risk Committee is responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the Audit and Risk Committee advises the Supervisory Board in order to achieve its supervisory oversight and monitoring responsibilities with respect to financial reporting, internal controls and risk management. Our Supervisory Board has determined that Mr. De Brabandere qualifies as an "audit committee financial expert" for purposes of SEC rules and regulations.
Corporate Governance and Nomination Committee
Our Corporate Governance and Nomination Committee consists of three members: Mr. Molis, as Chair, Ms. De Nul, and Mr. Bøe. Our Corporate Governance and Nomination Committee is responsible for evaluating and making recommendations regarding the size, composition and independence of the Supervisory Board and the Management Board, including the recommendation of new Supervisory Board members and the appointment of new Management Board members.
Remuneration Committee
Our Remuneration Committee consists of three members: Ms. De Nul, as Chair, Mr. De Brabandere, and Ms. Scheers. Our remuneration committee is responsible for assisting and advising the Supervisory Board on determining compensation of its members, members of the Management Board and other employees and administering our compensation programs.
Sustainability Committee
Our Sustainability Committee consists of five members: Ms. Scheers, as Chair, Mr. Bøe, Mr Alexander Saverys, Mr. Ludovic Saverys and Mr. Timmermans. The Sustainability Committee is an advisory body to the Supervisory Board. The main role of the Sustainability Committee is to assist and advise the Supervisory Board in monitoring the performance as well as key risks and opportunities that the Company faces in relation to environmental, social and climate matters. In this respect the Sustainability Committee will oversee the Company's conduct and performance on ESG matters as well as its reporting thereon, in order to inform the Supervisory Board and make recommendations it deems appropriate on any area within its remit where action or improvement is needed.

D.          Employees

As of December 31, 2023, we employed approximately 3,216 (2022: 2,946 and 2021: 3,147) people, of which:

•approximately 216 onshore employees (2022: 198 and 2021: 193) based in our offices in Greece, Belgium, United Kingdom, France, Switzerland, Hong Kong, Geneva, and Singapore, and

•approximately 3,000 seagoing officers and crew (2022: 2,752 and 2021:2,954).
Some of our employees are represented by collective bargaining agreements. As part of our obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss certain employees.
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In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance.
We consider our relationships with the various unions as satisfactory. As of the date of this annual report, there are no ongoing salary negotiations or material outstanding issues.

E.          Share Ownership

The ordinary shares beneficially owned by the members of the Supervisory Board and Management Board and senior managers are disclosed in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders."










































105

Equity Incentive Plan

Name of director The main conditions of share plans Information regarding the reported financial year
Position opening balance during the year Closing balance
Specification of plan Performance period (1) Award date Vesting date End of retention period Shares held at the beginning of the year Shares awarded
a) total number granted
b) value @ grant date		 Shares vested
a) total number vested
b) value @ vest date		 Shares subject to a performance condition Shares awarded and unvested Shares subject to a retention period
De Stoop Hugo, represented by HECHO Management
Former CEO
 LTIP 2020 01/04/2020 - 01/04/2023 1/4/2020 1/4/2023 N/A 48,856 
a) 29,818
b)439368€
LTIP 2021 01/04/2021 - 01/04/2024 1/4/2021 1/4/2024 N/A 65,355 
a) 49,000
(3) b)767951€
LTIP 2022 01/04/2022 - 01/04/2025 1/4/2022 1/4/2025 N/A 71,003 
a) 53,252
(3) b)874102€
LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A
a) 53,247
a) 53,247
(3) b)784861€ b)883900€
Staring Alex, represented by AST Projects
Former COO
 LTIP 2020 01/04/2020 - 01/04/2023 1/4/2020 1/4/2023 N/A 28,434 
a) 17,354
b)255711€
LTIP 2021 01/04/2021 - 01/04/2024 1/4/2021 1/4/2024 N/A 38,037 
a) 28,518
(3) b)473399€
LTIP 2022 01/04/2022 - 01/04/2025 1/4/2022 1/4/2025 N/A 27,549 
a) 20,662
(3) b)342989€
LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A
a) 20,660
a) 20,660
(3) b)304528€ b)342956€
106

Name of director The main conditions of share plans Information regarding the reported financial year
Position opening balance during the year Closing balance
Specification of plan Performance period (1) Award date Vesting date End of retention period Shares held at the beginning of the year Shares awarded
a) total number granted
b) value @ grant date		 Shares vested
a) total number vested
b) value @ vest date		 Shares subject to a performance condition Shares awarded and unvested Shares subject to a retention period
Verbeeck Egied, represented by ECHINUS BV Former General Counsel LTIP 2020 01/04/2020 - 01/04/2023 1/4/2020 1/4/2023 N/A 15,878  a) 9,691
b)142797€
LTIP 2021 01/04/2021 - 01/04/2024 1/4/2021 1/4/2024 N/A 21,240  a) 8,151
(3) b)124058€
LTIP 2022 01/04/2022 - 01/04/2025 1/4/2022 1/4/2025 N/A 15,384  a) 0
(3) b)0€
LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A a) 13,844 a)0
(3) b)204061€ b)0€
Logghe Lieve, represented by TINCC BV Former CFO LTIP 2020 01/04/2020 - 01/04/2023 1/4/2020 1/4/2023 N/A 34,199  a) 20,873
b)307564€
LTIP 2021 01/04/2021 - 01/04/2024 1/4/2021 1/4/2024 N/A 45,749  a) 34,300
(3) b)569380€
LTIP 2022 01/04/2022 - 01/04/2025 1/4/2022 1/4/2025 N/A 33,135  a) 24,852
(3) b)412543€
LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A a) 2,4849 a) 24,849
(3) b)366274€ b)412493€
107

Name of director The main conditions of share plans Information regarding the reported financial year
Position opening balance during the year Closing balance
Specification of plan Performance period (1) Award date Vesting date End of retention period Shares held at the beginning of the year Shares awarded
a) total number granted
b) value @ grant date		 Shares vested
a) total number vested
b) value @ vest date		 Shares subject to a performance condition Shares awarded and unvested Shares subject to a retention period
Gallagher Brian, represented by BG-IR Limited
 Former Head of Investor Relations & Communication LTIP 2020 01/04/2020 - 01/04/2023 1/4/2020 1/4/2023 N/A 6,267 
a) 3,825
b)56361€
LTIP 2021 01/04/2021 - 01/04/2024 1/4/2021 1/4/2024 N/A 8,614 
a) 6,458
(3) b)107203€
LTIP 2022 01/04/2022 - 01/04/2025 1/4/2022 1/4/2025 N/A 15,951 
a) 11,963
(3) b)198586€
LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A
a) 10,463
a) 10,463
(3) b)154172€ b)173686€
Bourboulis Stamatis
Former General Manager Hellas
 LTIP 2020 01/04/2020 - 01/04/2023 1/4/2020 1/4/2023 N/A 10,758 
a) 6,566
b)96750€
LTIP 2021 01/04/2021 - 01/04/2024 1/4/2021 1/4/2024 N/A 14,391 
a) 5,102
(3) b)84693€
LTIP 2022 01/04/2022 - 01/04/2025 1/4/2022 1/4/2025 N/A N/A (2)
(3)
LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A N/A (2)
(3)
Sofie Lemlijn
Former General Counsel
 LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A
a) 2,837
a) 2,837
(3) b)41803€ b)47094€
Thierry De Grieze
Former CPO
 LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A
a) 3,360
a) 3,360
(3) b)49510€ b)55776€
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Name of director The main conditions of share plans Information regarding the reported financial year
Position opening balance during the year Closing balance
Specification of plan Performance period (1) Award date Vesting date End of retention period Shares held at the beginning of the year Shares awarded
a) total number granted
b) value @ grant date		 Shares vested
a) total number vested
b) value @ vest date		 Shares subject to a performance condition Shares awarded and unvested Shares subject to a retention period
Michael Malliaros
Former General Manager Hellas
 LTIP 2023 01/04/2023 - 01/04/2026 1/4/2023 1/4/2026 N/A
a) 4,664
a) 4,664
(3) b)68724€ b)77422€

(1) validity of the plan
(2) retired in the course of 2022
(3) plan extinguished to change of control in 2023

2021 Long Term Incentive Plan
On March 25, 2022 the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a LTIP Grant composed out of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) Share for free upon vesting of the RSU.

The maximum value at grant:
•In the case of the CEO and CFO is 100% of absolute base salary; and
•In the case of the other Management Board members, ranges from 30 to 75% of their respective absolute base salary.
The vesting is subject for:

•75% to a relative Total Shareholder Return performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and
•25% to an absolute Total Shareholder Return of the Company's Shares measured each year for 1/3 of 25% of the award.

Due to the change of control of November 23, 2023, the change of control clause included in this plan was triggered . This resulted in the total vesting of RSU's as per below table.

Restricted Stock Units Granted Restricted Stock Units Vested
Former CEO
 65,355  49,000 
Former COO
 38,037  28,518 
Former General Counsel
 21,240  8,151 
Former CFO
 45,749  34,300 
Former Head of Investor Relations
 8,614  6,458 
Former General Manager Hellas 14,391  5,102 

2022 Long Term Incentive Plan
On March 25, 2022 the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a LTIP Grant composed out of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) Share for free upon vesting of the RSU.

The maximum value at grant:
•In the case of the CEO and CFO is 100% of absolute base salary; and
•In the case of the other Management Board members, ranges from 30 to 75% of their respective absolute base salary.



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The vesting is subject for:
•75% to a relative Total Shareholder Return performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and
•25% to an absolute Total Shareholder Return of the Company's Shares measured each year for 1/3 of 25% of the award.

Due to the change of control of November 23, 2023, the change of control clause included in this plan was triggered . This resulted in the total vesting of RSU's as per below table.

Restricted Stock Units Granted Restricted Stock Units Vested
Former CEO
 71,003  53,252 
Former COO
 27,549  20,662 
Former General Counsel
 15,384  — 
Former CFO
 33,135  24,852 
Former Head of Investor Relations
 15,951  11,963 


2023 Long Term Incentive Plan

On March 23, 2023 the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a LTIP Grant composed out of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) Share for free upon vesting of the RSU.

The maximum value at grant:
•In the case of the CEO and CFO is 100% of absolute base salary; and
•In the case of the other Management Board members, ranges from 30 to 75% of their respective absolute base salary.

The vesting is subject for:
•75% to a relative Total Shareholder Return performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and
•25% to an absolute Total Shareholder Return of the Company's Shares measured each year for 1/3 of 25% of the award.

Restricted Stock Units Granted Restricted Stock Units Vested
Former CEO
 53,247  53,247 
Former COO
 20,660  20,660 
Former General Counsel
 13,844  — 
Former CFO
 24,849  24,849 
Former Head of Investor Relations
 10,463  10,463 
General Counsel
 2,837  2,837 
Former CPO
 3,360  3,360 
General Manager Hellas
 4,664  4,664 


F.           DISCLOSURE OF A REGISTRANT'S ACTION TO RECOVER ERRONEOUSLY AWARDED
COMPENSATION.

Not applicable

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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
A.           Major shareholders
The following table sets forth information regarding beneficial ownership of our ordinary shares of which we are aware as of April 1, 2024.
Shareholder Number  Percentage (1)
CMB NV
 177,147,299 80.51  %
Saverco NV
 24,400 0.01  %
Euronav (treasury shares) 25,544,107 11.61  %
Other
 17,308,907 7.87  %
(1)Calculated based on 220,024,713 ordinary shares outstanding as of April 1, 2024 (of which the Company holds 25,544,107 ordinary shares in treasury).
In accordance with a May 2, 2007 Belgian law relating to  disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details can be found on the website of the FSMA: https://www.fsma.be/en/shareholding-structure-0. The information contained on this website does not form a part of this annual report.

To our knowledge, we are neither directly nor indirectly owned nor controlled by any other corporation, by any government or by any other natural or legal person severally or jointly. Pursuant to Belgian law and our organizational documents, to the extent that we may have major shareholders at any time, we may not give them different voting rights from any of our other shareholders.

As of the date of this report, to our knowledge, there are no arrangements which may at a subsequent date result in a change in control of our Company.

B.           Related party transactions
See also "Note 23 - Related parties."
Equity Incentive Plans and Ordinary Shares Issued Thereunder
See "Item 6.A Directors, Senior Management and Employees - E.Share Ownership - Equity Incentive Plans."
Guarantees
For a description of our guarantees, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Guarantees" and our consolidated financial statements included herein.
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Properties
Euronav (UK) Agencies Limited leases office space in London from Pret à Manger (Europe) Limited, pursuant to a lease agreement dated March 7, 2023. This lease expires on July 8, 2025.
Both Euronav NV and Euronav Ship Management SAS (Antwerp Branch) lease office space in Antwerp from MCA Facilities NV, a 100% subsidiary of CMB NV, pursuant to a lease agreement dated September 1, 2021. This lease expires on September 1, 2024.
Commercial agreements
Since December 2019, Euronav NV entered into several supply agreements with CMB NV to supply Residual Marine Fuel Oil (RMG380) with a maximum of 0.5% sulfur in Linggi, Malaysia. Since July 2020, similar supply agreements were also agreed with Bocimar Hong Kong Ltd and Bocimar International NV. The fuel is sold on exchange where CMB NV, Bocimar Hong Kong Ltd and Bocimar International NV return the purchased fuel back to Euronav NV in other markets. The exchange is set to match volume and dollar amounts where any differences are settled at the end of the quarter.

C.           Interests of experts and counsel

Not applicable.


ITEM 8.    FINANCIAL INFORMATION
A.          Consolidated Statements and Other Financial Information
See "Item 18. Financial Statements."
Legal Proceedings
The Group is currently involved in four litigations. If applicable, the necessary provisions related to legal and arbitration proceedings are recorded in accordance with the accounting policy as described in Note 1.17.

The first claim relates to the Suezmax vessel Sienna. The claim was submitted on January 15, 2021 by Unicredit Bank in London with the High Court of Justice of England and Wales. The claim relates to an alleged misdelivery of 101,809 metric tons of low sulfur fuel oil that was transported by the Suezmax vessel Sienna. The charterer, Gulf Petrochem FZC, a company of GP Global, instructed the vessel to discharge the cargo at Sohar without presentation of the bill of lading but against a letter of indemnification issued by the charterer as is customary practice in the crude oil shipping industry. Unicredit bank, who had financed the cargo for an amount of $26,367,200 and allegedly had become the holder of the bill of lading, was not repaid in accordance with the financing arrangements agreed with Gulf Petrochem FZC. As alleged holder of the bill of lading, Unicredit Bank was claiming that amount of $26,367,200 together with interest from Euronav NV. The case went to Trial in London in March 2022 and judgement was handed down in April 2022. Euronav were successful in defending the claims in first instance and in appeal. The Supreme Court refused further appeal, the case is hereby closed.

The second claim relates to advisory services provided by RMK Maritime (RMK). RMK have commenced legal proceedings in the London High Court against Euronav seeking US$12,993,720 in damages in relation to unpaid advisory services provided by RMK to Euronav concerning its merger with Gener8 in 2016 and 2017. RMK are trying to argue that they are entitled to additional compensation beyond the sums they agreed to accept in a written Advisory Agreement. RMK issued the legal proceedings on September 30, 2022, Euronav's Defense was served on December 29, 2022 and RMK's Reply was due on February 16, 2023, but no reply was served. On May 5, 2023, a case management conference (CMC) hearing is scheduled. The case is developing and witness statements are being exchanged, due May 31, 2024.

The third claim relates to the vessel Oceania. Euronav Shipping NV, owner of floating storage vessel Oceania entered a storage contract with Silk Straits.SDN BHD ("Silk Straits"). Pursuant to a back-to-back agreement, Silk Straits has sublet some cargo tanks to Black Swan Petroleum DMCC ("Black Swan"). Black Swan loaded a cargo, purportedly being of Iraqi origin ("the Oil"), using MT Abyss. Euronav received notice from UANI that the Oil was alleged from Iranian origin and therefore in breach of US sanctions. Euronav cooperated with the Department of Justice of the US ("DOJ") which resulted in the delivery of the Oil to the US. Black Swan started proceedings against Euronav in Malaysia for misdelivery. As security, they arrested Oceania and to release the vessel, Euronav has posted a cash security (US$ 45,711,840) with the Malaysian Court. Euronav started arbitration proceedings against Black Swan in London. Euronav has also commenced arbitration proceedings against Silk Straits. The proceedings are at an early stage and therefore management decided no provision is to be recognized for now.

112

The fourth claim relates to the deal concluded with Frontline. A writ of summons before the Commercial Court of Antwerp on behalf of CMB NV was served on 8 April 2024. An identical summons was served on Euronav NV on the same day. The various entities involved on the Frontline side are also being sued. The preliminary hearing will take place on Tuesday 4 June. The claim of FourWorld and cts. runs more or less parallel with FourWorld's claim before the Labor Court in Brussels, namely the disposal of 3 decisions: the sale of 24 tankers by Euronav to Frontline, the termination of the arbitration procedure between Euronav and Frontline and the take-over of CMB.TECH by Euronav. Damages are provisionally estimated at one EUR pending a final budget. We estimate the merits of FourWorld's claim to be low and rather regard their claims as nuisance. This claim before the Antwerp Commercial Court follows earlier complaints and applications filed by FourWorld against CMB NV before the United States District Court for the Southern District Court of New York and before the Labor Court of the Brussels Court of Appeal in Belgium. In March, the courts both in Belgium and the US rejected all FourWorld's requests to suspend CMB NV's mandatory offer. Consequently, no further proceedings are pending in New York. Before the Labor Court in Brussels, the case on the merits is still pending. The action there basically seeks the same effect as the new proceedings in Antwerp.

We are not involved in any other legal proceedings which we believe may have, or have had, a significant effect on our business, financial position and results of operations or liquidity, nor are we aware of any other proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Any such claims, even if lacking merit, could result in the expenditure of managerial resources and materially adversely affect our business, financial condition and results of operations.

Capital Allocation Policy and Dividend Policy
Our Supervisory Board may from time to time, declare and pay cash distributions in accordance with our Coordinated Articles of Association and applicable Belgian law. The declaration and payment of distributions, if any, will always be subject to the approval of either our Supervisory Board (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends" (intermediary dividends) or "repayment of share premium".

Our current dividend policy is a full discretionary dividend policy as the Supervisory Board believes this approach offers the required flexibility to manage the Company in light of its new strategy.

As part of the distribution policy the Company, the dividend calculation will not include capital gains (reserved for fleet renewal) and deferred tax assets or liabilities but will include capital losses while the policy will at all times be subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements. Supervisory Board believes that this approach has the flexibility to manage the Company through the cycle, retaining sufficient capital for fleet renewal whilst simultaneously rewarding shareholders.

Our Supervisory Board will continue to assess the declaration and payment of distributions upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of distributions to shareholders and other factors. We may stop paying distributions at any time and cannot assure you that we will pay any distributions in the future or of the amount of such distributions. For instance, we did not declare or pay any dividends from 2010 until 2014.
In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant. Our credit facilities also contain restrictions and undertakings which may limit our and our subsidiaries' ability to declare and pay dividends (for instance, with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full). Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Coordinated Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.
For a discussion of the material tax consequences regarding the receipt of dividends we may declare, please see "Item 10. Additional Information—E. Taxation."


113

B.          Significant Changes
Please see Note 28 - Subsequent Events to our Audited Consolidated Financial Statements included herein.

ITEM 9.    OFFER AND THE LISTING
A.          Offer and Listing Details.
Our share capital consists of ordinary shares issued without par value. Under Belgian law, shares without par value are deemed to have a "nominal" value equal to the total amount of share capital divided by the number of shares.  As of April 1, 2024, our issued (and fully paid up) share capital was $239,147,505.82 which is represented by 220,024,713 ordinary shares with no par value.  The fractional value of our ordinary shares is $1.086912 per share.

Our ordinary shares have traded on Euronext Brussels, since December 1, 2004 and on the NYSE since January 23, 2015, under the symbol "EURN". We maintain the Belgian Register and, for the purposes of trading our shares on the NYSE, the U.S. Register.

All shares on Euronext Brussels trade in euros, and all shares on the NYSE trade in U.S. dollars. 
B.          Plan of Distribution
Not applicable
C.          Markets.
Our ordinary shares trade on the NYSE and Euronext Brussels under the symbol "EURN".
For a discussion of our ordinary shares which are listed and eligible for trading on the NYSE and Euronext Brussels, please see "Item 10. Additional Information — B. Memorandum and Coordinated Articles of Association — Share Register."
D.          Selling Shareholders
Not applicable.
E.          Dilution
Not applicable.
F.          Expenses of the Issue
Not applicable.
114

ITEM 10.    ADDITIONAL INFORMATION

A.Share capital.

Not applicable.

B.  Memorandum and Coordinated Articles of Association

We are a public limited liability company incorporated in the form of a naamloze vennootschap / société anonyme under Belgian law (Register of Legal Entities number 0860.402.767 (Antwerpen)).
The following is a description of the material terms of our current Coordinated Articles of Association (CAA) (amended as of November 10, 2021). Because the following is a summary, it does not contain all information that you may find useful. For more complete information, you should read our CAA which are filed as Exhibit 1.1 to this annual report.
Purpose
Our objectives are set forth in Section I, Article 3 of our Coordinated Articles of Association. Our purpose, as stated therein, is to engage in operations related to maritime transport and shipowning, particularly the chartering in and out, the acquisition and sale of ships, and the opening and operation of regular shipping lines, but is not restricted to these activities.
Ordinary Shares
Each outstanding ordinary share entitles the holder to one vote on all matters submitted to a vote of shareholders. Each share represents an identical fraction of the share capital and is either in registered or dematerialized form.
Share Register
Our Belgian Shares are reflected in the Belgian Register, that is maintained by Euroclear Belgium. The Belgian Shares have ISIN BE0003816338. Only these shares, which are reflected in the Belgian Register, may be traded on Euronext Brussels.
Our U.S. Shares are reflected in our U.S. Register that is maintained by Computershare. The U.S. Shares have CUSIP B38564 108.  Only these shares, which are reflected in the U.S. Register, may be traded on the NYSE.
For Belgian Shares, including shares that were either acquired on Euronext Brussels or prior to our initial public offering, to be traded on the NYSE and for U.S. Shares to be traded on Euronext Brussels, shareholders must reposition their shares to the appropriate component of our share register (the U.S. Register for listing and trading on the NYSE and the Belgian Register for listing and trading on Euronext Belgium).  As part of the repositioning procedure, the shares to be repositioned would be debited from the Belgian Register or the U.S. Register, as applicable, and canceled from the holder's securities account, and simultaneously credited to the relevant register (the Belgian Register for shares to be eligible for listing and trading on Euronext Brussels and the U.S. Register for shares to be eligible for listing and trading on the NYSE) and deposited in the holder's securities account. The repositioning procedure is normally completed within three trading days, but may take longer and the Company cannot guarantee the timing.  The Company may suspend the repositioning of shares for periods of time, which we refer to as "freeze periods" for certain corporate events, including the payment of dividends or shareholder meetings. In such cases, the Company plans to inform its shareholders about such freeze periods on its website.
Please see the Company's website www.euronav.com for instructions on how to reposition your shares to be eligible for trading on either the NYSE or Euronext Brussels. The information contained on our website does not form a part of this annual report.

Dividend Rights
For a summary of our dividend policy and legal basis for dividends under Belgian law, see "Item 8: Financial Information – Capital Allocation Policy and Dividend Policy ".

115

Liquidation Rights
In the event of the dissolution and liquidation of the Company, the assets remaining after payment of all debts, liquidation expenses and taxes shall be distributed to the holders of our ordinary shares, each receiving a sum proportional to the number of our shares held by them, subject to prior liquidation rights of any preferred stock that may be outstanding.
Directors
Prior to February 20, 2020, before implementation of the Belgian Code of Companies and Associations (CCA), the Board of Directors was the ultimate decision-making body of the Company, with the exception of the matters reserved to the Shareholders' Meeting as provided by law or the Articles of Association.

On February 20, 2020 the extraordinary shareholders meeting implemented the CCA and adopted new Articles of Association including a two-tier governance model, comprising a Supervisory Board and a Management Board. The powers of the Supervisory Board are those outlined in article 7:109 of the CCA. A copy of our current Coordinated Articles of Association can be consulted at Exhibit 1.1. to our annual report on Form 20-F filed with the SEC on April 15, 2021.

Our Coordinated Articles of Association (CAA) provide that our Supervisory Board shall consist of at least five and maximum ten members. Our Supervisory Board currently consists of seven members. The CAA provide that the members of the Supervisory Board remain in office for a period not exceeding four years and are eligible for re-election. The term of a member of the Supervisory Board comes to an end immediately after the annual shareholders' meeting of the last year of his term. Members of the Supervisory Board can be dismissed at any time by the vote of a majority of our shareholders. Each year, there may be one or more directors who have reached the end of their current term of office and may be reappointed.

Belgian law does not regulate specifically the ability of directors to borrow money from the Company. Our Corporate Governance Charter provides that as a matter of principle, no loans or advances will be granted to any director (except for routine advances for business-related expenses in accordance with our rules for reimbursement of expenses).

Article 7:115 of the CCA provides that if one of our Supervisory Board members directly or indirectly has a personal financial interest that conflicts with a decision or transaction that falls within the authority of the Supervisory Board, the conflicted member shall inform the other members of such conflict before the Supervisory Board has decided on the relevant matter. The statutory auditor must also be notified. The conflicted member's statement and explanation as to the nature of the conflict of interest shall be included in the meeting minutes enacting the decision on the relevant matter and shall be disclosed in accordance within article 7:115 of the CCA. The Supervisory Board shall deliberate and decide on the relevant matter without participation of the conflicted member(s). The Supervisory Board may not delegate this decision. If all members of the Supervisory Board have such conflict of interest, the relevant matter is referred to by the Supervisory Board to a general meeting of shareholders. If the General Meeting approves the relevant decision or transaction is approved at such general meeting, the Supervisory Board is authorized to execute same.

Shareholder Meetings
The annual general shareholders' meeting is generally held annually on the third Thursday of May at 10:30 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding business day.

The Supervisory Board or the statutory auditor (or, as the case may be, the liquidators) can convene a special or extraordinary general shareholders' meeting at any time if the interests of the Company so require. Such general meetings must also be convened whenever requested by the shareholders who together represent a tenth of our share capital within three weeks of their request, provided that the reason of convening a special or extraordinary general shareholders' meeting is given.
A shareholder only has the right to be admitted to and to vote at the general shareholders' meeting on the basis of the registration of the shares on the fourteenth calendar day at 12 p.m. (Belgian time) preceding the date of the meeting, the day of the meeting not included, or such fourteenth calendar day the "Record Date", either by registration in the Company's register of registered shares, either by their registration in the accounts of an authorized custody account keeper or clearing institution, regardless of the number of shares owned by the shareholder on the day of the general shareholders' meeting.

The shareholder must notify the Company or a designated person of its intention to take part in the general shareholders' meeting at the sixth calendar day preceding the date of the meeting, the day of the meeting not included, in the way mentioned in the convening notice.

The financial intermediary of the authorized custody account keeper or clearing institution delivers a certificate to the shareholders of dematerialized shares which are tradable on Euronext Brussels stating the number of dematerialized shares which are registered in the name of the shareholder on its accounts at the Record Date and with which the shareholder intends to take part in the general shareholders' meeting.
116

A shareholder of shares which are tradable on the New York Stock Exchange only has the right to be admitted to and vote at a general meeting of shareholders if such shareholder complies with the conditions and formalities set out in the convening notice, as decided upon by the Supervisory Board in compliance with all applicable legal provisions.
The convening notice for each general shareholders' meeting shall be disclosed to our shareholders in compliance with all applicable legal terms and provisions, including www.euronav.com
In general, there is no quorum requirement for the general shareholders' meeting and decisions are taken with a simple majority of the votes, except as provided by law on certain matters.
Preferential Subscription Rights
In the event of a share capital increase for cash by way of the issue of new shares, or in the event of an issue of convertible bonds or warrants, our existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants.
In accordance with the provisions of the Belgian Code of Companies and Associations and our Coordinated Articles of Association, the Company, when issuing shares, has the authority to limit or cancel the preferential subscription right of the shareholders in the interest of the Company in respect of such issuance. This limitation or cancellation can be decided upon in favor of one or more particular persons subscribing to that issuance.
When canceling the preferential right of the shareholders, priority may be given to the existing shareholders for the allocation of the newly issued shares.
Disclosure of Major Shareholdings
In accordance with a May 2, 2007 Belgian law relating to disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority (FSMA), of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found on the website of the FSMA: https://www.fsma.be/en/shareholding-structure-0. The information contained on this website does not form a part of this annual report.

Purchase and Sales of Our Own Shares
Article 13 of the Articles of Association contains the principle that the Company and its direct and indirect subsidiaries may acquire and sell the Company's own shares under the conditions laid down by law. With respect to the acquisition of the Company's own shares, a prior resolution of the General Meeting is required to authorize the Company to acquire its own shares. Such an authorization was granted by at a special general meeting on June 23, 2021 and remains valid for a period of five years as from the publication in the Annexes to the Belgian Official Gazette of the decision taken by such general meeting.
Pursuant to this authorization, the Company may acquire a maximum of ten percent (10%) of the existing shares of the Company at a price per share not exceeding the maximum price allowed under applicable law and not to be less than EUR 0.01. Acquired shares are held in treasury and are not allowed to vote.

Anti-Takeover Effect of Certain Provisions of Our Articles of Association
Our Articles of Association contain provisions which may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Supervisory Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.
For example, a shareholder's voting rights can be suspended with respect to ordinary shares that give such shareholder the right to voting rights above 5% (or a multiple of 5%) of the total number of voting rights attached to our ordinary shares on the date of the relevant general shareholder's meeting, unless we and the Belgian Financial Services and Markets Authority have been informed at least 20 days prior to the date of the relevant general shareholder's meeting in which the holder wishes to vote.
117

Limitations on the Right to Own Securities
Neither Belgian law nor our articles of association imposes any general limitation on the right of non-residents or foreign persons to hold our ordinary shares or exercise voting rights on our ordinary shares other than those limitations that would generally apply to all shareholders.
Transfer agent
The registrar and transfer agent for our ordinary shares in the United States is Computershare Trust Company N.A. Our Belgian Register is maintained by Euroclear Belgium.

C. Material contracts.

We have not entered into any material contracts, other than contracts entered into in the ordinary course of business, attached as exhibits hereto or otherwise described herein.

D. Exchange controls.

There are no Belgian exchange control regulations that would affect the import or export of capital, including the availability of cash and cash equivalents for use by the company's group or the remittance of dividends, interest or other payments to nonresident holders of the Company's securities.

See "Item 10. Additional information—E. Taxation" for a discussion of the tax treatment of dividends.

E. Taxation

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us and our U.S. Holders and Non-U.S. Holders, each as defined below, of our activities and the ownership of our ordinary shares. This discussion does not purport to deal with the tax consequences of owning ordinary shares to all categories of investors, some of which, such as banks, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities, investors whose functional currency is not the United States dollar, investors that are or own our ordinary shares through partnerships or other pass-through entitles, investors that own, actually or under applicable constructive ownership rules, 10% or more of our ordinary shares, persons that will hold the ordinary shares as part of a hedging transaction, "straddle" (conversion transaction) persons who are deemed to sell the ordinary shares under constructive sale rules, persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an "applicable financial statement," persons subject to the "base erosion and anti-avoidance" tax, and persons who are liable for an alternative minimum tax may be subject to special rules. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion deals only with holders who purchase ordinary and hold the ordinary shares as a capital asset. The discussion below is based, in part, on the description of our business as described herein and assumes that we conduct our business as described herein. Unless otherwise noted, references in the following discussion to the "Company," "we" and "us" are to Euronav NV and its subsidiaries on a consolidated basis.
United States Federal Income Taxation of the Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping income is derived from sources within the United States.
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For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as "U.S.-source shipping income."
Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code or an applicable U.S. income tax treaty, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under the U.S.-Belgium income tax treaty, or the US-Belgian Treaty, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if (1) we are resident in Belgium for Belgian income tax purposes and (2) we satisfy one of the tests under the Limitation on Benefits Provision of the Belgian Treaty. We believe that we satisfy the requirements for exemption under the Belgian Treaty for our 2023 taxable year and expect to continue to do so for our future taxable years. Alternatively, we may qualify for exemption under Section 883, as discussed below.

Under Section 883 of the Code and the regulations there under, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1) we are organized in a foreign country, or our country of organization, that grants an "equivalent exemption" to corporations organized in the United States; and

(2) either

(A) more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are "residents" of our country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States, which we refer to as the "50% Ownership Test," or

(B) our stock is "primarily and regularly traded on an established securities market" in our country of organization, in another country that grants an "equivalent exemption" to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test".

Each of the jurisdictions where our ship-owning subsidiaries are incorporated grant an "equivalent exemption" to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

We do not currently anticipate circumstances under which we would be able to satisfy the 50% Ownership Test given the widely held nature of our ordinary shares. Our ability to satisfy the Publicly-Traded Test is discussed below.

Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be "primarily traded" on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our ordinary shares are "primarily traded" on the NYSE for this purpose even though the ordinary shares are also listed and traded on Euronext Brussels.

Under the Treasury Regulations, our ordinary shares will be considered to be "regularly traded" on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market which we refer to as the listing threshold. Our ordinary shares are listed on the NYSE and therefore we satisfy the listing requirement.

It is further required that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the "trading frequency test"; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the "trading volume test".
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We believe we satisfied the trading frequency and trading volume tests for the 2023 taxable year. Even if this was not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with our ordinary shares, such class of stock is traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be "regularly traded" on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the "5 Percent Override Rule."

For purposes of being able to determine the persons who own 5% or more of our stock (5% Shareholders) the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our ordinary shares. The Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.

In the event the 5 Percent Override Rule is triggered, the Treasury Regulations provide that the 5 Percent Override Rule will not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days during such year.

We believe that we and each of our subsidiaries qualify for exemption under Section 883 of the Code for our 2023 taxable year. We also expect that we and each of our subsidiaries will qualify for this exemption for our subsequent taxable years. However, there can be no assurance in this regard. For example, if our 5% Stockholders own 50% or more of our ordinary shares, we would be subject to the 5% Override Rule unless we can establish that among the closely-held group of 5% Stockholders, there are sufficient 5% Stockholders that are qualified stockholders for purposes of Section 883 of the Code to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of our ordinary shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Stockholders that are qualified stockholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified stockholders. These requirements are onerous and there is no assurance that we will be able to satisfy them.

Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the "4% gross basis tax regime". Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at a rate of 21%. In addition, we may be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.

Our U.S.-source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:

•We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
•Substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
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We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be "effectively connected" with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

United States Federal Income Taxation of U.S. Holders

As used herein, the term "U.S. Holder" means a beneficial owner of ordinary shares that is a United States citizen or resident, United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our ordinary shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income (qualified dividend income) as described in more detail below, to the extent of our current and accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in the holder's ordinary shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on our ordinary shares to a U.S. Holder who is an individual, trust or estate (a "U.S. Non-Corporate Holder") will generally be treated as "qualified dividend income" that is taxable to such U.S. Non-Corporate Holders at preferential tax rates provided that (1) either we qualify for the benefits of the Belgian Treaty (which we expect to be the case) or the ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our ordinary shares are listed); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed below); (3) the U.S. Non-Corporate Holder has owned the ordinary shares for more than 60 days in the 121-day period beginning 60 days before the date on which the ordinary shares become ex-dividend (and has not entered into certain risk limiting transactions with respect to such ordinary share); and (4) the U.S. Non-Corporate Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar related property. There is no assurance that any dividends paid on our ordinary shares will be eligible for these preferential tax rates in the hands of a U.S. Non-Corporate Holder.

As discussed below, our dividends may be subject to Belgian withholding taxes. A U.S. Holder may elect to either deduct his share of any foreign taxes paid with respect to our dividends in computing his Federal taxable income or treat such foreign taxes as a credit against U.S. federal income taxes, subject to certain limitations. No deduction for foreign taxes may be claimed by an individual who does not itemize deductions. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. The rules governing foreign tax credits are complex and U.S. Holders are encouraged to consult their tax advisors regarding the applicability of these rules in a U.S. Holder's specific situation.
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Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) Euronav is 50% or more owned, by vote or value, by U.S. persons and (b) at least 10% of Euronav's earnings and profits are attributable to sources within the U.S., then for foreign tax credit purposes, a portion of its dividends would be treated as derived from sources within the U.S. With respect to any dividend paid for any taxable year, the U.S. source ratio of our dividends for foreign tax credit purposes would be equal to the portion of Euronav's earnings and profits from sources within the U.S. for such taxable year divided by the total amount of Euronav's earnings and profits for such taxable year.

The rules related to U.S. foreign tax credits are complex and U.S. holders should consult their tax advisors to determine whether and to what extent a credit would be available.

Special rules may apply to any "extraordinary dividend" generally, a dividend paid by us in an amount which is equal to or in excess of ten percent of a U.S. Non-Corporate Holder's adjusted tax basis (or fair market value in certain circumstances) or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder's adjusted tax basis (or fair market value upon the shareholder's election) in a share of ordinary shares paid by us. If we pay an "extraordinary dividend" on our ordinary shares that is treated as "qualified dividend income," then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such ordinary shares will be treated as long-term capital loss to the extent of such dividend.

Dividends will be generally included in the income of U.S. Holders at the U.S. dollar amount of the dividend (including any non-U.S. taxes withheld therefrom), based upon the exchange rate in effect on the date of the distribution. In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However an individual whose realized foreign exchange gain does not exceed U.S. $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip or as an expense for the production of income).

Sale, Exchange or other Disposition of Ordinary shares

Subject to the discussion of passive foreign investment companies below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our ordinary shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such shares. The U.S. Holder's initial tax basis in its shares generally will be the U.S. Holder's purchase price for the shares and that tax basis will be reduced (but not below zero) by the amount of any distributions on the shares that are treated as non-taxable returns of capital (as discussed above under "-United States Federal Income Taxation of U.S. Holders-Distributions"). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company

Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or PFIC for United States federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a United States shareholder in such foreign corporation, if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:

•At least 75 percent of the corporation's gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
•At least 50 percent of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25 percent of the value of the subsidiary's stock.
Income earned by a foreign corporation in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless the foreign corporation is treated under specific rules as deriving its rental income in the active conduct of a trade or business or receiving the rental income from a related party.
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Based on our current operations and future projections, we do not believe that we are, nor do we expect to become a PFIC with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. We have not sought, and we do not expect to seek, a ruling from the Internal Revenue Service, or the IRS, on this matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our ordinary shares, as discussed below.

If we were to be treated as a PFIC for any taxable year, a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such U.S. Holder's ordinary shares.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the ordinary shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the ordinary shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our ordinary shares. A U.S. Holder would make a QEF election with respect to any year that our company is a PFIC by filing IRS Form 8621 with his United States federal income tax return. If we were aware that we or any of our subsidiaries were to be treated as a PFIC for any taxable year, we would, if possible, provide each U.S. Holder with all necessary information in order to make the QEF election described above. If we were to be treated as a PFIC, a U.S. Holder would be treated as owning his proportionate share of stock in each of our subsidiaries which is treated as a PFIC and such U.S. Holder would need to make a separate QEF election for any such subsidiaries. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.

Taxation of U.S. Holders Making a "Mark-to-Market" Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our shares are treated as "marketable stock," a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our ordinary shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The "mark-to-market" election will not be available for any of our subsidiaries. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over such holder's adjusted tax basis in the ordinary shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the ordinary shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his ordinary shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. It should be noted that the mark-to-market election would likely not be available for any of our subsidiaries which are treated as PFICs.

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Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (1) any excess distribution (the portion of any distributions received by the Non-Electing Holder on our ordinary shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period before the taxable year for the ordinary shares), and (2) any gain realized on the sale, exchange or other disposition of our ordinary shares. Under these special rules:

•The excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the ordinary shares;
•The amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and
•The amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These rules would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our ordinary shares. If a Non-Electing Holder who is an individual dies while owning our ordinary shares, such holder's successor generally would not receive a step-up in tax basis with respect to such shares.

United States Federal Income Taxation of "Non-U.S. Holders"

A beneficial owner of our ordinary shares that is not a U.S. Holder or an entity treated as a partnership is referred to herein as a "Non-U.S. Holder."

If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.

Dividends on Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our ordinary shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our ordinary shares, unless:

•The gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States or
•The Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the ordinary shares, including dividends and the gain from the sale, exchange or other disposition of the ordinary shares that are effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30 percent, or at a lower rate as may be specified by an applicable United States income tax treaty.
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Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if paid to a non-corporate U.S. Holder who:

•Fails to provide an accurate taxpayer identification number;
•Is notified by the IRS that he has failed to report all interest or dividends required to be shown on his federal income tax returns; or
•In certain circumstances, fails to comply with applicable certification requirements.
•Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.

If a Non-U.S. Holder sells his ordinary shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-U.S. Holder certifies that he is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption. If a Non-U.S. Holder sells his ordinary shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells ordinary shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States.

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain United States entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our ordinary shares, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury Regulations, an individual Non-U.S. Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

Belgian Tax Considerations

In the opinion of Monard Law, our Belgian counsel, the following are the material Belgian federal income tax consequences of the acquisition, ownership and disposal of ordinary shares by an investor, but this summary does not purport to address all tax consequences of the ownership and disposal of ordinary shares, and does not take into account the specific circumstances of particular investors, some of which may be subject to special rules, or the tax laws of any country other than Belgium. This summary does not describe the tax treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, ordinary shares as a position in a straddle, share-repurchase transactions, conversion transactions, synthetic security or other integrated financial transactions. This summary does not address the tax regime applicable to ordinary shares held by Belgian tax residents through a fixed basis or a permanent establishment situated outside Belgium. In particular, this summary does not address any local taxes that may be due in connection with the ownership and disposal of ordinary shares, other than Belgian local surcharges which generally vary from 0% to 9% of the investor's income tax liability.



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For purposes of this summary, a Belgian resident is:

•an individual subject to Belgian personal income tax, i.e., an individual who is domiciled in Belgium or has his seat of wealth in Belgium or a person assimilated to a resident for purposes of Belgian tax law;
•a company (as defined by Belgian tax law) subject to Belgian corporate income tax, i.e., a corporate entity that has its statutory seat (unless it can be proved that the tax residence of the company is situated in a State other than Belgium), its main establishment, its administrative seat or seat of management in Belgium;
•an Organization for Financing Pensions subject to Belgian corporate income tax, i.e., a Belgian pension fund incorporated in the form of an Organization for Financing Pensions; or
•a legal entity subject to Belgian income tax on legal entities, i.e., a legal entity other than a company subject to Belgian corporate income tax, that has its main establishment, its administrative seat or its seat of management in Belgium.

A non-resident is any person that is not a Belgian resident.

This summary is based on laws, treaties and regulatory interpretations in effect in Belgium on the date of this Form 20-F, all of which are subject to change, including changes that could have retroactive effect. Investors should appreciate that, as a result of evolutions in law or practice, the eventual tax consequences may be different from what is stated below.

Investors should consult their own advisors regarding the tax consequences of the acquisition, ownership and disposal of the ordinary shares in the light of their particular circumstances, including the effect of any state, local or other national laws.

Belgian taxation of dividends on ordinary shares

For Belgian income tax purposes, the gross amount of all benefits paid on or attributed to the ordinary shares is generally treated as a dividend distribution. By way of exception, the repayment of capital carried out in accordance with the Belgian Code of Companies and Associations is not treated as a dividend distribution to the extent that such repayment is imputed to the fiscal capital. This fiscal capital includes, in principle, the actual paid-up statutory share capital and, subject to certain conditions, the paid-up issuance premiums and the contributions made in exchange for the issuance of profit sharing certificates. However, a repayment of capital decided upon by the shareholders' meeting as of January 1, 2018 and which is carried out in accordance with the Belgian Code of Companies and Associations is partly considered to be a dividend distribution, more specifically with respect to the portion that is deemed to be the distribution of the existing taxed reserves (irrespective of whether they are incorporated into the capital) and/or of the tax-free reserves incorporated into the capital. Such portion is determined on the basis of the ratio of the taxed reserves (except for the legal reserve up to the legal minimum and certain unavailable reserves) and the tax-free reserves incorporated into the capital (with a few exceptions) over the aggregate of such reserves and the fiscal capital.

Belgian withholding tax of 30% is normally levied on dividends, subject to such relief as may be available under applicable domestic or tax treaty provisions.

If the Company redeems its own ordinary shares, the redemption gain (i.e., the redemption proceeds after deduction of the portion of fiscal capital represented by the redeemed ordinary shares) will, in principle, be treated as a dividend subject to a Belgian withholding tax of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions. No Belgian withholding tax will be triggered if such redemption is carried out on a stock exchange and meets certain conditions.

In case of liquidation of the Company, the liquidation gain (i.e., the amount distributed in excess of the fiscal capital) will in principle be subject to Belgian withholding tax at a rate of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions.

As mentioned above, any dividends or other distributions made by the Company to shareholders owning its ordinary shares will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, among others, qualifying pension funds or a company qualifying as a parent company in the sense of Council Directive 2011/96/EU dated November 30, 2011 (the "Parent-Subsidiary Directive"), or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply, and shareholders residing in countries other than Belgium are advised to consult their local advisors regarding the tax consequences of dividends or other distributions made by the Company. Shareholders of the Company residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any country other than Belgium.
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As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.-Belgium Tax Treaty. The U.S.-Belgium Tax Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Tax Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Tax Treaty. The 5% withholding tax applies in the case where the U.S. shareholder is a company which holds at least 10% of the ordinary shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a U.S. company which has held at least 10% of the ordinary shares in the Company for a period of at least 12 months ending on the date the dividend is declared, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisors to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Tax Treaty.

Belgian resident individuals

For Belgian resident individuals who acquire and hold the ordinary shares as a private investment, the Belgian dividend withholding tax fully discharges their personal income tax liability. They may nevertheless elect to report (the gross amount of) the dividends in their personal income tax return. Where such an individual opts to report them, dividends will normally be taxable at the lower of the generally applicable 30% withholding tax rate on dividends or at the progressive personal income tax rates applicable to the taxpayer's overall declared income (local surcharges will not apply). The first EUR 800 (amount applicable for income year 2023, EUR 833 for income year 2024) of reported ordinary dividend income will be exempt from Belgian tax. This exemption from Belgian tax has to be claimed by each taxpayer via their tax declaration. For the avoidance of doubt, all reported dividends are taken into account to assess whether the said maximum amount is reached. In addition, if the dividends are reported, the Belgian dividend withholding tax levied at source may be credited against the personal income tax due and is reimbursable to the extent that it exceeds the final personal income tax liability by at least EUR 2.50, provided that the dividend distribution does not result in a reduction in value of or a capital loss on the ordinary shares. This condition is not applicable if the individual can demonstrate that he has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends.

For Belgian resident individuals who acquire and hold the ordinary shares for professional purposes, the Belgian withholding tax does not fully discharge their income tax liability. Dividends received must be reported by the investor and will, in such case, be taxable at the investor's personal income tax rate with the addition of local surcharges. The Belgian dividend withholding tax levied at source may be credited against the personal income tax due and is reimbursable to the extent that it exceeds the final personal income tax liability by at least EUR 2.50, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if the investor can demonstrate that he has held the full legal ownership of the ordinary shares for an uninterrupted period of twelve months prior to the attribution of the dividends.

Belgian resident companies

Corporate income tax

For Belgian resident companies, the dividend withholding tax does not fully discharge the corporate income tax liability. For such companies, the gross dividend income (including the Belgian withholding tax) must be declared in the corporate income tax return and will be subject to a corporate income tax rate of 25% for assessment year 2025 in relation to financial years starting on or after January 1, 2024, unless the reduced corporate income tax rates apply. Subject to certain conditions, a reduced corporate income tax rate of 20% as of year 2020 (i.e., for financial years starting on or after January 1, 2020) applies for Small and Medium Sized Enterprises (as defined by Article 1:24, §1 to §6 of the Belgian Code of Companies and Associations) on the first EUR 100,000 of taxable profits.

Any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified; and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable (a) if the taxpayer can demonstrate that it has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends; or (b) if, during the said period, the ordinary shares never belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a permanent establishment (PE) in Belgium.

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If the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen"/"acte juridique ou un ensemble d'actes juridiques") which is not genuine ("kunstmatig"/"non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

As a general rule, Belgian resident companies can (subject to certain limitations) deduct 100% of gross dividends received from their taxable income (Dividend Received Deduction Regime), provided that at the time of a dividend payment or attribution: (1) the Belgian resident company holds the ordinary shares representing at least 10% of the share capital of the Company or a participation in the Company with an acquisition value of at least EUR 2,500,000; (2) the ordinary shares have been held or will be held in full ownership for an uninterrupted period of at least one year; and (3) the conditions relating to the taxation of the underlying distributed income, as described in Article 203 of the Belgian Income Tax Code or the "Article 203 ITC Taxation Condition" are met; and (4) the anti-abuse provision contained in Article 203, §1, 7° of the Belgian Income Tax Code is not applicable (together, the "Conditions for the application of the Dividend Received Deduction Regime"). Under certain circumstances the conditions referred to under (1) and (2) do not need to be fulfilled in order for the Dividend Received Deduction Regime to apply.

The Conditions for the application of the Dividend Received Deduction Regime depend on a factual analysis, upon each dividend distribution, and for this reason the availability of this regime should be verified upon each dividend distribution.

Belgian withholding tax

Dividends distributed to a Belgian resident company will be exempt from Belgian withholding tax provided that the Belgian resident company holds, upon payment or attribution of the dividends, at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year.

In order to benefit from this exemption, the Belgian resident company must provide the Company or its paying agent at the latest upon the attribution or the payment of the dividend with a certificate confirming its qualifying status and the fact that it meets the required conditions. If the Belgian resident company holds the required minimum participation for less than one year, at the time the dividends are paid on or attributed to the ordinary shares, the Company will levy the Belgian withholding tax but will not transfer it to the Belgian Treasury provided that the Belgian resident company certifies its qualifying status, the date from which it has held such minimum participation, and its commitment to hold the minimum participation for an uninterrupted period of at least one year.

The Belgian resident company must also inform the Company or its paying agent if the one-year period has expired or if its shareholding will drop below 10% of the share capital of the Company before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the dividend withholding tax which was temporarily withheld will be paid to the Belgian resident company.

Please note that the above described Dividend Received Deduction Regime and the withholding tax exemption will not be applicable to dividends which are connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen"/"acte juridique ou un ensemble d'actes juridiques") for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless there is evidence to the contrary, that this arrangement or this series of arrangements is not genuine ("kunstmatig"/"non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining the dividend received deduction, the above dividend withholding tax exemption or one of the advantages of the Parent-Subsidiary Directive in another EU Member State. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality.

Belgian resident organizations for financing pensions

For organizations for financing pensions or OFPs, i.e., Belgian pension funds incorporated in the form of an OFP ("organismen voor de financiering van pensioenen"/"organismes de financement de pensions") within the meaning of Article 8 of the Belgian Act of October 27, 2006, the dividend income is generally tax exempt.

Subject to certain limitations, any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due.

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If the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen"/"acte juridique ou un ensemble d'actes juridiques") which is not genuine ("kunstmatig"/"non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

Other Belgian resident legal entities subject to Belgian legal entities tax

For taxpayers subject to the Belgian income tax on legal entities, the Belgian dividend withholding tax in principle fully discharges their income tax liability.

Non-resident individuals or non-resident companies

Non-resident income tax

For non-resident individuals and companies, the Belgian dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds the ordinary shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian PE.

If the ordinary shares are acquired by a non-resident in connection with a fixed base or a PE in Belgium, the investor must report any dividends received, which will be taxable at the applicable non-resident personal or corporate income tax rate, as appropriate. Belgian dividend withholding tax levied at source may be credited against non-resident personal or corporate income tax and is reimbursable to the extent that it exceeds the income tax due by at least EUR 2.50, and subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if (a) the non-resident individual or the non-resident company can demonstrate that the ordinary shares were held in full legal ownership for an uninterrupted period of twelve months prior to the payment or attribution of the dividends or (b) with regard to non-resident companies only, if, during the said period, the ordinary shares have not belonged to a taxpayer other than a Belgian resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a Belgian PE.

Non-resident companies whose ordinary shares are invested in a Belgian PE may deduct 100% of the gross dividends received from their taxable income if, at the date the dividends are paid or attributed, the Conditions for the application of the Dividend Received Deduction Regime are met. The application of the Dividend Received Deduction Regime depends, however, on a factual analysis to be made upon each distribution and its availability should be verified upon each dividend distribution.

Dividends distributed to non-resident individuals who do not use the ordinary shares in the exercise of a professional activity may be eligible for the tax exemption with respect to ordinary dividends in an amount of up to EUR 800 (amount applicable for income year 2023 - EUR 833 for income year 2024) per year. For the avoidance of doubt, all dividends paid or attributed to such non-resident individual (and hence not only dividends paid or attributed on the ordinary shares) are taken into account to assess whether the said maximum amount is reached. Consequently, if Belgian withholding tax has been levied on dividends paid or attributed to the ordinary shares, such non-resident individual may request in its Belgian non-resident income tax return that any Belgian withholding tax levied is credited and, as the case may be, reimbursed. However, if no Belgian non-resident income tax return must be filed by the non-resident individual, any Belgian withholding tax levied could in principle be reclaimed by filing a certified, dated and signed written request addressed to the tax official of the Centre for Foreign Taxpayers ("Centrum Buitenland"/"Centre Etrangers"). Such a request must be filed no later than on December 31 of the calendar year following the calendar year in which the relevant dividend(s) have been received, together with an affidavit confirming the non-resident individual status and certain supporting documents.

Belgian dividend withholding tax relief for non-residents

Under Belgian tax law, withholding tax is not due on dividends paid to a foreign pension fund which satisfies the following conditions: (i) it is a non-resident saver in the meaning of Article 227, 3° of the Belgian ITC, which implies that it has separate legal personality and fiscal residence outside of Belgium; (ii) whose corporate purpose consists solely in managing and investing funds collected in order to pay legal or complementary pensions; (iii) whose activity is limited to the investment of funds collected in the exercise of its statutory mission, without any profit making aim; (iv) which is exempt from income tax in its country of residence; and (v) except in specific circumstances, provided that it is not contractually obligated to redistribute the dividends to any ultimate beneficiary of such dividends for whom it would manage the ordinary shares, nor obligated to pay a manufactured dividend with respect to the ordinary shares under a securities borrowing transaction.
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The exemption will only apply if the foreign pension fund provides a certificate confirming that it is the full legal owner or usufruct holder of the ordinary shares and that the above conditions are satisfied. The foreign pension fund must then forward that certificate to the Company or its paying agent.
As mentioned above, if the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen"/"acte juridique ou un ensemble d'actes juridiques") which is not genuine ("kunstmatig"/"non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

Dividends distributed to non-resident qualifying parent companies established in a Member State of the EU or in a country with which Belgium has concluded a double tax treaty that includes a qualifying exchange of information clause will, under certain conditions, be exempt from Belgian withholding tax provided that the ordinary shares held by the non-resident company, upon payment or attribution of the dividends, amount to at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year.

A non-resident company qualifies as a parent company provided that (i) for companies established in a Member State of the EU, it has a legal form as listed in the annex to the EU Parent-Subsidiary Directive, as amended by Directive 2003/123/EC of December 22, 2003, or, for companies established in a country with which Belgium has concluded a qualifying double tax treaty, it has a legal form similar to the ones listed in such annex (provided that, as regards the companies governed by Belgian law, the reference to a "besloten vennootschap met beperkte aansprakelijkheid"/"société privée à responsabilité limitée", a "coöperatieve vennootschap met onbeperkte aansprakelijkheid"/"société cooperative à responsabilité illimitée" and a "gewone commanditaire vennootschap"/"société en commandite simple" should also be understood as a reference to the "besloten vennootschap"/"société à responsabilité limitée", the "coöperatieve vennootschap"/"société cooperative", and the "commanditaire vennootschap"/"société en commandite" respectively); (ii) it is considered to be a tax resident according to the tax laws of the country where it is established and the double tax treaties concluded between such country and third countries; and (iii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime. The Company should also meet the aforementioned conditions in order for the exemption to be applicable.

To benefit from this exemption, the non-resident company must provide the Company or its paying agent at the latest upon the attribution of the dividends with a certificate confirming its qualifying status and the fact that it meets the three aforementioned conditions.

If the non-resident company holds a minimum participation for less than one year at the time the dividends are paid on or attributed to the ordinary shares, the Company must deduct the withholding tax but does not need to transfer it to the Belgian Treasury provided that the non-resident company provides the Company or its paying agent with a certificate confirming, in addition to its qualifying status, the date as of which it has held the ordinary shares, and its commitment to hold the ordinary shares for an uninterrupted period of at least one year. The non-resident company must also inform the Company or its paying agent when the one-year period has expired or if its shareholding drops below 10% of the Company's share capital before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the deducted dividend withholding tax which was temporarily withheld will be paid to the non-resident company.

Please note that the above withholding tax exemption will not be applicable to dividends which are connected to an arrangement or a series of arrangements (‘‘rechtshandeling of geheel van rechtshandelingen''/"acte juridique ou un ensemble d'actes juridiques'') for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless there is evidence to the contrary, that this arrangement or this series of arrangements is not genuine (‘‘kunstmatig''/"non authentique'') and has been put in place for the main purpose or one of the main purposes of obtaining the dividend received deduction, the above dividend withholding tax exemption or one of the advantages of the Parent-Subsidiary Directive in another EU Member State. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality. Pursuant to recent jurisprudence of the European Court of Justice, the withholding tax exemption may even be refused if the receiving Parent Company cannot be considered as the beneficial owner of the dividends.

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Dividends distributed by a Belgian company to a non-resident company will be exempt from withholding tax, provided that (i) the non-resident company is established in the European Economic Area or in a country with which Belgium has concluded a tax treaty that includes a qualifying exchange of information clause, (ii) the non-resident company is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime, (iii) the non-resident company does not satisfy the 10% participation threshold but has a participation in the Belgian company with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares which are or will be held in full ownership for at least one year without interruption; and (v) the non-resident company has a legal form as listed in the annex to the Parent-Subsidiary Directive, as amended from time to time, or has a legal form similar to the ones listed in such annex (provided that, as regards the companies governed by Belgian law, the reference to a "besloten vennootschap met beperkte aansprakelijkheid"/"société privée à responsabilité limitée", a "coöperatieve vennootschap met onbeperkte aansprakelijkheid"/"société cooperative à responsabilité illimitée" and a "gewone commanditaire vennootschap"/"société en commandite simple" should also be understood as a reference to the "besloten vennootschap"/"société à responsabilité limitée", the "coöperatieve vennootschap"/"société cooperative" and the "commanditaire vennootschap"/"société en commandite" respectively) and that is governed by the laws of another Member State of the EEA, or by the law of a country with which Belgium has concluded a qualifying double tax treaty. This exemption applies to the extent that the withholding tax which would have been due if this exemption did not exist would not be creditable nor reimbursable in the hands of the non-resident company. The Company should also meet conditions (ii) and (v) in order for the exemption to be applicable.

In order to benefit from the exemption of withholding tax, the non-resident company must provide the Company or its paying agent with a certificate confirming (i) it has the above-described legal form, (ii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that deviates from the ordinary domestic tax regime, (iii) it holds a participation of less than 10% in the capital of the Company but with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares in the Company which it has held or will hold in full legal ownership for an uninterrupted period of at least one year, (v) the extent to which it could, in principle, if this exemption did not exist, credit the levied Belgian withholding tax or obtain a reimbursement according to the legal provisions applicable on December 31 of the year preceding the year of the payment or attribution of the dividends, and (vi) its full name, legal form, address and fiscal identification number, if applicable.

Belgian dividend withholding tax is subject to such relief as may be available under applicable double tax treaty provisions. Belgium has concluded double tax treaties with more than 95 countries, reducing the dividend withholding tax rate to 20%, 15%, 10%, 5% or 0% for residents of those countries, depending on conditions related, among other things, to the size of the shareholding and certain identification formalities. Such reduction may be obtained either directly at source or through a refund of taxes withheld in excess of the applicable tax treaty rate. A claim for reimbursement of amounts withheld in excess of the rate defined by the double tax treaty (Form 276 Div-Aut) can be filed with the Centre for Foreign Taxpayers.

Prospective holders should consult their own tax advisors to determine whether they qualify for a reduction in withholding tax upon payment or attribution of dividends, and, if so, to understand the procedural requirements for obtaining a reduced withholding tax upon the payment of dividends or for making claims for reimbursement.

Belgian taxation of capital gains and losses on ordinary shares

Belgian resident individuals

In principle, Belgian resident individuals acquiring the ordinary shares as a private investment should not be subject to Belgian capital gains tax on a later disposal of the ordinary shares, and capital losses will not be tax deductible.

Capital gains realized by a Belgian resident individual are however taxable at 33% (plus local surcharges), unless the capital gain on the ordinary shares is deemed to be realized within the scope of the normal management of private estate. Only the net capital gain will be taxed. Capital losses are, however, not tax deductible. Moreover, capital gains realized by Belgian resident individuals on the disposal of the ordinary shares to a non-resident company (or body constituted in a similar legal form), to a foreign State (or one of its political subdivisions or local authorities) or to a non-resident legal entity, in each case established outside the European Economic Area, are in principle taxable at a rate of 16.5% (plus local surcharges) if, at any time during the five years preceding the sale, the Belgian resident individual has owned, directly or indirectly, alone or with his/her spouse or with certain relatives, a substantial shareholding in the Company (i.e., a shareholding of more than 25% in the Company). Capital losses arising from such transactions are, however, not tax deductible.

Capital gains realized by Belgian resident individuals in case of redemption of the ordinary shares or in case of liquidation of the Company will generally be taxable as a dividend.

Belgian resident individuals who hold the ordinary shares for professional purposes are taxable at the ordinary progressive personal income tax rates (plus local surcharges) on any capital gains realized upon the disposal of the ordinary shares, except for the ordinary shares held for more than five years, which are taxable at a separate rate of, in principle, 10% (capital gains realized in the framework of the cessation of activities under certain circumstances) or 16.5% (other occasions), both plus local surcharges. Capital losses on the ordinary shares incurred by Belgian resident individuals who hold the ordinary shares for professional purposes are in principle tax deductible.

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Belgian resident companies

Belgian resident companies are normally not subject to Belgian capital gains taxation on gains realized upon the disposal of the ordinary shares provided that the Conditions for the application of the Dividend Received Deduction Regime are met.
If one or more of the Conditions for the application of the Dividend Received Deduction Regime would not be met, any capital gain realized would be taxable at the standard corporate income tax rate of 25%, unless the reduced corporate income tax rate of 20% applies.

Capital losses on the ordinary shares incurred by Belgian resident companies are as a general rule not tax deductible.

Ordinary shares held in the trading portfolios of Belgian qualifying credit institutions, investment enterprises and management companies of collective investment undertakings are subject to a different regime. The capital gains on such ordinary shares are taxable at the standard corporate income tax rate of 25% unless the reduced corporate income tax rate of 20% applies, and the capital losses on such ordinary shares are tax deductible. Internal transfers to and from the trading portfolio are assimilated to a realization. Capital gains realized by Belgian resident companies in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.

Belgian resident organizations for financing pensions

Capital gains and capital losses realized by OFPs within the meaning of Article 8 of the Belgian Act of October 27, 2006 upon the disposal of the ordinary shares are not to be taken into account for the determination of the taxable result of the OFPs.

Other Belgian resident legal entities subject to Belgian legal entities tax

Capital gains realized upon disposal of the ordinary shares by Belgian resident legal entities are in principle not subject to Belgian income tax, and capital losses are not tax deductible.

Capital gains realized upon disposal of (part of) a substantial participation in a Belgian company (i.e., a participation representing more than 25% of the share capital of the Company at any time during the last five years prior to the disposal) may, however, under certain circumstances be subject to income tax in Belgium at a rate of 16.5%.

Capital gains realized by Belgian resident legal entities in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.

Non-resident individuals or non-resident companies

Non-resident individuals or companies are, in principle, not subject to Belgian income tax on capital gains realized upon disposal of the ordinary shares, unless the ordinary shares are held as part of a business conducted in Belgium through a fixed base in Belgium or a Belgian PE. In such a case, the same principles apply as described with regard to Belgian individuals (holding the ordinary shares for professional purposes) or Belgian companies.

Non-resident individuals who do not use the ordinary shares for professional purposes and who have their fiscal residence in a country with which Belgium has not concluded a tax treaty, or with which Belgium has concluded a tax treaty that confers the authority to tax capital gains on the ordinary shares to Belgium, might be subject to tax in Belgium if the capital gains arise from transactions which are to be considered speculative or beyond the normal management of one's private estate or in case of disposal of a substantial participation in a Belgian company as mentioned in the tax treatment of the disposal of the ordinary shares by Belgian individuals. Such non-resident individuals might therefore be obliged to file a tax return and should consult their own tax advisor.

Annual tax on securities accounts

The law of February 17, 2021 on the introduction of an annual tax on securities accounts (the "Law of February 17, 2021") has introduced an annual tax on securities accounts into Belgian law effective as from February 26, 2021. Pursuant to the Law of February 17, 2021, a 0.15% tax is applicable to Belgian residents and non-residents who hold securities accounts with an average value, over a period of twelve consecutive months starting on October 1 and ending on September 30 of the subsequent year, higher than EUR 1,000,000. The ordinary shares are principally qualifying securities for the purposes of this tax.
The tax due is limited to 10% on the difference between the taxable amount and the aforementioned cap of EUR 1,000,000. This cap is assessed per securities account (irrespective of whether the account is held in Belgium or abroad) and involves Belgian as well as foreign securities accounts held by Belgian residents. Securities held by non-residents only fall within the scope of the annual tax on securities accounts provided they are held on securities accounts with a financial intermediary established or located in Belgium.
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Note that, pursuant to certain double tax treaties, Belgium has no right to tax capital. Hence, to the extent that the annual tax on securities accounts is viewed as a tax on capital within the meaning of these double tax treaties, treaty override may, subject to certain conditions, be claimed. Belgian establishments of non-residents are, however, treated as Belgian residents for the purposes of the annual tax on securities accounts, so that both Belgian and foreign securities accounts fall within the scope of this tax.

The annual tax on securities accounts is in principle due by the financial intermediary established or located in Belgium. Otherwise, the annual tax on securities accounts needs to be declared and is due by the holder of the securities accounts itself, unless the holder provides evidence that the annual tax on securities accounts has already been withheld, declared and paid by an intermediary which is not established or located in Belgium. In that respect, intermediaries located or established outside of Belgium could appoint an Annual Tax on Securities Accounts Representative in Belgium. Such a representative is then liable towards the Belgian Treasury ("Thesaurie"/"Trésorerie") for the annual tax on securities accounts due and for complying with certain reporting obligations in that respect. If the holder of the securities accounts itself is liable for reporting obligations (e.g., when a Belgian resident holds a securities account abroad with an average value higher than EUR 1,000,000), the tax return for the annual tax on securities accounts must be filed on 15 July of the year following the year on which the tax was calculated, at the latest, irrespective of whether the Belgian resident is an individual or a legal entity. In the latter case, the annual tax on securities accounts must be paid by the taxpayer on August 31 of the year following the year on which the tax was calculated, at the latest.

As a general rule, no annual tax on securities accounts is due provided that the average value of the securities account is less than EUR 1,000,000.

Please note that the annual tax on securities accounts contains several (specific) anti-abuse provisions aimed at remediating tax avoidance (e.g., conversion of qualifying financial instruments to non-qualifying financial instruments (such as nominative shares) or splitting an existing securities account into several securities accounts in order to avoid reaching the cap of EUR 1,000,000 on the relevant securities account). By ruling dated October 27, 2022, the Constitutional Court annulled both specific anti-abuse provisions. However, these situations could still be targeted by applying the general anti-abuse provision.

Investors should consult their own professional advisors in relation to the annual tax on securities accounts.

Belgian tax on stock exchange transactions

The purchase and the sale and any other acquisition or transfer for consideration of existing ordinary shares (secondary market transactions) is subject to the Belgian tax on stock exchange transactions ("taks op de beursverrichtingen"/"taxe sur les opérations de bourse") if it is (i) executed in Belgium through a professional intermediary, or (ii) deemed to be executed in Belgium, which is the case if the order is directly or indirectly made to a professional intermediary established outside of Belgium, either by private individuals with habitual residence in Belgium or by legal entities for the account of their seat or establishment in Belgium (both referred to as a "Belgian Investor"). The tax on stock exchange transactions is not due upon the issuance of new ordinary shares (primary market transactions).

The tax on stock exchange transactions is levied at a rate of 0.35% of the purchase price, capped at EUR 1,600 per transaction and per party.

A separate tax is due by each party to the transaction, and both taxes are collected by the professional intermediary. However, if the intermediary is established outside of Belgium, the tax will in principle be due by the Belgian Investor, unless that Belgian Investor can demonstrate that the tax has already been paid. Professional intermediaries established outside of Belgium can, subject to certain conditions and formalities, appoint a Belgian Stock Exchange Tax Representative, which will be liable for the tax on stock exchange transactions in respect of the transactions executed through the professional intermediary. If the Stock Exchange Tax Representative has paid the tax on stock exchange transactions due, the Belgian Investor will, as per the above, no longer be the debtor of the tax on stock exchange transactions.

No tax on stock exchange transactions is due on transactions entered into by the following parties, provided they are acting for their own account: (i) professional intermediaries described in Article 2.9° and 10° of the Belgian Law of August 2, 2002 on the supervision of the financial sector and financial services; (ii) insurance companies defined in Article 5 of the Belgian Law of March 13, 2016 on the status and supervision of insurance companies and reinsurance companies; (iii) pension institutions referred to in Article 2,1° of the Belgian Law of October 27, 2006 concerning the supervision of pension institutions; (iv) undertakings for collective investment; (v) regulated real estate companies; and (vi) Belgian non-residents provided they deliver a certificate to their financial intermediary in Belgium confirming their non-resident status.

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Application of the Tonnage Tax Regime to the Company

The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income.
Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (Tonnage Tax Regime – An alternative way of calculating taxable income of operating qualifying ships. Taxable profits are calculated by reference to the net tonnage of the qualifying vessels a company operates, independent of the actual earnings (profit or loss) for Belgian corporate income tax purposes). This Tonnage Tax Regime was initially granted for 10 years and was renewed for an additional 10-year period in 2013. The Belgian Ruling Commission formally confirmed that the Tonnage Tax Regime applies until the end of 2023. The application for prolongation of this Tonnage Tax Regime as from 2024 was timely filed before the end of 2023 and is currently pending for approval.

We cannot assure the Company will be able to continue to take advantage of these tax benefits in the future or that the Belgian Ministry of Finance will approve the Company's future applications. Changes to the tax regimes applicable to the Company, or the interpretation thereof, may impact the future net results of the Company.


Other income tax considerations

In addition to the income tax consequences discussed above, the Company may be subject to tax in one or more other jurisdictions where the Company conducts activities. The amount of any such tax imposed upon our operations may be material.
Estate and Gift Tax
There is no Belgian estate tax on the transfer of shares of the Company on the death of a Belgian non-resident.

Donations of shares of the Company made in Belgium may or may not be subject to gift tax depending on how the donation is carried out.

The proposed Financial Transaction Tax (FTT)

On February 14, 2013 the EU Commission adopted a Draft Directive on a common Financial Transaction Tax (FTT). Earlier negotiations for a common transaction tax among all 28 EU Member States had failed. The current negotiations between Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the "Participating Member States") are seeking a compromise under "enhanced cooperation" rules, which require consensus from at least nine nations. Earlier, Estonia dropped out of the negotiations by declaring that it would not introduce the FTT.

The Draft Directive currently stipulates that once the FTT enters into force, the Participating Member States will not maintain or introduce taxes on financial transactions other than the FTT (or VAT as provided in Council Directive 2006/112/EC of November 28, 2006 on the common system of value added tax). For Belgium, the tax on stock exchange transactions should thus be abolished once the FTT enters into force.

However, the Draft Directive on the FTT remains subject to negotiations between the Participating Member States.

As there was no agreement by the end of 2022, the EU Commission will itself propose a new resource, based on a new FTT. A proposal is scheduled for June 2024, with an envisaged entry into force as of January 1, 2026.

Prospective investors should consult their own professional advisors in relation to the FTT.

Pillar Two

On December 20, 2021, the OECD released the Pillar Two Model Rules (also referred to as the "Anti Global Base Erosion" or "GloBE" Rules). These rules are part of the Two-Pillar Solution to address the tax challenges of the digitalization of the economy that was agreed by 137 member jurisdictions of the OECD/G20 Inclusive Framework on BEPS and endorsed by the G20 Finance Ministers and Leaders in October 2021.

Council Directive (EU) 2022/2523 of December 14, 2022 (the "Minimum Tax Directive") provides a common set of rules for EU Member States to implement the Pillar Two Model Rules in their national laws. The rules are intended to ensure a global minimum level of taxation of 15% for multinational enterprise groups and large-scale domestic groups in the EU. The rules will apply to multinational enterprise groups and large-scale domestic groups in the EU with combined financial revenues of more than EUR 750 million a year. They will apply to any large group, both domestic and international, with a parent company or a subsidiary situated in an EU Member State.
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The Minimum Tax Directive includes a common set of rules on how to calculate the 15% effective minimum tax rate. If the minimum effective rate is not imposed by the country where the parent company or the subsidiary is based, there are provisions for the EU Member State of the parent company to apply a "top-up" tax.
EU Member States had until December 31, 2023 to transpose the Minimum Tax Directive into national legislation with the rules to be applicable for fiscal years starting on or after December 31, 2023, with the exception of the Undertaxed Profit Rule (UTPR) which will be applicable for fiscal years starting on or after December 31, 2024. Belgium has timely implemented the Minimum Tax Directive by the law of December 19, 2023. Countries outside the EU are also starting to implement the Pillar Two Model Rules as agreed by the G20/OECD Inclusive Framework on BEPS in their national laws.

Under the Pillar Two Model Rules as provided by the Minimum Tax Directive and as implemented in Belgium, the income (or loss) is calculated based on financial accounts, which provides a base that is harmonized across all jurisdictions. Certain adjustments are provided to align the financial accounts with tax purposes, including an exclusion for international shipping income and safe harbour rules. Countries may introduce domestic minimum taxes.

The company is currently analysing the above tax rules to ensure timely compliance. The implementation of these rules by EU Member States and other countries may impact the future net results of the Company.

ATAD3

On December 22, 2021, the EU Commission published a draft directive to "tackle the misuse of shell entities for tax purposes" ("ATAD3" or the "Unshell Directive"). The draft directive is intended to be implemented in national legislation by January 1, 2025, but negotiations are however still pending.

ATAD3 provides for specific conditions (or gateways) to identify potential shell entities (entities with limited or no substance). If an undertaking would qualify as a shell entity, a specific reporting obligation applies, and the benefits granted by double tax treaties and EU Directives (such as the withholding tax exemption) could be denied.

Investors should consult their own professional advisors in relation to ATAD3.

FASTER

On June 19, 2023, the the EU Commission published a draft directive "on Faster and Safer Relief of Excess Withholding Taxes" ("FASTER"). The draft directive is intended to be implemented in national legislation by January 1, 2027.

FASTER aims to simplify and standardize the procedures in order to obtain a refund of withholding tax by introducing a common EU digital tax residence certificate and two fast-track procedures complementing the existing standard refund procedure.

Investors should consult their own professional advisors in relation to FASTER.


F.          Dividends and paying agents.

Not applicable.

G.          Statement by experts.

Not applicable.

H.          Documents on display.

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements we file reports and other information with the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.euronav.com.  This web address is provided as an inactive textual reference only.  Information contained on our website does not constitute part of this annual report.
Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address: Euronav NV, De Gerlachekaai 20, 2000 Antwerpen, Belgium, Telephone: +32 3 247 44 11.



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I.          Subsidiary Information.

Not applicable.

J.         Annual Report to Security Holders.

Not applicable.

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
We are exposed to market risk from changes in interest rates related to the variable rate of the borrowings under our secured and unsecured credit facilities. Until June 30, 2023 the majority of interest rate risk was related to LIBOR. Since July 1, 2023 all amounts borrowed under the credit facilities bear interest at a rate equal to SOFR plus a margin. Increasing interest rates could affect our future profitability. In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. A one percent increase in SOFR would have increased our interest expense for the year ended December 31, 2023 by approximately $13.8 million ($15.6 million in 2022).
Currency risk
We are exposed to currency risk related to our operating expenses and treasury notes expressed in euros. In 2023, about 19.1% of the total operating expenses were incurred in euros (2022: 15.4%). Revenue and financial instruments are expressed in U.S. dollars only. A 10 percent strengthening of the Euro against the dollar at December 31, 2023 would have decreased our profit or loss by $13.4 million (2022: $11.0 million). A 10 percent weakening of the euro against the dollar at December 31, 2023 would have had the equal but opposite effect.
Credit risk
We are exposed to credit risk from our operating activities (primarily for loans and guarantees, trade receivables, and available liquidity under our credit revolving facilities) and from our financing activities, including credit risk related to undrawn portions of our facilities and deposits with banks and financial institutions. We seek to diversify the credit risk on our cash deposits by spreading the risk among various financial institutions. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on the rating agency, Standard & Poor's Financial Services LLC. Euronav employs a robust risk management framework to evaluate and address customer risk effectively. Through a detailed assessment, Euronav evaluates customers based on credit and financial risk criteria sourced from specialized providers, direct interactions, and internal business intelligence, dictating various aspects of engagement such as credit exposure limits, payment terms, and acceptability of indemnity letters. Management oversees categorization and risk mitigation measures, especially for higher-risk customers. Regular assessments and ongoing monitoring allow Euronav to adapt to evolving risks, ensuring prudent business relationships.
Market risk
Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows. A significant portion of our vessels are currently exposed to the spot market. Every increase (decrease) of $1,000 on a spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by $20.3 million in 2023 (2022: $21.3 million).
For further information, please see Note 20 to our consolidated financial statements included herein.


ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.


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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.    CONTROLS AND PROCEDURES

A. Disclosure of controls and procedures.

We evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

B. Management's annual report on internal control over financial reporting.

In accordance with Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act, the management of the Company is responsible for the establishment and maintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. The Company's system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Management has performed an assessment of the effectiveness of the Company's internal controls over financial reporting as of December 31, 2023 based on the provisions of Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in 2013. Based on our assessment, management determined that the Company's internal controls over financial reporting were effective as of December 31, 2023 based on the criteria in Internal Control—Integrated Framework issued by COSO (2013).

C. Report of Independent Registered Public Accounting Firm.

Shareholders and Board of Directors
Euronav NV
Antwerp, Belgium

Opinion on Internal Control over Financial Reporting

We have audited Euronav NV’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statement of financial position of the Company as of December 31, 2023, the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes and our report dated April 10, 2024 expressed an unqualified opinion thereon.


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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ BDO Bedrijfsrevisoren BV
Zaventem, Belgium
April 10, 2024


D. Changes in internal control over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.    [RESERVED]

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

In accordance with the rules of the NYSE, the U.S. exchange on which our ordinary shares are listed, we have appointed an audit committee, referred to as the Audit and Risk Committee, whose members as of March 31, 2024, are Mr. De Brabandere, as Chair, Ms. Scheers and Mr. Molis.

Our Supervisory Board has determined that Mr. De Brabandere is an audit committee financial expert, as such term is defined under U.S. securities laws, and independent, as such term is defined under the U.S. securities laws and the NYSE rules and regulations.


ITEM 16B.    CODE OF ETHICS
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We have adopted a code of conduct that applies to our directors, officers, employees and certain persons performing similar functions. A copy of our code of conduct is available on our website at www.euronav.com. We will also provide a hard copy of our code of conduct free of charge upon written request of a shareholder.
Shareholders may also request a copy of our code of conduct at no cost, by writing or telephoning us at the following address:
Euronav NV, De Gerlachekaai 20, 2000 Antwerpen, Belgium.
Telephone: +32 3 247 44 11

ITEM 16C.    PRINCIPAL ACCOUNTING FEES AND SERVICES

In accordance with the provisions mentioned in Article 27 of the Company’s Articles of Association, the Company’s Independent Auditor is appointed by the general shareholders’ meeting for a renewable period of three years.

Our principal accountants for the year ended December 31, 2023 were BDO Bedrijfsrevisoren BV/SRL (BDO) - BDO Réviseurs d'Entreprises (PCAOB ID: 1432), located at Da Vincilaan 9 E.6, Zaventem, B1930, Belgium.

Our principal accountants for the year ended December 31, 2022 were KPMG Bedrijfsrevisoren—Réviseurs d' Entreprises BV/SRL (KPMG) (PCAOB ID: 1050), located at Luchthaven Brussel Nationaal 1K, Zaventem, B1930, Belgium.

The following table sets forth the fees related to audit, tax and other services provided by BDO (2023) and KPMG (2022).
(in U.S. dollars) December 31, 2023 December 31, 2022
Audit fees 1,914,792  1,002,174 
Audit-related fees —  147,070 
Taxation fees 19,250  749 
All other fees 78,365  21,865 
Total 2,012,408  1,171,858 

Audit Fees

Audit fees are fees billed for the audit of our annual financial statements or for services that are normally provided by our independent audit firms in connection with our statutory and regulatory filings and engagements (as applicable) services that provide assurance on the fair presentation of financial statements and generally encompass the following specific elements:

•An audit opinion on our consolidated financial statements;
•An audit opinion on the statutory financial statements of individual companies within our consolidated group of companies, where legally required;
•A review opinion on interim financial statements; and
•In general, any opinion assigned to the statutory auditor by local legislation or regulations.

The 2023 audit fees include fees for the legally required review procedures in light of the Q2 and Q3 interim dividend and the related party procedures regarding the deal with Frontline and the acquisition of CMB.TECH.

Audit-Related Fees

Audit-related fees are fees not included in Audit Fees for assurance or other related work traditionally provided to us by our independent external audit firms in their role as statutory auditors and which are reasonably related to the performance of the audit or review of our financial statements.

These services generally include, among others, audits of employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services related to financial reporting that are not required by statute or regulation, work performed in connection with registration statements such as due diligence procedures or issuances of comfort letters and consultation concerning financial accounting and reporting standards, usually result in a certification or specific opinion on an investigation or specific procedures applied, and include opinion/audit reports on information provided by us at the request of a third party (for example, prospectuses, comfort letters).
139


More specifically the audit-related services for Euronav in 2022 are related to the issuance of a report in accordance with article 7:116 (7:97) of the Belgian Companies' and Associations' Code in relation to historical financial and accounting information included in the minutes of the Supervisory Board and in the minutes of the Committee of independent directors on any decision or for any transaction to implement a decision related to a related party within the meaning of the International Financial Reporting Standards adopted in accordance with Regulation (EC) 1606/2002, and to the issuance of a consent letter with respect to the inclusion or incorporation by reference of previously issued 2022 auditor's report in view of a Form F-4 filing.

Taxation Fees

Tax fees in 2023 were related to tax compliance services.

All other Fees
The other fees are related to an Agreed upon Procedures engagement on the written statement of Euronav NV (the "Company" or "Euronav") on the job creation and preservation commitments pursuant to article 22/2, 7° of the Flemish Region Act of February 6, 2004, as amended, supplemented or extended from time to time, for Euronav in the context of the Company's compliance with the Flemish Government Decree of April 15, 2009, as amended, supplemented or extended from time to time, in respect of the guarantee agreement of April 7, 2021. The 2023 other fees also relate to the agreed upon procedures in Tankers International regarding TI Pool revenue and iXBRL review in Tankers UK Agencies & International. The 2022 other fees also relate to services in connection with EMIR Agreed upon Procedures support.

The Supervisory Board has adopted pre-approval policies and procedures in compliance with paragraph (c) (7)(i) of Rule 2-01 of Regulation S-X that require the approval of each of the additional audit and non-audit related services to be provided by the appointed auditor under such engagement by the Company. All services provided by the principal auditors in 2023 and 2022 were approved by the Board pursuant to the pre-approval policy.

ITEM 16D.    EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
None.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

None.

ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
As set out in the Form 20-F for the year ended December 31, 2022, during 2022 Euronav carried out a mandatory audit retendering process, as a result of which BDO Bedrijfsrevisoren BV has replaced KPMG as the company’s auditor for the year ended December 31, 2023 onwards and as appointed on May 17,2023.


ITEM 16G.    CORPORATE GOVERNANCE
Pursuant to an exception for foreign private issuers, we, as a Belgian company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE rules and regulations. Set forth below is a list of what we believe to be the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE rules and regulations.
Independence of Directors.   
The NYSE requires that a U.S. listed company maintain a majority of independent directors. Our Supervisory Board currently consists of five members, three of which are considered independent. These three Independent Directors are Ms. Julie De Nul, Mr. Patrick Molis and Ms. Catharina Scheers.
Executive Sessions.
The NYSE requires that Supervisory Board Members meet regularly in executive sessions without presence of the Management Board. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Belgian law, closed sessions of our Supervisory Board may comprise both independent and non-independent Supervisory Board members.
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Compensation Committee and Nominating/Corporate Governance Committee.   
The NYSE requires that a listed U.S. company have a compensation committee and a nominating/corporate governance committee of independent directors. The Company's Corporate Governance and Nomination Committee, as well as the Remuneration Committee, currently consist entirely of independent members. In accordance with Belgian corporate law and corporate governance standards, both Committees must at all times maintain a majority of independent members (in accordance with Belgian independence standards).
Audit Committee.   
The NYSE requires, among other things, that a listed U.S. company have an audit committee comprised of a minimum of three directors, who are all independent. Under Belgian law, our Audit and Risk Committee need not be comprised of three entirely independent members, but it must at all times count among its members at least one independent member (in accordance with Belgian independence standards). Although we are not required to do so under the NYSE rules and Rule 10A-3 under the Exchange Act, our Audit and Risk Committee is currently comprised of three independent members in accordance with the Exchange Act and NYSE rules as well as according to Belgian independence standards.
Corporate Governance Guidelines.   
The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines, but we have adopted a corporate governance charter in compliance with Belgian law requirements.
Shareholder Approval of Securities Issuances.
The NYSE requires that a listed U.S. company obtain the approval of its shareholders prior to issuances of securities under certain circumstances. In lieu of this requirement, we have elected to follow applicable practices under the laws of Belgium for authorizing issuances of securities.
Proxies.
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements in connection with meetings of the Company's shareholders as required by U.S. companies under the NYSE listing rules and regulations. As provided in our Coordinated Articles of Association, the designation of a proxy holder by a shareholder will occur as stated in the convening notice for the respective meeting of shareholders. The Supervisory Board of the Company may decide on the form of the proxies and may stipulate that the same be deposited at the place it indicates, within the period it fixes and that no other forms will be accepted.
Information about our corporate governance practices may also be found on our website, http://www.euronav.com, in the section "Investors" under "Corporate Governance." The information contained on our website does not form a part of this annual report.

Clawback Policy:
On December, 5, 2023, we adopted a policy regarding the recovery of erroneously awarded compensation ("Clawback Policy") in accordance with the applicable rules of the New York Stock Exchange and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under U.S. securities laws or otherwise erroneous data or if we determine there has been a significant misconduct that causes material financial, operational or reputational harm, we shall be entitled to recover a portion or all of any incentive-based compensation provided to certain executives who, during a three-year period preceding the date on which an accounting restatement is required, received incentive compensation based on the erroneous financial data that exceeds the amount of incentive-based compensation the executive would have received based on the restatement. The Supervisory Board administers our Clawback Policy and has discretion, in accordance with the applicable laws, rules and regulations, to determine how to seek recovery. See "Exhibit 4.44 Clawback Policy".

ITEM 16H.    MINE SAFETY DISCLOSURE
Not applicable.
141

ITEM 16I.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J.     INSIDER TRADING DISCLOSURE

The "Insider Trading Policy - Dealing Code" is filed as an Exhibit 2.3 to this annual report.

ITEM 16K.     CYBERSECURITY

Euronav is actively working towards establishing itself as a trustworthy resilient shipping organization giving high priority on cybersecurity. Throughout 2023, the heightened awareness on cybersecurity matters within Euronav has been instrumental in identifying and addressing critical cybersecurity challenges both onshore and offshore.

The evolving threat landscape, the broadening attack surface, and the ongoing commitment to transparency necessitate active collaboration with our strategic partners. Together, we are dedicated to securing and fortifying a reliable information security data platform that prioritizes data security. This commitment aligns seamlessly with our enhanced cybersecurity and data protection policy, inclusive of comprehensive mitigation measures and a meticulously incident response plan. We conduct regular risk assessments for both Operational Technology (OT) and Information Technology (IT) systems, implementing corresponding mitigating actions.

Our IT organisation continually monitors for threats using a variety of tools, processes, and third-party auditing. A third party organization has installed a "Security Information and Event Management" (SIEM) / "Security Operations Center" (SOC) to monitor and respond security incidents.

When threats are identified our Computer Security Incident Response Team (CSIRT) is activated to contain, eradicate, and recover from the incident swiftly and methodically. The CSIRT is described in detail in the IT Processes and Policies.

Euronav places a strong emphasis on the continuous training of shore-based personnel, crew, and contractors in cybersecurity protocols. Regular updates are designed to ensure that our team remains well-versed in the latest developments. Additionally, cybersecurity awareness training sessions and exercises are conducted for both onshore and onboard personnel.

Our fleet endeavours to be at the forefront of adopting secure technologies. Collaborating closely with service and product vendors is pivotal in validating real-world, standards-based cybersecurity capabilities that effectively address business needs onboard. Our goal is to introduce advanced cybersecurity measures and secure infrastructure that not only inspire technological innovation but also foster the growth of our fleet.

We achieve this through:

Practical Cybersecurity:
a.Implementation of standards-based, cost-effective, repeatable, and scalable cybersecurity solutions to secure data and digital infrastructure.

Cyber Compliance:
a.Employing methods and tools to ensure compliance with cybersecurity best practices and regulatory frameworks.

Vulnerability scans :
a.To enhance our cybersecurity posture, we have also incorporated regular vulnerability scans into our cybersecurity strategy.
b.These scans play a pivotal role in identifying and addressing potential weaknesses, contributing to the overall resilience of our systems and data protection measures.
c.This proactive approach ensures that our cybersecurity initiatives remain adaptive and responsive to the evolving threat landscape.

Centralized Management and Monitoring:
a.Implementing a Remote Management and Monitoring platform to gain a comprehensive overview of the fleet.
b.Providing secure, monitored, and recorded remote access to vessel assets.

Commitment on Cybersecurity audit of the IT landscape by external partner
a.On a yearly basis, a cybersecurity audit is planned. Every other year, a vulnerability scan is included. The other year a Penetration testing (better known as PEN testing) is completed.
142

b.We routinely coordinate with auditors and other third-party partners, to help ensure our systems are evaluated and held to the utmost security standards. The outcome of these sessions results in policy and procedure updates to prevent and resolve cybersecurity incidents in a timely manner.

Advanced Antivirus and Endpoint Detection and Response (EDR):
a.Euronav has deployed an EDR solution for continuous monitoring and response to advanced threats on endpoints. An escalation matrix to action Critical and High impact incidents is put in place to ensure consistent coverage and actioning of these incidents.
b.Establishing a centralized dashboard for fleet-wide visibility into endpoint security status and alerts.

Governance on Cybersecurity Strategy, Continuous Improvement and Incident Response
a.An overview of cybersecurity incidents, detailing what the criticality is of the incident, who is involved, what is involved, and what is being done to mitigate all risks associated with the incident, is to be provided at our IT Steering Committee meetings. Based on critical incidents reported, plans for measures to avoid these incidents from happening in the future are decided on the Steering Committee and follow up on implementation is done in subsequent Steering Committees.
b.Cyber Security incidents classified as critical and having financial impact are communicated immediately to all members of the IT Steering Committee by the CISO (= or the Chief Information Security Officer).
c.Within our IT organisation, a monthly meeting is held to review all aspects of cybersecurity. Discussion topics include, but are not limited to, current or recent incidents, upcoming threats, review of software and hardware vulnerabilities, upcoming policy and procedure changes, and recommendations from third party partners are a few examples of topics discussed.

Members of the IT Steering Committee:
include all members of the Management Board;
our Internal Audit team;
OPS Director;
our Head of Accounting;
our Heads of business units (ESMH - CMB TECH - WindcatWorkboats);
and our Head of IT (Accountable and Responsible).

Our Head of IT is responsible for assessing and managing all risks from Cyber Security threats, assisted by the CISO reporting to the Head of IT. Our CISO (Chief Information Security Officer) is qualified to assess all risks from Cyber Security Threats.

All cybersecurity incidents in 2023 were detected and resolved in an efficient manner. Due to the swift and methodical actions taken by the IT Organization, external security operations partners, and other relevant stakeholders there were no material adverse effects on the Company's business, strategies, or visions.

We continually strive to advance and adapt to the evolving world of cybersecurity so that we may resolve any future cybersecurity incidents using improved techniques and processes.

Euronav remains steadfast in its commitment to fortifying its cybersecurity posture, embracing technological advancements, and fostering a secure environment for its maritime operations.

143

PART III

ITEM 17.    FINANCIAL STATEMENTS

See "Item 18. Financial Statements."

ITEM 18.    FINANCIAL STATEMENTS
The financial statements, together with the report of BDO Bedrijfsrevisoren - BDO Réviseurs d'enterprises thereon, are set forth on page F-2 and are filed as a part of this report.
The financial statements, together with the report of KPMG Bedrijfsrevisoren BV / KPMG Réviseurs d’Entreprises SRL thereon, are set forth on page F-4 and are filed as a part of this report.













144

ITEM 19.    EXHIBITS
Exhibit Number Description
1.1
2.1
2.2
2.3
4.1
4.2
4.3
4.4
4.5
4.6

4.7

4.8

4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
F-












































































































































145


4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38

4.39
4.40
F-












































































































































146


4.41
4.42
4.43
4.44
8.1
11.1
12.1
12.2
13.1
13.2
15.3
15.5
15.6
101
The following financial information from the registrant's annual report on Form 20-F for the fiscal year ended December 31, 2023, formatted in Extensible Business Reporting Language (XBRL):
(1) Consolidated Statement of Financial Position as of December 31, 2023, 2022 and 2021
(2) Consolidated Statement of Profit or Loss for the years ended December 31, 2023, 2022 and 2021
(3) Consolidated Statement of Comprehensive Income as of December 31, 2023, 2022 and 2021
(4) Consolidated Statements of Changes in Equity as of December 31, 2023, 2022 and 2021
(5) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
(6) Notes to the Consolidated Financial Statements.
(1)Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-198625 and incorporated by reference herein.
(2)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2014 and incorporated by reference herein.
(3)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2015 and incorporated by reference herein.
(4)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.
(5)Filed as an exhibit to the Company's Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 22, 2017 and incorporated by reference herein.
(6)Filed as an exhibit to the Company's Registration Statement on Form F-4, Registration No. 333-223039 and incorporated by reference herein.
(7)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2017 and incorporated by reference herein.
F-












































































































































147


(8)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2018 and incorporated by reference herein.
(9)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2019 and incorporated by reference herein.
(10)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2020 and incorporated by reference herein.
(11)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2021 and incorporated by reference herein.
(12)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2022 and incorporated by reference herein.




SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
  EURONAV NV
 
 
 
  By:
/s/ Ludovic Saverys
 
Name:  Ludovic Saverys
Title:    Chief Financial Officer
Date: April 10, 2024
F-












































































































































148


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
  Page
   
F-2
F-4
F-5
F-7
F-8
F-9
F-11
F-12
F-1
EURONAV NV


Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors
Euronav NV
Antwerp, Belgium

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Euronav NV (the “Company”) as of December 31, 2023, the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and our report dated April 10, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of impairment indicators for vessels in the Tankers segment

As discussed in Note 1 and Note 8 to the consolidated financial statements, at each reporting date, the Company evaluates the carrying value of vessels for impairment at the level of the cash generating unit (CGU), by identifying events or changes in circumstances that indicate the carrying value of these CGUs may not be recoverable. The Company did not identify impairment indicators for its CGUs included in the Tankers segment as of December 31, 2023.

We identified the assessment of the potential impairment indicators over the carrying value of vessels included in the Tankers segment as a critical audit matter. As discussed in Note 2 to the consolidated financial statements, the net carrying value of vessels in the Tankers segment (vessels, assets under construction and right-of-use assets) amounts to $1,573.5 million representing 46% of the Company’s total assets. The Company's evaluation of the existence of impairment indicators considers both internal and external data, such as vessel and crude oil supply and demand trends, and changes in the extent and manner in which vessels are expected to be used.
F-2
EURONAV NV


The assessment of these potential indicators on each CGU requires a high degree of auditor judgment. This is due to the existence of unobservable information and the unpredictability of global macroeconomic and geopolitical conditions affecting freight rates over the CGU’s useful life. The following are the primary procedures we performed to address this critical audit matter:

•We evaluated the design and tested the operating effectiveness of the internal control related to the assessment of the existence of internal and external impairment indicators; and
•We evaluated the information and assumptions used by the Company in its assessment of the existence of impairment indicators by comparing information such as vessel and crude oil supply and demand trends, and changes in the extent and manner in which vessels are expected to be used, to historical information, external third-party information such as brokers’ valuation reports and other industry data as well as to internal data.

Emphasis of matter - Significant related party transaction with shareholders

As discussed in Notes 3, 8 and 17 to the consolidated financial statements, an agreement was reached between the shareholders CMB NV ("CMB") and Frontline plc/Famatown Finance Ltd ("Frontline") on a transaction involving multiple interdependent agreements. Part of the agreement is the sale of 24 VLCC tankers from the Euronav fleet for a total of $2.35 billion. A total of eleven VLCC tankers have been delivered before December 31, 2023, resulting in a realized gain of $323.3 million. Thirteen VLCC tankers, that were part of the fleet sale to Frontline, have been accounted for as an asset held for sale for a total carrying value of $862.6 million. Resulting from this transaction, the remaining Euronav fleet has been
refinanced in a Global Refinancing of $1,290.0 million. Our opinion is not modified with respect to this matter.


/s/ BDO Bedrijfsrevisoren BV
We have served as the Company's auditor since 2023.
Zaventem, Belgium
April 10, 2024


















F-3
EURONAV NV


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Supervisory Board Euronav NV:


Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Euronav NV and subsidiaries (the Company) as of December 31, 2022, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Herwig Florent Henri Carmans
Bedrijfsrevisor/Réviseur d’Entreprises

KPMG Bedrijfsrevisoren BV / KPMG Réviseurs d’Entreprises SRL
We served as the Company’s auditor from 2004 to 2023.

Zaventem, Belgium
April 12, 2023










F-4
Table of Contents
Consolidated Statement of Financial Position
(in thousands of USD)
  December 31, 2023 December 31, 2022
ASSETS
Non-current assets
Vessels (Note 8) 1,629,570  3,057,933 
Assets under construction (Note 8) 106,513  228,429 
Right-of-use assets (Note 8) 32,936  21,493 
Other tangible assets (Note 8) 644  762 
Intangible assets (Note 9) 14,194  15,746 
Receivables (Note 11) 2,888  34,825 
Investments in equity accounted investees (Note 26) 518  1,423 
Deferred tax assets (Note 10) 280  1,403 
Total non-current assets 1,787,543  3,362,014 
Current assets    
Bunker inventory (Note 12) 22,511  41,643 
Trade and other receivables  (Note 13) 307,111  366,789 
Current tax assets 869  239 
Cash and cash equivalents (Note 14) 429,370  179,929 
759,861  588,600 
Non-current assets held for sale (Note 3)
 871,876  18,459 
Total current assets 1,631,737  607,059 
TOTAL ASSETS 3,419,280  3,969,073 
EQUITY and LIABILITIES
Equity
Share capital (Note 15) 239,148  239,148 
Share premium (Note 15) 1,466,529  1,678,336 
Translation reserve 235  (24)
Hedging reserve (Note 15) 1,140  33,053 
Treasury shares (Note 15) (157,595) (163,024)
Retained earnings 807,916  385,976 
Equity attributable to owners of the Company 2,357,373  2,173,465 
Non-current liabilities    
Bank loans (Note 17) 362,235  1,264,243 
Other notes (Note 17) 198,219  197,556 
Other borrowings (Note 17) 71,248  71,011 
Lease liabilities (Note 17) 3,363  5,824 
Other payables (Note 19) 146  404 
Employee benefits (Note 18) 1,669  1,635 
Provisions (Note 22) 274  597 
Total non-current liabilities 637,154  1,541,270 
Current liabilities    
Trade and other payables (Note 19) 124,013  90,469 
Current tax liabilities 4,768  5,927 
Bank loans (Note 17) 166,124  68,941 
Other notes (Note 17) 3,733  — 
Other borrowings (Note 17) 92,298  65,851 
F-5
Table of Contents
Consolidated Statement of Financial Position
(in thousands of USD)
Lease liabilities (Note 17) 33,493  22,855 
Provisions (Note 22) 324  295 
Total current liabilities 424,753  254,338 
TOTAL EQUITY and LIABILITIES 3,419,280  3,969,073 
The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.
F-6
Table of Contents
Consolidated Statement of Profit or Loss
(in thousands of USD except per share amounts)
2023 2022 2021
Jan. 1 - Dec 31, 2023 Jan. 1 - Dec 31, 2022 Jan. 1 - Dec 31, 2021
Shipping income
Revenue (Note 4) 1,235,127  854,669  419,770 
Gains on disposal of vessels/other tangible assets (Note 8) 372,444  96,160  15,068 
Other operating income (Note 4) 23,316  15,141  10,255 
Total shipping income 1,630,887  965,970  445,093 
Operating expenses      
Voyage expenses and commissions (Note 5) (142,090) (175,187) (118,808)
Vessel operating expenses (Note 5) (231,033) (216,094) (220,706)
Charter hire expenses (Note 5) (4,500) (5,769) (9,750)
Loss on disposal of vessels/other tangible assets (Note 8) —  (347) — 
Depreciation tangible assets (Note 8) (219,428) (221,576) (344,904)
Depreciation intangible assets (Note 9) (1,612) (1,021) (90)
General and administrative expenses (Note 5) (62,532) (51,702) (32,408)
Total operating expenses (661,195) (671,696) (726,666)
RESULT FROM OPERATING ACTIVITIES 969,692  294,274  (281,573)
Finance income (Note 6) 67,168  27,140  14,934 
Finance expenses (Note 6) (171,897) (133,009) (95,541)
Net finance expenses (104,729) (105,869) (80,607)
Share of profit (loss) of equity accounted investees (net of income tax) (Note 26) (927) 17,650  22,976 
PROFIT (LOSS) BEFORE INCOME TAX 864,036  206,055  (339,204)
Income tax benefit (expense) (Note 7) (6,009) (2,804) 427 
PROFIT (LOSS) FOR THE PERIOD 858,027  203,251  (338,777)
Attributable to:      
Owners of the company 858,027  203,251  (338,777)
Basic earnings per share (Note 16) 4.25  1.01  (1.68)
Diluted earnings per share (Note 16) 4.25  1.01  (1.68)
Weighted average number of shares (basic) (Note 16) 201,901,743  201,747,963  201,677,981 
Weighted average number of shares (diluted) (Note 16) 201,901,743  201,994,217  201,773,240 

The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.
F-7
Table of Contents
Consolidated Statement of Comprehensive Income
(in thousands of USD)

2023 2022 2021
Jan. 1 - Dec 31, 2023 Jan. 1 - Dec 31, 2022 Jan. 1 - Dec 31, 2021
Profit/(loss) for the period 858,027  203,251  (338,777)
Other comprehensive income (expense), net of tax      
Items that will never be reclassified to profit or loss:      
Remeasurements of the defined benefit liability (asset) (Note 18) (116) 942  1,453 
Items that are or may be reclassified to profit or loss:      
Foreign currency translation differences (Note 6) 259  (477) (482)
Cash flow hedges - effective portion of changes in fair value (Note 15) (6,164) 30,657  9,852 
Cash flow hedges - recycling into P&L (Note 15)
 (25,749) —  — 
Equity-accounted investees - share of other comprehensive income (Note 26) —  159  951 
Other comprehensive income (expense), net of tax (31,770) 31,281  11,774 
Total comprehensive income (expense) for the period 826,257  234,532  (327,003)
Attributable to:      
Owners of the company 826,257  234,532  (327,003)
The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.

F-8
Table of Contents
Consolidated Statement of Changes in Equity
(in thousands of USD)

Share capital Share premium Translation reserve Hedging reserve Treasury shares Retained earnings Total equity
Balance at January 1, 2021 239,148  1,702,549  935  (7,456) (164,104) 540,714  2,311,786 
Profit (loss) for the period —  —  —  —  —  (338,777) (338,777)
Total other comprehensive income / (expense) —  —  (482) 9,852  —  2,404  11,774 
Total comprehensive income / (expense) —  —  (482) 9,852  —  (336,373) (327,003)
Transactions with owners of the company
              
Dividends to equity holders
 —  —  —  —  —  (24,201) (24,201)
Total transactions with owners
 —  —  —  —  —  (24,201) (24,201)
Balance at December 31, 2021 239,148  1,702,549  453  2,396  (164,104) 180,140  1,960,582 
Balance at January 1, 2022 239,148  1,702,549  453  2,396  (164,104) 180,140  1,960,582 
Profit (loss) for the period —  —  —  —  —  203,251  203,251 
Total other comprehensive income / (expense) —  —  (477) 30,657  —  1,101  31,281 
Total comprehensive income / (expense) —  —  (477) 30,657  —  204,352  234,532 
Transactions with owners of the company
              
Dividends to equity holders (Note 15) —  (24,213) —  —  —  —  (24,213)
Treasury shares delivered in respect of share-based payment plans
 —  —  —  —  1,080  —  1,080 
Equity-settled share-based payment
 —  —  —  —  —  1,484  1,484 
Total transactions with owners
 —  (24,213) —  —  1,080  1,484  (21,649)
Balance at December 31, 2022 239,148  1,678,336  (24) 33,053  (163,024) 385,976  2,173,465 










F-9
                                    

                
Consolidated Statement of Changes in Equity (Continued)
(in thousands of USD)
Share capital Share premium Translation reserve Hedging reserve Treasury shares Retained earnings Total equity
Balance at January 1, 2023 239,148  1,678,336  (24) 33,053  (163,024) 385,976  2,173,465 
Profit (loss) for the period —  —  —  —  —  858,027  858,027 
Total other comprehensive income / (expense)
 —  —  259  (31,913) —  (116) (31,770)
Total comprehensive income / (expense)
 —  —  259  (31,913) —  857,911  826,257 
Transactions with owners of the company
Dividends to equity holders (Note 15) —  (211,807) —  —  —  (434,487) (646,294)
Treasury shares delivered in respect of share-based payment plans (Note 15) —  —  —  —  5,429  —  5,429 
Equity-settled share-based payment (Note 24) —  —  —  —  —  (1,484) (1,484)
Total transactions with owners
 —  (211,807) —  —  5,429  (435,971) (642,349)
Balance at December 31, 2023 239,148  1,466,529  235  1,140  (157,595) 807,916  2,357,373 

The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.

F-10
Table of Contents
Consolidated Statement of Cash Flows
(in thousands of USD)
2023 2022 2021
Jan. 1 - Dec 31, 2023 Jan. 1 - Dec 31, 2022 Jan. 1 - Dec 31, 2021
Cash flows from operating activities      
Profit (loss) for the period 858,027  203,251  (338,777)
Adjustments for: (40,034) 217,545  386,903 
Depreciation of tangible assets (Note 8) 219,428  221,576  344,904 
Depreciation of intangible assets 1,612  1,021  90 
Provisions (295) (262) (227)
Income tax (benefits)/expenses (Note 7) 6,009  2,804  (427)
Share of profit of equity-accounted investees, net of tax (Note 26) 927  (17,650) (22,976)
Net finance expenses (Note 6) 104,729  105,869  80,607 
(Gain)/loss on disposal of assets (Note 8) (372,444) (95,813) (15,068)
Changes in working capital requirements 105,881  (82,727) (20,504)
Change in cash guarantees (Note 11) 12,234  570  8 
Change in inventory (Note 12) 19,132  27,391  6,745 
Change in receivables from contracts with customers (Note 13) 43,036  (105,538) (25,485)
Change in accrued income (Note 13) (2,286) (2,941) (331)
Change in deferred charges and fulfillment costs (Note 13) 2,096  1,263  (1,285)
Change in other receivables (Note 11 and 13) 1,163  (4,600) 4,070 
Change in trade payables (Note 19) 17,336  (1,316) (1,215)
Change in accrued payroll (Note 19) 603  (39) (3,689)
Change in accrued expenses (Note 19) 8,686  (2,808) 2,698 
Change in deferred income (Note 19) (187) 9,998  (5,594)
Change in other payables (Note 19) 263  (2,113) 2,953 
Change in provisions for employee benefits (Note 18) 3,805  (2,594) 621 
Income taxes paid during the period (6,675) 2,761  12 
Interest paid (Note 6-20) (130,375) (99,744) (60,999)
Interest received (Note 6-13) 50,556  11,446  3,425 
Dividends received from equity-accounted investees (Note 26) —  3,021  4,635 
Net cash from (used in) operating activities 837,380  255,553  (25,305)
Acquisition of vessels (Note 8) (337,195) (523,494) (413,062)
Proceeds from the sale of vessels (Note 8) 1,206,636  356,730  55,844 
Acquisition of other tangible assets and prepayments (Note 8) (1,407) (164) (142)
Acquisition of intangible assets (Note 9) (60) (16,582) (115)
Loans from (to) related parties (Note 26) —  32,844  2,242 
Repayment of loans from related parties —  (10,215) — 
Lease payments received from finance leases 1,706  2,036  1,987 
Net cash from (used in) investing activities 869,680  (158,845) (353,246)
(Purchase of) Proceeds from sale of treasury shares (Note 15) —  1,080  — 
Proceeds from new borrowings (Note 17) 2,694,127  1,270,295  1,509,580 
Repayment of borrowings (Note 17) (2,933,724) (976,670) (726,032)
Repayment of commercial paper (Note 17) (458,272) (279,314) (303,426)
(Repayment of) Proceeds from sale and leaseback (Note 17) (96,006) (22,667) (22,667)
Repayment of lease liabilities (Note 17) (21,942) (25,527) (54,928)
Transaction costs related to issue of loans and borrowings (Note 17) (14,530) (5,871) (4,422)
Dividends paid (Note 15) (630,540) (24,221) (24,212)
Net cash from (used in) financing activities (1,460,887) (62,895) 373,893 
Net increase (decrease) in cash and cash equivalents 246,173  33,813  (4,658)
Net cash and cash equivalents at the beginning of the period (Note 14) 179,929  152,528  161,478 
Effect of changes in exchange rates 3,268  (6,412) (4,292)
Net cash and cash equivalents at the end of the period (Note 14) 429,370  179,929  152,528 
The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.
F-11


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023



Notes to the consolidated financial statements for the year ended December 31, 2023
F-12
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 1 - Material accounting policies
1.    Reporting Entity
Euronav NV (the "Company") is a company domiciled in Belgium. The address of the Company's registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and joint ventures.

Euronav NV is a fully-integrated provider of international maritime shipping and offshore services engaged in the transportation and storage of crude oil. The Company was incorporated under the laws of Belgium on June 26, 2003, and grew out of three companies that had a strong presence in the shipping industry; Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic formed in 1950. The Company started doing business under the name "Euronav" in 1989 when it was initially formed as the international tanker subsidiary of CNN. Euronav NV merged in 2018 with Gener8 Maritime, Inc, which became a wholly-owned subsidiary of Euronav NV. On October 9, 2023, the Company announced that its two reference shareholders CMB NV and Frontline plc/Famatown Finance Ltd. reached an agreement. The agreement comprised that CMB acquired Frontline's 26.12% stake in the Company, Frontline acquired 24 VLCC tankers from the Euronav fleet and the Company's pending arbitration action against Frontline and affiliates was settled. At the end of 2023, Euronav NV and CMB NV entered into a share purchase agreement for the acquisition of 100% shares in CMB.TECH NV. CMB.TECH is a diversified cleantech maritime group. CMB.TECH builds, owns, operates and designs large marine and industrial applications that run on dual-fuel diesel-hydrogen and diesel-ammonia engines and monofuel hydrogen engines.
    
Euronav NV charters its vessels to leading international energy companies. The Company pursues a chartering strategy of primarily employing its vessels on the spot market, including through the Tankers International (TI) Pool and also under fixed-rate contracts and long-term time charters, which typically include a profit sharing component.

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, the Company pays voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenues generated by the Company in the spot market are less predictable, the Company believes their exposure to this market provides them with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. The Company principally employs and commercially manages their VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other third-party shipowners with vessels of similar size and quality participate along with the Company. The Company participated in the formation of the TI Pool in 2000 to allow themselves and other TI Pool participants to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization.
    
Time charters provide the Group with a fixed and stable cash flow for a known period of time. Time charters may help the Group mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. The Group may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. The Group may also enter into time charter contracts with profit sharing arrangements, which the Group believes will enable it to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract.

The Group currently deploys its two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector.
2.    Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and as adopted by the European Union as of December 31, 2023.
Changes in accounting policies are described in policy 6. All accounting policies have been consistently applied for all periods presented in the consolidated financial statements unless disclosed otherwise.

The consolidated financial statements were authorized for issue by the Supervisory Board on April 10, 2024.
F-13
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

3.    Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
•Derivative financial instruments are measured at fair value
•Non-current assets held for sale are recognized at fair value less cost of disposal if it is lower than their carrying amount
4.    Functional and presentation currency
The consolidated financial statements are presented in USD, which is the Company's functional and presentation currency. All financial information presented in USD has been rounded to the nearest thousand except when otherwise indicated.
5.    Use of estimates and judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
A.    Judgments
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statement is included in the following notes:
•Note 8 - Impairment;
•Note 17 - Sale and leaseback: accounted for as a sale or a financing transaction
•Note 21 - Lease term: whether the Group is reasonably certain to exercise renewal, termination, purchase options.
B.    Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts in the next financial years is included in the following notes:
•Accounting policy 11.5 - Depreciation policy: The Group reviewed the residual value of its vessels, an accounting estimate, in accordance with its accounting policy. The Group considered its continued focus on sustainability, recent trends of the steel industry and the direction of the industry moving forward. Specifically, Euronav considered the steel industry's commitment to be carbon neutral in 2050 and the impact of this on scrap steel.

Scrap steel is easily recoverable and infinitely recyclable and all scenarios leading to carbon neutrality in 2050 are likely to lead to an increased consumption of scrap steel. Further, the use of scrap steel to produce finished products instead of metal ore results in reduced greenhouse gas emissions.

The recycling of steel scrap obtained from end-of-life vessels also helps reduce air and water pollution.

Steel scrap from end-of-life products can be recycled back into new steel products with potentially a very low CO2 footprint. This indicates that there will likely be a continuous need for scrap steel and, given the limited availability of scrap steel, this in turn should have a positive impact on the price of steel.

F-14
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

The costs of recycling a vessel with due respect for the environment and the safety of the workers in specialized yards is challenging to forecast as regulations and good industry practice leading to self-regulation can dramatically change over time. As a result, the Group has applied a residual value estimate for its vessels equal to the lightweight tonnage of each vessel multiplied by a forecast scrap value per ton less supplemental costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments. The scrap value per ton is estimated by taking into consideration the historical four-year scrap market rate average, taking into account any significant impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments, which is updated annually. Management judgement also took into consideration the long term perspective for the sector, including peak oil and oil demand in the energy mix for the next 20 years using the IEA reports and forecasts.

Based on the annual re-assessment of the residual value, there is no change in residual value as of December 31, 2023.

•Note 8 - Impairment test: key assumptions underlying the recoverable amount and in particular forecasted TCE, discount rates and residual value;
•Note 10 - Measurement of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized.
•Note 21 - Leases: key assumptions underlying the lease liability and right-of-use asset, e.g. lease term, lease payments and estimate on residual value guarantee.
The significant assumptions and accounting estimates used to support the reported amounts of assets and liabilities, income and expenses were regularly reviewed, and if needed updated, during 2023. The main judgements, estimates and assumptions are:
•Note 8 – Impairment test: the carrying amount of the vessels is reviewed to determine whether an indication of impairment exists. The review of the indicators did not trigger the requirement to perform a more in-depth impairment analysis at December 31, 2023.

•Bunkers on the vessels are valued at lower of cost or net realizable value. Positive results were realized in 2023 and the Group expects for 2024 the same based on the forecasted TCE rates.

•Allowance for expected credit losses: in accordance with IFRS 9, the group recognizes expected credit losses on trade receivables following the simplified approach. Lifetime expected losses are recognized for the trade receivables, excluding recoverable VAT amounts. Based on customer's payment behavior, no significant additional allowances for expected credit losses were to be recognized as per December 31, 2023.

Measurement of fair values
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
•Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.as prices) or indirectly (i.e. derived from prices).
•Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
F-15
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Further information about the assumptions made in measuring fair values is included in the following notes:
•Note 3 - Assets and liabilities held for sale and discontinued operations;
•Note 20 - Financial instruments and
•Note 24 - Share-based payment arrangements
6.    Changes in material accounting policies
The accounting policies adopted in the preparation of the consolidated financial statements for the year ended December 31, 2023 are consistent with those applied in the preparation of the consolidated financial statements for the year ended December 31, 2022.
During the current financial period, the Group has adopted all the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB as adopted by the European Union and effective for the accounting year starting on January 1, 2023. The Group has not applied any new IFRS requirements that are not yet effective as per December 31, 2023.

The following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC as adopted by the European Union are effective for the financial period:

IAS 8 Accounting policies, Changes in Accounting Estimates and Errors - Amendments regarding the definition of accounting estimates (February 2021). The adoption of this amendment has not led to major changes in the Group's accounting policies.

IAS 12 Income Taxes - Amendments regarding deferred tax related to assets and liabilities arising from a single transaction (May 2021). The adoption of this amendment has not led to major changes in the Group's accounting policies.

Global minimum top-up tax
The Group has adopted International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) upon their release on May 23, 2023. The amendments provide a temporary mandatory exception from deferred tax accounting for the top-up tax, which is effective immediately, and require new disclosures about the Pillar Two exposure (see Note 7).

The mandatory exception applies retrospectively. However, because no new legislation to implement the top-up tax was enacted or substantively enacted at December 31, 2022 in any jurisdiction in which the Group operates and no related deferred tax was recognised at that date, the retrospective application has no impact on the Group's consolidated financial statements.

Material accounting policy information
The Group also adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from January 1, 2023. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in the financial statements.

The amendments require the disclosure of 'material', rather than 'significant', accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the financial statements.

Management reviewed the accounting policies and made updates to the information disclosed below in certain instances in line with the amendments.

7.    Basis of Consolidation
7.1.    Business Combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
F-16
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

The Group has an option to apply a ‘concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
7.2.    Interests in equity-accounted investees
Interests in joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases.

Interests in joint ventures include any long-term interests that, in substance, form part of the Group's investment in those joint ventures and include unsecured shareholder loans for which settlement is neither planned nor likely to occur in the foreseeable future, which, therefore, are an extension of the Group's investment in those joint ventures. The Group's share of losses that exceeds its investment is applied to the carrying amount of those loans. After the Group's interest is reduced to zero, a liability is recognized to the extent that the Group has a legal or constructive obligation to fund the joint ventures' operations or has made payments on their behalf.

8.    Foreign currency

8.1.    Foreign currency transactions

Transactions in foreign currencies are translated to USD at the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to USD at the foreign exchange rate applicable at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are generally recognized in profit or loss. However, foreign currency differences arising from the translation of the following items are recognized in OCI:
•a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and
•qualifying cash flow hedges to the extent that the hedges are effective.

8.2.    Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at rates approximating the exchange rates at the dates of the transactions.

Foreign currency differences are recognized directly in equity (Translation reserve). When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.
9.    Financial Instruments
9.1.    Non-derivative financial assets

Classification and subsequent measurement

On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI - debt investment; FVOCI - equity instrument; or FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.



F-17
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

•it is held within a business model whose objectives is to hold assets to collect contractual cash flows; and
•its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

9.2.    Non-derivative financial liabilities

Classification and subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL.

A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gains or loss on derecognition is also recognized
in profit or loss.

The financial liability related to the three VLCCs under the sale and leaseback agreement entered into on December 30, 2019 and to the Suezmax under the sale and leaseback agreement entered into on December 4, 2023 (see Note 17) is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the fair value of the assets transferred at the end of the lease term or if the Group changes its assessment of whether it will exercise the purchase option.

Any changes in the financial liabilities from remeasurement are recognized through profit or loss.

Derecognition

The Group derecognizes a financial liability when its contractual obligations are discharged, canceled, or expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Related to the share sale and the fleet sale which was approved on a Special General Meeting, the remaining Euronav fleet was refinanced in a Global Refinancing $1,290 million facility on November 7, 2023. The Company has fully repaid the outstanding liabilities for some loans in the fourth quarter of 2023 (see Note 17).

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

9.3.    Derivative financial instruments

Derivative financial instruments and hedge accounting

The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities.

Derivatives are initially measured at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, derivatives are remeasured at fair value, and changes therein are generally recognized in profit or loss.

The group designated certain derivatives as hedging instruments to hedge the variability in cash flows. The Group entered into interest rate swaps and forward exchange contracts to hedge this risk (see Note 15).

F-18
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

The Group ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and apply a more qualitative and forward looking approach in assessing hedge effectiveness. On initial designation of the derivative as hedging instrument, the Group formally documents the economic relationship between the hedging instrument(s) and hedged item(s), including the risk management objective(s) and strategy for undertaking the hedge. The Group also documents the methods that will be used to assess the effectiveness of the hedging relationship and makes an assessment whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the cash flows of the respective hedged items during the period for which the hedge is designated.

On an ongoing basis, the Group assesses whether the hedge relationship continues and is expected to continue to remain highly effective using retrospective and prospective quantitative and qualitative analysis.

The Group entered into several commodity swaps and futures in connection with its low sulfur fuel oil project. These instruments qualified as hedging instruments. These instruments were measured at their fair value; effective changes in fair value were recognized in OCI and the ineffective portion was recognized in profit or loss during 2020. As from 2021, all changes were recognized in profit or loss. As of the fourth quarter of 2023, the Group did no longer enter into commodity swaps due to the sale of the ULCC Oceania (see Note 15).

Hedges directly affected by the interest rate benchmark reform
The Group has adopted the Phase 2 amendments and retrospectively applied them from January 1, 2021.

When the basis for determining the contractual cash flows of the hedged item or hedging instrument changes as a result of the IBOR reform and therefore there is no longer uncertainty arising about the cash flows of the hedged item or the hedging instrument, the Group amends the hedge documentation of that hedging relationships to reflect the change(s) required by the IBOR reform. For this purpose, the hedge designation is amended only to make one or more of the following changes:

•designating an alternative benchmark rate as the hedged risk;
•updating the description of the hedged item, including the description of the designated portion of the cash flows or fair value being hedged; or
•updating the description of the hedging instrument.

The Group amends the description of the hedging instrument only if the following conditions are met:

•it makes a change required by the IBOR reform by using an approach other than changing the basis for determining the contractual cash flows of the hedging instrument or using another approach that is economically equivalent to changing the basis for determining the contractual cash flows of the original hedging instrument; and
•the original hedging instrument is not derecognized.

The Group amends the formal hedge documentation by the end of the reporting period during which a change required by the IBOR reform is made to the hedged risk, hedged item or hedging instrument. These amendments in the formal hedge documentation do not constitute the discontinuation of the hedging relationship or the designation of a new hedging relationship.

If changes are made in addition to these changes required by the IBOR reform described above, then the Group first considers whether those additional changes result in the discontinuation of the hedge accounting relationship. If the additional changes do not result in the discontinuation of the hedge accounting relationship, then the Group amends the formal hedge documentation as mentioned above. In connection to the $150.0 million facility (see Note 15), the Company has decided to consolidate 12 Interest Rate Swaps (IRSs) into 4 IRSs with effect as from December 29, 2023. The consolidated IRSs will have the average fixed rates of the former IRSs and the consolidated amounts are in line with the sum of the former IRSs. Because there is no change in the future cash flows, the consolidation is not treated as a modification because it does not change the economic relationship between the hedged item (the $150.0 million facility) and the hedging instrument (the IRSs).

When the interest rate benchmark on which the hedged future cash flows had been used is changed as required by the IBOR reform, for the purpose of determining whether the hedged future cash flows are expected to occur, the Group deems that the hedging reserve recognized in OCI for that hedging relationship is based on the alternative benchmark rate on which the hedged future cash flows will be based.

See Note 20 for related disclosures.


F-19
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Cash flow hedges
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in OCI and presented in the hedging reserve in equity. The amount recognized in OCI is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of profit or loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange contracts (forward points) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve within equity.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item's cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss. In relation to the refinancing and the repayment of the existing loan facilities in the fourth quarter of 2023, the IRSs have been unwound and have been recognized in the profit or loss (see Note 6 and 15).

If the hedged future cash flows are no longer expected to occur, then the balance in equity is reclassified to profit or loss.

9.4.    Share capital
Ordinary share capital
Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.
Repurchase of share capital
When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in retained earnings.

10.    Goodwill and intangible assets
10.1.    Goodwill
Goodwill that arises on the acquisition of subsidiaries is presented as an intangible asset. For the measurement of goodwill at initial recognition, refer to accounting policy 7.1.
After initial recognition goodwill is measured at cost less accumulated impairment losses, refer to accounting policy 12.
10.2.    Intangible assets 
Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and impairment losses, refer to accounting policy 11.
The cost of an intangible asset acquired in a separate acquisition is the cash paid or the fair value of any other consideration given. The cost of an internally generated intangible asset includes the directly attributable expenditure of preparing the asset for its intended use.
10.3.    Subsequent expenditure 
Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates and its cost can be measured reliably. All other expenditure is expensed as incurred.
F-20
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

10.4.    Amortization 
Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. The estimated useful lives are as follows:
•Software:          3 - 5 years
•Customer contracts (service component of the NOC contract):    ten years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
11.    Vessels, property, plant and equipment
11.1.    Owned assets
Vessels and items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses, refer to accounting policy 12. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of assets includes the following:
•The cost of materials and direct labor;
•Any other costs directly attributable to bringing the assets to a working condition for their intended use;
•When the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and
•Capitalized borrowing costs.
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment, refer to accounting policy 11.6.
Gains and losses on disposal of a vessel or of another item of property, plant and equipment are determined by comparing the net proceeds from disposal with the carrying amount of the vessel or the item of property, plant and equipment and are recognized in profit or loss.
For the sale of vessels, transfer of control usually occurs upon delivery of the vessel to the new owner.
11.2.    Assets under construction
Assets under construction, especially newbuilding vessels, are accounted for in accordance with the stage of completion of the newbuilding contract. Typical stages of completion are the milestones that are usually part of a newbuilding contract: signing or receipt of refund guarantee, steel cutting, keel laying, launching and delivery. All stages of completion are guaranteed by a refund guarantee provided by the shipyard.
11.3.    Subsequent expenditure 
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other expenditure is recognized in the consolidated statement of profit or loss as an expense as incurred.
11.4.    Borrowing costs 
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.
11.5.    Depreciation 
Depreciation is charged to the consolidated statement of profit or loss on a straight-line basis over the estimated useful lives of vessels and items of property, plant and equipment. The right-of-use asset is depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the basis of those of property and equipment (refer to accounting policy 19).

Vessels and items of property, plant and equipment are depreciated from the date that they are available for use. Internally constructed assets are depreciated from the date that the assets are completed and ready for use.

The estimated useful lives of significant items of property, plant and equipment are as follows:
- tankers 20 years
-
FSO/FPSO
 30 years
- plant and equipment
5 - 20 years
- fixtures and fittings
5 - 10 years
- other tangible assets
3 - 20 years
- dry-docking
2.5 - 5 years

The useful life of the FSOs have been assessed as 30 years due to the extension for ten years of the timecharter contract in direct continuation of their current contractual service, or until July 21, 2032 and September 21, 2032 respectively. The end of the useful economic life of the FSO vessels was set equal to the contract end date or approximately 30 years since build date.
As explained in policy 5.B., management re-assesses on a yearly basis the residual value of its fleet. During 2023, each vessel's residual value is equal to the product of its lightweight tonnage and an estimated net scrap rate of $390/LDT. This rate was also applied during 2023 for the Suezmax under the sale and leaseback agreement entered into on December 4, 2023 (see Note 17). In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets. The Company has a purchase obligation at the end of the contract. The vessel will be depreciated to the end of its useful life using the same residual value as other vessels in the fleet (i.e. $390/LDT).

Depreciation methods, useful lives and residual values are reviewed at year-end and adjusted if appropriate.
11.6.    Dry-docking – component approach 
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in dry-dock. Components installed during dry-dock with a useful life of more than 1 year are depreciated over their estimated useful-life.

12.    Impairment
12.1.    Non-financial assets 
The carrying amounts of the Group's non-financial assets, other than deferred tax assets (refer to accounting policy 21), inventory and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
Tankers

The Group analyzes the following internal and external indicators to assess whether tankers might be impaired:

•    the obsolescence or physical damage of an asset;
•    significant changes in the extent or manner in which vessels are (or are expected to be) used that have (or will have) an adverse effect on the entity;
•    plans to dispose of assets before the previously expected date of disposal;
•    indications that the performance of a CGU is, or will be, worse than expected;
•    significant increases in cash flows for acquiring, operating or maintaining vessels that are significantly higher than originally budgeted;
•    net cash flows or operating profits that are lower than originally budgeted;
•    net cash outflows or operating losses;
•    market capitalization significantly below net asset value for a prolonged period of time;
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

•    a significant and unexpected decline in market value of vessels;
•    significant adverse effects in the technological, market, economic, legal and regulatory environment, including but not limited to, vessel and crude oil supply and demand trends;
•    increases in market interest rates.

Euronav defines its CGU for tankers as a single vessel, unless such vessel is operated in a profit-sharing pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a CGU.

When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be recovered, the Group performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. For assessing value in use, assumptions are made regarding forecast charter rates, using the weighted average of past and ongoing shipping cycles including management judgment for the ongoing cycle and for the weighting factors applied, the weighted average cost of capital (WACC), the useful life of the vessels (20 years for tankers) and a residual value. After careful consideration of the trends in the shipping industry, management considers it is appropriate to use as a residual value of the vessels an amount equal to the lightweight tonnage of the vessel, multiplied by the market price of scrap per ton, less disposal costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments.

The market scrap value per ton is estimated by taking into consideration the historical four-year scrap market rate average, taking into account any significant impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments, which is updated annually at year-end.

Although management believes that its process to determine the assumptions used to evaluate the carrying amount of the assets, when required, are reasonable and appropriate, such assumptions are subject to judgment. Management is assessing continuously the resilience of its projections to the business cycles that can be observed in the tankers market, and concluded that a business cycle approach provides a better long-term view of the dynamics at play in the industry. By defining a shipping cycle from peak to peak over the last 20 years and including management's expectation of the completion of the current cycle, management is better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. The current cycle is forecasted based on management judgment, analyst reports and past experience. Long term charter rates are used in the calculation in case available.

Management judgement also took into consideration the long term perspective for the sector, including peak oil and oil demand in the energy mix for the next 20 years using the IEA reports and forecasts.

FSOs

In the context of the valuation of the Group's investments in the respective FSOs, the Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. When events and changes in circumstances indicate that the carrying amount of the assets might not be recovered, the Group performs an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd, based on a value in use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value in use, assumptions are made regarding forecast charter rates, weighted average cost of capital ('WACC'), the useful life of the FSOs (30 years) and a residual value. After careful consideration of the trends in the shipping industry, the Group elected to use as a residual value for its vessels an amount equal to the lightweight tonnage of the vessel, multiplied by the market price of scrap per ton, less disposal costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments.

The value in use calculation for FSOs, when required, is based on the remaining useful life of the vessels as of the reporting date, and forecast charter rates are determined using the fixed daily contract rates. The FSO Asia and the FSO Africa were on a five years timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited, until July 22, 2022 and September 22, 2022, respectively. In November 2020, the two joint ventures (TI Asia Ltd and TI Africa Ltd.) signed an extension for ten years in direct continuation of their current contractual service, or until July 21, 2032 and September 21, 2032 respectively. Following this extension of the contract with North Oil Company until 2032, the end of the useful economic life was set equal to the contract end date or approximately 30 years since build date.

13.    Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group's accounting policies.
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Thereafter generally the assets or disposal group are measured at the lower of their carrying amount and fair value less cost of disposal. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets or investment property, which continue to be measured in accordance with the Group's accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated,
and any equity-accounted investee is no longer equity accounted.

14.    Bunker inventory

The Group has been purchasing compliant bunker fuel to store on board of a Euronav vessel, the ULCC Oceania, for future use by its vessels. Bunkers are presented as inventory and are accounted for on a weighted average basis. The cost of inventories comprises of the purchase price, fuel inspection costs and transport and handling costs. The effective portion of the change in fair value of derivatives designated as cash flow hedges of the underlying price index between the date of purchase and the date of delivery is also recognized as an inventory cost. The ineffective portion of the change in fair value of these derivatives is recognized directly in profit or loss. In November 2023 the Company decided to discontinue the bunker storage and offloading program and sold the ULCC Oceania. The vessel has been fully offloaded.

The inventory on board of our vessels is accounted for on a first-in, first-out basis. No write down is needed as long as the freight market remains robust offsetting potential higher weighted average consumption costs of the bunker oil consumed from that inventory.

The remaining on board of lubricants are classified as deferred charges. As the monthly OPEX charged to the shipowner is recognized progressively as services are delivered and operational expenses incur, the deferred charges allow the matching of lubricant oil costs with the other operational expenses.

Bunker expenses and consumed lubricants are recognized in profit or loss upon consumption.

15.    Revenue
15.1.    Pool Revenues
Aggregated revenue recognized on a daily basis from vessels operating on voyage charters in the spot market and on contract of affreightment within the pool is converted into an aggregated net revenue amount by subtracting aggregated voyage expenses (such as fuel and port charges) from gross voyage revenue. These aggregated net revenues are combined with aggregated floating time charter revenues to determine aggregated pool Time Charter Equivalent revenue (TCE). Aggregated pool TCE revenue is then allocated to pool partners in accordance with the allocated pool points earned for each vessel that recognizes each vessel's earnings capacity based on its cargo, capacity, speed and fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pools is equal to the pool point rating of the vessels multiplied by time on hire, as reported by the pool manager.

TI administration fees are subtracted from the net pool revenues.

15.2.    Time - and bareboat charters

As a lessor, the Group leases out some of its vessels under time charters and bareboat charters, refer to accounting policy 17.2. Lessors shall classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise a lease is classified as an operating lease.

Revenues from time charters and bareboat charters are accounted for as operating leases and are recognized on a straight line basis over the periods of such charters, as service is performed (refer to accounting policy 17.2). IFRS 16 requires the Group to separate lease and non-lease components, with the lease component qualifying as operating lease under IFRS 16 and the service components accounted for under IFRS 15.

15.3.    Spot voyages

As from January 1, 2018, the Group applied IFRS 15. Voyage revenue is recognized over time for spot charters on a load-to-discharge basis. Progress is determined based on time elapsed. Voyage expenses are expensed as incurred unless they are incurred between the date on which the contract was concluded and the next load port.
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

They are then capitalized if they qualify as fulfillment costs and if they are expected to be recovered.

When our vessels cannot start or continue performing its obligation due to other factors such as port delays, a demurrage is paid. The applicable demurrage rate is stipulated in the contract. Demurrage which occurs at the discharge port is recognized as incurred. As demurrage is often a commercial discussion between Euronav and the charterer, the outcome and total compensation received for the delay is not always certain. As such, Euronav only recognizes the revenue which is highly probable to be received. No revenue is recognized if the collection of the consideration is not highly probable. The amount of revenue recognized is estimated based on historical data. The Group updates its estimate on an annual basis.

Payment is typically done at the end of the voyage. There is no specific financing component.

16.    Gain and losses on disposal of vessels
In view of their importance the Group reports capital gains and losses on the sale of vessels as a separate line item in the consolidated statement of profit or loss. For the sale of vessels, transfer of control usually occurs upon delivery of the vessel to the new owner.
17.    Leases
17.1.    As a lessee
After lease commencement, the Group measures the right-of-use asset using a cost model, namely at cost less accumulated depreciation and accumulated impairment. The right-of-use asset is subsequently depreciated using the straight-line method, refer to accounting policy 11.5. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The lessee's incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources (e.g. World office yield rate) and makes certain adjustments to reflect the terms of the lease and type of the asset leased or by calculating the weighted average of the cost of secured debt and unsecured debt.
The Group has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in the profit or loss if the carrying amount of the right-to-use asset has been reduced to zero.
Lease and non-lease components in the contracts are separated.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
17.2.    As a lessor
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

If the lease qualifies as an operating lease, e.g. time charter out, the leased asset remains on the balance sheet of the lessor and continues being depreciated. The adoption of IFRS 16 required the Group to separate the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-lease component accounted for under IFRS 15. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'revenue' (refer to accounting policy 16.2.). Payments related to service component made under operating leases are also recognized in the income statement over the term of the lease.
The Group sub-leases some of its properties. The sub-lease contracts are classified as finance leases under IFRS 16. For these sub-lease, the right-of-use asset related to the head lease was derecognized and a lease receivable, at an amount equal to the net investment, relating to the sublease is recognized. Subsequently the Group recognizes finance income over the lease term of a finance lease, based on a pattern reflecting a constant periodic rate of return on the net investment and if applicable impairment losses on lease receivable.
18.    Finance income and finance cost
Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable on funds invested, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in the consolidated statement of profit or loss (refer to accounting policy 8).
The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
•    the gross carrying amount of the financial asset; or
•    the amortized cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability.
Interest income is recognized in the consolidated statement of profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in the consolidated statement of profit or loss on the date that the dividend is declared. Interest income related to finance lease for the subleases is also recognized in the consolidated statement of profit or loss. as a finance income.
The interest expense component of lease liabilities is recognized in the consolidated statement of profit or loss using the effective interest rate method.
19.    Income tax
In application of an IFRIC agenda decision on IAS 12 Income taxes, tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the income statement but is shown as an administrative expense under the heading Other operating expenses. In accordance with IFRIC 23 the Group assesses whether there is any uncertainty over Income Tax Treatments.

The Group has determined that the global minimum top-up tax, which it is required to pay under Pillar Two legislation, is an income tax in the scope of IAS 12. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.

20.    Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. The Group distinguishes two segments: the operation of crude oil tankers in the international markets and the floating storage and offloading operations (FSO). The Group's internal organizational and management structure does not distinguish any geographical segments.




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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

21.    New standards and interpretations not yet adopted
The Group elected not to early adopt the following new Standards, Interpretations and Amendments, which have been issued by the IASB and the IFRIC but are not yet effective as per December 31, 2023 and/or not yet adopted by the European Union as per December 31, 2023 and for which the impact might be relevant:
•IAS 1 Presentation of Financial Statements –
◦Amendments regarding the classification of liabilities as current or non-current (January 2020)
◦Amendments regarding non-current liabilities with covenants (October 2022)
•IFRS 16 Leases - Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022)
•Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023)*
•Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023)*
* Not yet endorsed by the EU as of December 31, 2023

None of the other new standards, interpretations and amendments which have been issued by the IASB and the IFRIC but are not yet effective as per December 31, 2023 and/or not yet adopted by the European Union as per December 31, 2023, are expected to have a material effect on the Group's future financial statements.


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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 2 - Segment reporting
The Group distinguishes two operating segments: the operation of crude oil tankers on the international markets (Tankers) on the one hand and the floating production, storage and offloading operations (FSO/FPSO) on the other. These two divisions operate in completely different markets, where in the latter the assets are tailor-made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a large extent standardized.
The segment profit or loss figures and key assets as set out below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. The Chief Operating Decision Maker (CODM) also receives the information per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments combined on the one hand and with the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity-accounted investees.
The Group has one client in the Tankers segment that represented 6% (timecharter contract) of the Tankers segment total revenue in 2023 (2022: one client which represented 8% (timecharter contract), in 2021 two clients which represented 11% and 10% respectively (timecharter contract)). All the other clients represent less than 6% of total revenues of the Tankers segment. The Group has one client in the FSO segment.
The Group's internal organizational and management structure does not distinguish any geographical segments.
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Consolidated statement of financial position
(in thousands of USD) December 31, 2023 December 31, 2022
ASSETS Tankers FSO Less: Equity-accounted investees Total Tankers FSO Less: Equity-accounted investees Total
Vessels 1,434,095  195,475  —  1,629,570  2,846,780  211,153  —  3,057,933 
Assets under construction 106,513  —  —  106,513  228,429  —  —  228,429 
Right-of-use assets 32,936  —  —  32,936  21,493  —  —  21,493 
Other tangible assets 644  —  —  644  762  —  —  762 
Intangible assets 94  14,100  —  14,194  89  15,657  —  15,746 
Receivables 2,463  —  425  2,888  33,297  1,092  436  34,825 
Investments in equity accounted investees 1,366  —  (848) 518  2,249  —  (826) 1,423 
Deferred tax assets 280  —  —  280  1,403  —  —  1,403 
Total non-current assets 1,578,391  209,575  (423) 1,787,543  3,134,502  227,902  (390) 3,362,014 
Total current assets 1,617,572  15,528  (1,363) 1,631,737  591,130  16,311  (382) 607,059 
TOTAL ASSETS 3,195,963  225,103  (1,786) 3,419,280  3,725,632  244,213  (772) 3,969,073 
EQUITY and LIABILITIES
Total equity 2,261,064  96,309  —  2,357,373  2,076,976  96,489  —  2,173,465 
Bank and other loans 256,539  106,121  (425) 362,235  1,141,378  123,290  (425) 1,264,243 
Other notes 198,219  —  —  198,219  197,556  —  —  197,556 
Other borrowings 71,248  —  —  71,248  71,011  —  —  71,011 
Lease liabilities 3,363  —  —  3,363  5,824  —  —  5,824 
Other payables —  146  —  146  —  404  —  404 
Employee benefits 1,669  —  —  1,669  1,635  —  —  1,635 
Provisions 274  —  —  274  597  —  —  597 
Total non-current liabilities 531,312  106,267  (425) 637,154  1,418,001  123,694  (425) 1,541,270 
Total current liabilities 403,587  22,527  (1,361) 424,753  230,655  24,030  (347) 254,338 
TOTAL EQUITY and LIABILITIES 3,195,963  225,103  (1,786) 3,419,280  3,725,632  244,213  (772) 3,969,073 


Consolidated statement of profit or loss
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

(in thousands of USD) 2023 2022 2021
  Tankers FSO Less: Equity-accounted investees Total Tankers FSO Less: Equity-accounted investees Total Tankers FSO Less: Equity-accounted investees Total
Shipping income                        
Revenue 1,172,725  63,236  (834) 1,235,127  810,122  66,297  (21,750) 854,669  422,649  50,132  (53,011) 419,770 
Gains on disposal of vessels/other tangible assets 372,444  —  —  372,444  99,437  —  (3,277) 96,160  15,068  —  —  15,068 
Other operating income 17,447  5,879  (10) 23,316  12,208  3,752  (819) 15,141  10,111  2,356  (2,212) 10,255 
Total shipping income 1,562,616  69,115  (844) 1,630,887  921,767  70,049  (25,846) 965,970  447,828  52,488  (55,223) 445,093 
Operating expenses
Voyage expenses and commissions (142,090) —  —  (142,090) (176,146) —  959  (175,187) (122,374) —  3,566  (118,808)
Vessel operating expenses (205,013) (26,855) 835  (231,033) (202,765) (19,156) 5,827  (216,094) (222,087) (12,381) 13,762  (220,706)
Charter hire expenses (4,500) —  —  (4,500) (5,259) —  (510) (5,769) (6,775) —  (2,975) (9,750)
Losses on disposal of vessels/other tangible assets —  —  —  —  (347) —  —  (347) —  —  —  — 
Depreciation tangible assets (203,750) (15,678) —  (219,428) (212,624) (12,101) 3,149  (221,576) (347,338) (9,899) 12,333  (344,904)
Depreciation intangible assets (56) (1,556) —  (1,612) (108) (913) —  (1,021) (90) —  —  (90)
General and administrative expenses (61,934) (629) 31  (62,532) (51,323) (508) 129  (51,702) (32,441) (330) 363  (32,408)
Total operating expenses (617,343) (44,718) 866  (661,195) (648,572) (32,678) 9,554  (671,696) (731,105) (22,610) 27,049  (726,666)
RESULT FROM OPERATING ACTIVITIES 945,273  24,397  22  969,692  273,195  37,371  (16,292) 294,274  (283,277) 29,878  (28,174) (281,573)
Finance income 66,572  596  —  67,168  26,747  313  80  27,140  14,050  —  884  14,934 
Finance expenses (163,516) (8,381) —  (171,897) (128,695) (4,569) 255  (133,009) (95,626) (1,971) 2,056  (95,541)
Net finance expenses (96,944) (7,785) —  (104,729) (101,948) (4,256) 335  (105,869) (81,576) (1,971) 2,940  (80,607)
Share of profit (loss) of equity accounted investees (net of income tax) (905) —  (22) (927) 92  —  17,558  17,650  380  —  22,596  22,976 
Profit (loss) before income tax 847,424  16,612  —  864,036  171,339  33,115  1,601  206,055  (364,473) 27,907  (2,638) (339,204)
Income tax expense (2,826) (3,183) —  (6,009) (216) (987) (1,601) (2,804) 427  (2,638) 2,638  427 
Profit (loss) for the period 844,598  13,429  —  858,027  171,123  32,128  —  203,251  (364,046) 25,269  —  (338,777)
Attributable to:
Owners of the company 844,598  13,429  —  858,027  171,123  32,128  —  203,251  (364,046) 25,269  —  (338,777)
F-30
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Summarized consolidated statement of cash flows
(in thousands of USD) 2023 2022 2021
  Tankers FSO Less: Equity-accounted investees Total Tankers FSO Less: Equity-accounted investees Total Tankers FSO Less: Equity-accounted investees Total
Net cash from (used in) operating activities 807,865  29,507  8  837,380  230,207  33,474  (8,128) 255,553  (32,132) 35,532  (28,705) (25,305)
Net cash from (used in) investing activities 869,680  —  —  869,680  (132,942) (134,402) 108,499  (158,845) (351,767) —  (1,479) (353,246)
Net cash from (used in) financing activities (1,431,449) (29,438) —  (1,460,887) (65,916) 101,582  (98,561) (62,895) (378,528) (35,259) 787,680  373,893 
 
Capital expenditure (338,662) —  —  (338,662) (395,802) (144,438) —  (540,240) (413,319) —  —  (413,319)


On June 7, 2022, the Group announced that it has become the full owner of the FSO platform as previously held in its 50-50 joint venture with International Seaways, Inc. (“INSW”). The Group recognized the FSOs Asia and Africa fully due to the acquisition of the remaining 50% in TI Asia and TI Africa for an amount of $223.1 million. The price paid amounted to $129.9 million and was presented under 'Acquisitions of vessels' in the cash flow statement. The transaction was booked as an asset acquisition as the asset concentration test was met under IFRS 3, given that substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset (i.e. the FSO and related lease component in the customer contract). The intangible asset related to the service component in the customer contract (see Note 9) has been separately recorded on the balance sheet as this could not be included in the single identifiable asset related to the FSO. The intangible asset was valued at $16.6 million which did not alter the "substantially all" criterium.

F-31
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 3 - Assets and liabilities held for sale and discontinued operations
Assets held for sale
The assets held for sale can be detailed as follows:
(in thousands of USD) December 31, 2023 December 31, 2022 December 31, 2021
Vessels 870,844  18,459  — 
Of which in Tankers segment 870,844  18,459  — 
Of which in FSO segment —  —  — 
Corporate 1,032  —  — 
Total assets held for sale 871,876  18,459  — 

(in thousands of USD) (Estimated) Net sale price Book Value Asset Held For Sale Impairment Loss (Expected) Gain
At January 1, 2022 —  —  —  —  — 
Assets transferred to assets held for sale
Cap Charles 40,523  18,459  18,459  —  22,064 
At December 31, 2022 40,523  18,459  18,459  —  22,064 
At January 1, 2023 40,523  18,459  18,459  —  22,064 
Assets transferred to assets held for sale
Alice 86,153  61,626  61,626  —  24,528 
Anne 86,617  62,820  62,820  —  23,797 
Aquitaine 90,453  58,657  58,657  —  31,796 
Dominica 82,840  52,826  52,826  —  30,014 
Desirade 86,153  56,071  56,071  —  30,082 
Alboran 86,503  56,367  56,367  —  30,136 
Aral 86,797  56,445  56,445  —  30,352 
Andaman 87,130  56,636  56,636  —  30,494 
Hatteras 90,337  59,368  59,368  —  30,969 
Delos 113,020  83,611  83,611  —  29,409 
Doris 113,330  84,438  84,438  —  28,892 
Derius 104,670  81,458  81,458  —  23,212 
Camus 123,797  92,228  92,228  —  31,569 
Oceania 43,120  8,294  8,294  —  34,826 
Corporate 2,000  1,031  1,031  —  969
Assets sold from assets held for sale
Cap Charles (40,523) (18,459) (18,459) —  (22,064)
At December 31, 2023 1,282,920  871,876  871,876  —  411,044 
F-32
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On December 14, 2022, the Company sold the Suezmax Cap Charles (2006 - 158,881 dwt), for a net sale price of $40.5 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2022, and had a carrying value of $18.5 million as of that date. The vessel was delivered to its new owner on February 16, 2023. Taking into account the sales commission, the net gain on this vessel amounts to $22.1 million and was recorded in the consolidated statement of profit or loss in the first quarter of 2023.
On October 9, 2023, the Company announced the agreement of two reference shareholders CMB NV ("CMB") and Frontline plc/Famatown Finance Ltd ("Frontline") on a transaction involving multiple interdependent agreements. Part of the agreement included the sale of 24 VLCC tankers from the Euronav fleet for a total of $2.35 billion. A total of 11 VLCC tankers have been delivered before December 31, 2023 (see Note 8). 13 VLCC tankers, that were part of the fleet sale to Frontline, have been booked as an asset held for sale (Alice, Anne, Aquitaine, Dominica, Desirade, Alboran, Aral, Andaman, Hatteras, Delos, Doris, Derius and Camus) for a total carrying value of $862.6 million. The last vessel (Camus) has been delivered to her new owners on March 19, 2024. The net gain on this transaction amounts approximately $372.7 million and will be recorded in the first quarter of 2024.
On November 8, 2023, the Company sold the ULCC Oceania (2003 - 441,561 dwt), for $43.1 million. The vessel was accounted for as a non-current asset held for sale as at December 31, 2023, and had a carrying value of $8.3 million. The vessel was delivered to her new owner on January 15, 2024. Taking into account the sales commission, the net gain on this vessel amounts to $34.8 million and will be recorded in the consolidated statement of profit or loss in the first quarter of 2024.
Euronav announced a new chapter in the evolution of the FAST platform. In a strategic move to enhance capabilities and ensure continued growth, Euronav is transferring the FAST platform to ZeroNorth. The sale price (included in the segment "Corporate") amounts to $2.0 million. The net capital gain amounts to $1.0 million. Closing of the deal and official transfer date is on April 1, 2024.

Discontinued operations
As of December 31, 2023 and December 31, 2022, the Group had no operations that meet the criteria of a discontinued operation.

F-33
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 4 – Revenue and other operating income

(in thousands of USD) 2023 2022
Tankers FSO Less: Equity-accounted investees Total Tankers FSO Less: Equity-accounted investees Total
Pool Revenue 639,778  —  —  639,778  359,926  —  (6) 359,920 
Spot Voyages 434,436  —  —  434,436  377,900  —  (540) 377,360 
Revenue from contracts with customers 1,074,214  —  —  1,074,214  737,826  —  (546) 737,280 
Time Charters 98,511  63,236  (834) 160,913  72,296  66,297  (21,204) 117,389 
Lease income 98,511  63,236  (834) 160,913  72,296  66,297  (21,204) 117,389 
Total revenue 1,172,725  63,236  (834) 1,235,127  810,122  66,297  (21,750) 854,669 
Other operating income —  —  —  23,316  —  —  —  15,141 

(in thousands of USD) 2021
Tankers FSO Less: Equity-accounted investees Total
Pool Revenue 136,160  —  11  136,171 
Spot Voyages 215,158  —  (2,890) 212,268 
Revenue from contracts with customers 351,318  —  (2,879) 348,439 
Time Charters 71,331  50,132  (50,132) 71,331 
Lease income 71,331  50,132  (50,132) 71,331 
Total revenue 422,649  50,132  (53,011) 419,770 
Other operating income —  —  —  10,255 

For the accounting treatment of revenue, we refer to the accounting policies (see Note 1.15) - Revenue.

The increase in revenue is mainly a result of the significant growth in both pool and spot voyage revenue which is driven by improved freight rates in 2023 compared to 2022.

The increase in revenue from time charters is primarily a result of an increased number of vessels engaged in long-term time charters during 2023 compared to 2022.

Other operating income includes revenues related to the daily standard business operation of the fleet which are not directly attributable to an individual voyage.

In accordance with IFRS16 - Leases, Euronav is required to identify the lease and non-lease components of revenue and account for each component in accordance with the applicable accounting standard. In time charter-out revenue, it is determined that the lease component is the vessel and the non-lease component is the technical management services provided to operate the vessel. The following table summarizes the lease and non-lease components of the revenue from time charter-out during the years ended December 31, 2023, 2022 and 2021.

F-34


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023



(in thousands of USD) 2023 2022 2021
Lease component of revenue from time charter-out
 122,818  91,299  56,273 
Non-lease component of revenue from time charter-out
 38,095  26,090  15,058 
Total lease income
 160,913  117,389  71,331 



F-35
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 5 - Expenses for shipping activities and other expenses from operating activities
Voyage expenses and commissions
(in thousands of USD) 2023 2022 2021
Commissions paid (15,202) (14,778) (8,014)
Bunkers (101,795) (131,089) (84,614)
Other voyage related expenses (25,093) (29,320) (26,180)
Total voyage expenses and commissions (142,090) (175,187) (118,808)

The voyage expenses and commissions, which relate to the Suezmax fleet only, decreased in 2023 compared to 2022. This decrease is primarily attributed to a reduction in bunker related expenses, coupled with a notable downturn in other voyage-related expenditures.

The decrease in bunker cost is mainly related to the decrease in Suezmax vessels on the spot due to the sale of older tonnage
during 2022. The Fuel oil markets in 2023 were relatively flat with price maintaining a range bound trade for the majority of the year. Markets adjusted to the implementation of the G7 price cap on Russian oil by adjusting flows impacting values of HSFO west of the Suez Canal as Russian HSFO moved out of the tradeable pool, and put upward support on VLSFO prices in Asia.

A portion of the bunkers consumed by Euronav vessels are procured through the Company's IMO 2020 fuel compliance program (see Note 12). For vessels operated on the spot market, voyage expenses are paid by the shipowner while voyage expenses for vessels under a time charter contract, are paid by the charterer. Voyage expenses for vessels operated in a Pool, are paid by the Pool. IMO's initial GHG strategy aims to reduce carbon emissions by 40% by 2030 (IMO 2030) from 2008's levels and at least 50% of the shipping industry's total greenhouse gas emissions by 2050 (IMO 2050).

The majority of other voyage expenses are port costs, agency fees and agent fees paid to operate the vessels on the spot market. Port costs vary depending on the number of spot voyages performed, number and type of ports.

Vessel operating expenses
(in thousands of USD) 2023 2022 2021
Operating expenses (210,527) (199,286) (204,702)
Insurance (20,506) (16,808) (16,004)
Total vessel operating expenses (231,033) (216,094) (220,706)

The operating expenses relate mainly to the crewing expenses (including crew bonuses), technical and other costs (including shore staff working entirely on ship management) which are needed to operate tankers. In 2023, these expenses were slightly higher compared to 2022, mainly resulting from the acquisition of FSO Asia and FSO Africa which were accounted for 100% in 2023 compared to 50% until June 1, 2022 (joint-venture). Furthermore exchange rate differences in EUR/USD are contributing to an increased opex cost during 2023 compared to 2022.

Insurance costs increased in 2023 compared to 2022 mainly due to the FSO Asia and FSO Africa transaction in June 2022 as well as increased inflation costs.

Charter hire expenses
(in thousands of USD) 2023 2022 2021
Charter hire (4,500) (3,912) (8,473)
Bareboat hire —  (1,857) (1,277)
Total charter hire expenses (4,500) (5,769) (9,750)
The charter hire expenses in 2023 are mainly attributable to the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program (see Note 12). The remaining hire is related to the time charter hire days upon delivery of the Suezmaxes Marlin Sardinia and Marlin Somerset recorded as charter hire.

The charter hire expenses in 2022 are entirely attributable to the internal short term time charter agreement with our joint venture Bari Shipholding Ltd. and the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program (see Note 12).
F-36


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023



The Group elected to apply the short-term lease exemption and accordingly, the lease payments were recognized as an expense and right-of-use assets and lease liabilities were not recognized.

General and administrative expenses
(in thousands of USD) 2023 2022 2021
Wages and salaries (10,342) (8,272) (7,566)
Social security costs (1,204) (1,242) (1,295)
Provision for employee benefits (Note 18) 140  205  687 
Cash-settled share-based payments (Note 24) —  2,973  (548)
Equity-settled share-based payments (Note 24) (3,945) (2,411) (761)
Other employee benefits (1,047) (919) (1,000)
Employee benefits (16,398) (9,666) (10,482)
Administrative expenses (42,766) (37,955) (18,355)
Tonnage Tax (3,586) (4,343) (3,346)
Claims (76) —  (452)
Provisions 294  262  227 
Total general and administrative expenses (62,532) (51,702) (32,408)
 
Average number of full time equivalents (shore staff including shipmanagement)
 198.47  192.81  189.05 
The general and administrative expenses which include amongst others: shore staff wages (excluding shore staff working entirely on ship management), director fees, office rental, consulting and audit fees and tonnage tax, increased in 2023 compared to 2022. This increase was due to an increase in both employee benefits and administrative expenses.
The increase in administrative expenses is mainly due to an increase in legal and other service fees incurred in relation to the structural changes within the Company as well as the termination fees of the previous Management Board.

The share-based payments are higher compared to 2022 mainly due to the reversal of the provision on cash-settled share-based payments during 2022. Moreover, the equity-settled share-based payment plans LTIP 2020, 2021, 2022 and 2023 were fully paid out to the previous entitled Management Board members which mandates were terminated during the fourth quarter of 2023.

F-37
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 6 - Net finance expense
Recognized in profit or loss
(in thousands of USD) 2023 2022 2021
Interest income 20,620  7,063  1,896 
Income on recycling hedges from OCI into P&L
 25,749  —  — 
Change in fair value of fuel derivatives recognized in P&L 3,210  6,132  1,668 
Foreign exchange gains 17,590  13,945  11,370 
Finance income 67,168  27,140  14,934 
Interest expense on financial liabilities measured at amortized cost (132,268) (85,418) (57,961)
Interest leasing (631) (1,237) (2,378)
Change in fair value of fuel derivatives recognized in P&L (8,276) (26,388) (8,966)
Fair value adjustment on interest rate swaps 37  (507) (78)
Other financial charges (13,513) (5,930) (14,265)
Foreign exchange losses (17,246) (13,529) (11,893)
Finance expense (171,897) (133,009) (95,541)
Net finance expense recognized in profit or loss (104,729) (105,869) (80,607)

Finance income is higher during the year ended December 31, 2023 compared to December 31, 2022 which is mainly due to the positive impact of the unwinding of the interest rate swaps following the repayment and the termination of the financial liabilities (see Note 17).

Finance expenses increased during the year ended December 31, 2023 compared to December 31, 2022. This is mainly due to an increase in interest expenses on financial liabilities partially offset by a decrease in change in fair value of fuel derivatives recognized through P&L. The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses on bank loans due to a higher average interest rate swaps despite a lower average outstanding debt compared to the period ended December 31, 2022. The decreased expense in change in fair value of fuel derivatives is mainly due to the lower negative result on the fuel derivatives related to the hedging program of the bunker fuel on board of the Oceania.

The increase in other financial charges is mainly due to the refinancing of the previous financial liabilities (see Note 17). Following this transaction, the respective remaining transaction costs of the previous facilities have been expensed immediately in profit and loss.

Interest leasing is the interest on lease liabilities.

The above finance income and expenses include the following in respect of assets (liabilities) not recognized at fair value through profit or loss:
2023 2022 2021
Total interest income on financial assets 46,368  7,063  1,896 
Total interest expense on financial liabilities (132,268) (85,418) (57,961)
Total interest leasing (631) (1,237) (2,378)
Total other financial charges (13,513) (5,930) (14,265)
F-38


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023



Recognized directly in equity
(in thousands of USD) 2023 2022 2021
Foreign currency translation differences for foreign operations 259  (477) (482)
Cash flow hedges - effective portion of changes in fair value (6,164) 30,657  9,852 
Net finance expense recognized directly in equity (5,905) 30,180  9,370 
Attributable to:
Owners of the Company (5,905) 30,180  9,370 
Net finance expense recognized directly in equity (5,905) 30,180  9,370 
Recognized in:
Translation reserve 259  (477) (482)
Hedging reserve (6,164) 30,657  9,852 
F-39
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023


Note 7 - Income tax benefit (expense)
(in thousands of USD) 2023 2022 2021
Current tax
Current period (4,889) (1,736) (206)
Changes related to prior years 7  57  436 
Total current tax (4,881) (1,680) 230 
Deferred tax
Recognition of unused tax losses/(use of tax losses) (1,146) (137) 201 
Other 18  (987) (4)
Total deferred tax (1,128) (1,124) 197 
Total tax benefit/(expense) (6,009) (2,804) 427 

Reconciliation of effective tax 2023 2022 2021
Profit (loss) before tax 864,036  206,055  (339,204)
Tax at domestic rate (25.00) % (216,009) (25.00) % (51,514) (25.00) % 84,801 
Effects on tax of :
Tax exempt profit / loss (4,535) 2,642  4,541 
Tax adjustments for previous years 7  57  436 
Loss for which no DTA (*) has been recognized 7,586  4,481  27 
Non-deductible expenses (1,602) (315) (188)
Use of previously unrecognized tax losses and tax credits 5,283  4,431  4,101 
Effect of Tonnage Tax regime 195,768  40,670  (84,881)
Effect of share of profit of equity-accounted investees (5) 4,389  5,649 
Effects of tax regimes in foreign jurisdictions 7,498  (7,645) (14,059)
Total taxes (0.70) % (6,009) (1.36) % (2,804) (0.13) % 427 

* Deferred Tax Asset
In application of an IFRIC agenda decision on ‘IAS 12 Income taxes', tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the consolidated statement of profit or loss but
has been shown as an administrative expense under the heading General and administrative expenses. The amount paid for tonnage tax in the year ended December 31, 2023 was $3.6 million (2022: $4.3 million and 2021: $3.3 million) (see Note 5).

The Group operates in various countries which have enacted new legislation to comply with the global minimum top-up tax. Other countries such as Qatar have not enacted the Pillar II legislation yet. The Group expects in the future to be subject to the top-up tax for its operations in Qatar.

The Group operates mainly in the shipping industry. In regard of pillar II, most jurisdictions provide an exclusion for relevant shipping income (= profits earned from the transportation of cargo in international traffic). Currently the Group is in the process of implementing a Pillar II framework and investigating the application of the shipping exclusion in the relevant jurisdictions. This exercise is currently ongoing and subject to further guidance on the application of the shipping exclusion from the OECD. Based on the current state of play, we expect to be able to benefit from the shipping exclusion for the majority of jurisdictions. Therefore, the Group expects that the impact of Pillar II would be limited.

The Group can only provide qualitative information at the reporting date. It's not possible to provide quantitative information as the information cannot be reasonably estimated at the reporting date.


F-40
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 8 - Property, plant and equipment
(in thousands of USD) Vessels Vessels under construction Right-of-use assets Other tangible assets Prepayments Total PPE
At January 1, 2021          
Cost 4,608,326  207,069  113,859  5,189  —  4,934,443 
Depreciation & impairment losses (1,743,018) —  (60,904) (3,430) —  (1,807,352)
Net carrying amount 2,865,308  207,069  52,955  1,759  —  3,127,091 
Acquisitions 56,111  356,951  23,476  142  —  436,680 
Disposals and cancellations (39,522) —  —  —  —  (39,522)
Depreciation charges (296,837) —  (47,387) (680) —  (344,904)
Transfers 382,727  (382,727) —  —  —  — 
Translation differences —  —  (43) (3) —  (46)
Balance at December 31, 2021 2,967,787  181,293  29,001  1,218  —  3,179,299 
At January 1, 2022          
Cost 4,875,810  181,293  53,226  5,244  —  5,115,573 
Depreciation & impairment losses (1,908,023) —  (24,225) (4,026) —  (1,936,274)
Net carrying amount 2,967,787  181,293  29,001  1,218  —  3,179,299 
Acquisitions 448,850  165,246  14,060  164  —  628,320 
Disposals and cancellations (258,899) —  —  —  —  (258,899)
Depreciation charges (199,457) —  (21,509) (610) —  (221,576)
Transfer to assets held for sale (18,459) —  —  —  —  (18,459)
Transfers 118,110  (118,110) —  —  —  — 
Translation differences —  —  (59) (10) —  (69)
Balance at December 31, 2022 3,057,932  228,429  21,493  762  —  3,308,616 
At January 1, 2023
Cost 5,014,747  228,429  66,785  5,159  —  5,315,120 
Depreciation & impairment losses (1,956,815) —  (45,292) (4,397) —  (2,006,504)
Net carrying amount 3,057,932  228,429  21,493  762  —  3,308,616 
Acquisitions 295,568  41,627  31,557  372  1,031  370,155 
Disposals and cancellations (815,733) —  (2,087) —  —  (817,820)
Depreciation charges (200,896) —  (18,040) (492) —  (219,428)
Transfer to assets held for sale (Note 3) (870,844) —  —  —  (1,031) (871,875)
Transfers 163,543  (163,543) —  —  —  — 
Translation differences —  —  13  2  —  15 
Balance at December 31, 2023 1,629,570  106,513  32,936  644  —  1,769,663 
At December 31, 2023          
Cost 3,265,939  106,513  56,240  4,717  —  3,433,409 
Depreciation & impairment losses (1,636,369) —  (23,304) (4,073) —  (1,663,746)
Net carrying amount 1,629,570  106,513  32,936  644  —  1,769,663 

In 2022, the Maria, Cap Pierre, Amundsen, Captain Michael, Sonia, Iris, Ingrid, Cap Lara, Alsace, Dalma, Daishan, Hatteras, Ilma, Sienna and Simone have been dry-docked. The VLCCs Iris, Ingrid, Alsace and Ilma have been equipped with scrubber installations during the dry-dock. The cost of planned repairs is capitalized and included under the heading Acquisitions.

F-41
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

During 2022, two newbuilding Suezmaxes joined our fleet for an aggregate amount of $118.0 million. Cedar (2022 - 157,310 dwt) was delivered on January 7, 2022 and Cypress (2022 - 157,310 dwt) on January 20, 2022. Both were constructed at Daehan Shipbuilding (DHSC) in South Korea. These two vessels were previously reported as vessels under construction as at December 31, 2021.

On April 29, 2022, Euronav announced the purchase of two eco-VLCCs, the Chelsea (2020 – 299,995 dwt) and the Ghillie (2019 – 297,750 dwt), for $179 million in total. They are sisters of our D-class vessels (Delos, (2021 – 300,200 dwt), Diodorus (2021 – 300,200 dwt), Doris (2021 – 300,200 dwt) and Dickens (2021 – 299,550 dwt). These vessels were all built in Korea at Daewoo Shipbuilding & Marine Engineering, are fitted with scrubbers and are the latest generation of ecotype VLCC's. The vessels entered the fleet under their new names Dalis (previously Chelsea) and Derius (previously Ghillie).

As of June 7, 2022, the Group recognized the FSOs Asia and Africa fully in property, plant and equipment due to the acquisition of the remaining 50% in TI Asia and TI Africa for an amount of $223.1 million.

On June 24, 2022, Euronav has declared the options to extend the time charter agreement for the two Suezmaxes Marlin Sardinia and Marlin Somerset with an additional 12 months. This resulted in the recognition of a right-of-use asset of $13.4 million.

It is further noted that for the year ended at December 31, 2022, the depreciation charges decreased significantly compared to previous years. This is related to the re-assessment of the residual value at year end 2021.

During 2023, the Cap Felix, Sapphira, Nautica, Cap Quebec, Hojo, Cap Theodora, Cap Pembroke, Cap Port Arthur, Cap Corpus Christi, Nectar, and Noble have been dry-docked. The VLCCs Hirado and Hojo have been equipped with scrubber installations. The cost of planned repairs and maintenance is capitalized and included under the heading Acquisitions.

In January, February and May 2023, three newbuilding VLCCs joined our fleet. Cassius (2023 - 299,158 dwt) was delivered on January 11, 2023, Camus (2023 - 299,158 dwt) on February 28, 2023 and Clovis (2023 - 299,158 dwt) on May 30, 2023. All three vessels were constructed at Hyundai Samho Heavy Industries (HSHI) in South Korea. These three vessels were previously reported as vessels under construction as at December 31, 2022.

On July 11, 2023 and October 26, 2023 Euronav took delivery of respectively Brugge (2023 - 156,851 dwt) and Brest (2023 - 156,851 dwt). Both vessels were included as vessels under construction as at December 31, 2022.

In the fourth quarter of 2023, Euronav sent a notification letter to exercise the repurchase option included in the Sale and leaseback contract for the VLCC Newton (2009 - 307,284 dwt). The repurchase option amounts to $30 million and resulted in in an increase of the recognized right-of-use asset as per December 31, 2023. The vessel was redelivered to Euronav and the bareboat contract consequently ended on January 22, 2024.

The Group had five vessels under construction at December 31, 2023 for an aggregate amount of $106.5 million (2022: eight vessels under construction). The amounts presented within "vessels under construction" relate to two Eco-type VLCCs and three Eco-Type Suezmaxes. The Group capitalizes borrowing costs related to the financing of the newbuild vessels as reported under vessels under construction (see Note 1.11.1). As per December 31, 2023, the total amount that was capitalized was $6.5 million at an average interest rate of 7%.

F-42
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Disposal of assets – Gains/losses
(in thousands of USD) Sale price Book Value Gain Loss
Newton - Sale
35,370  32,953  1,163  — 
Filikon - Sale
 15,974  6,570  9,404  — 
Other —  —  4,500  — 
At December 31, 2021 51,344  39,523  15,068  — 
  Sale price Book Value Gain Loss
Sandra - Sale
 47,520  47,299  221  — 
Sara - Sale
 47,520  46,013  1,507  — 
Sonia - Sale
 50,490  50,837  —  (347)
Simone - Sale
 50,490  50,070  420  — 
Cap Leon - Sale
 19,924  9,081  10,843  — 
Cap Pierre - Sale
 19,058  11,537  7,521  — 
Cap Philippe - Sale
 32,046  19,165  12,881  — 
Europe - Sale
 40,013  5,300  34,713  — 
Cap Guillaume - Sale
 34,153  19,597  14,556  — 
Other —  —  13,500  — 
At December 31, 2022 341,214  258,899  96,161  (347)
Sale price Book Value Gain Loss
Cap Charles - Sale 40,523  18,459  22,064  — 
Nautica - Sale 53,900  26,847  27,053  — 
Alex - Sale 86,397  62,214  24,182  — 
Ardeche - Sale 90,410  58,345  32,065  — 
Drenec - Sale 86,327  56,279  30,048  — 
Heron - Sale 89,130  58,243  30,887  — 
Arafura - Sale 87,077  56,673  30,404  — 
Amundsen - Sale 90,670  60,007  30,663  — 
Diodorus - Sale 113,100  83,911  29,189  — 
Dickens - Sale 113,397  83,534  29,863  — 
Dalis - Sale 107,930  84,395  23,535  — 
Cassius - Sale 123,500  91,635  31,865  — 
Clovis - Sale 124,277  93,651  30,625  — 
At December 31, 2023 1,206,636  834,192  372,444  — 

On December 14, 2022, the Company sold the Suezmax Cap Charles (2006 - 158,881 DWT) for $40.5 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2022. The vessel was delivered to her new owner on February 16, 2023. A capital gain of $22.1 million has been recognized in the consolidated statement of profit or loss in the first quarter of 2023.

F-43
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On May 5, 2023, the Company sold the VLCC Nautica (2008 - 307,284 dwt) for $53.9 million. The vessel was delivered to her new owner on July 17, 2023. A capital gain of $27.1 million has been recognized in the consolidated statement of profit or loss in the third quarter of 2023.

On October 9, 2023, the Company announced the agreement of two reference shareholders CMB NV ("CMB") and Frontline plc/Famatown Finance Ltd ("Frontline") on a transaction involving multiple interdependent agreements. Part of the agreement is the sale of 24 VLCC tankers from the Euronav fleet for a total of $2.35 billion. A total of 11 VLCC tankers have been delivered before December 31, 2023. The 11 vessels (Alex, Ardeche, Drenec, Heron, Arafura, Amundsen, Diodorus, Dickens, Dalis, Cassius and Clovis) contributed to a total capital gain of $323.3 million, which was recorded in the fourth quarter of 2023.
Impairment

In previous years, Euronav carefully assessed through a detailed approach if the carrying amounts of the vessels would require an impairment. No impairment was booked so far. In 2021, the Group performed the annual impairment test due to two indicators which triggered the requirement for such test, being the further decline in market rates, and the net operating losses of the Group. In 2023 and 2022, both for the CGUs under the tankers segment and the FSO segment (as defined in Note 2), the Group performed a review of the internal as well as external indicators of impairment to consider whether further testing was necessary.

For the tankers segment, when analysing the potential impairment indicators set out in accounting policy 12.1 and taking into account the strong performance in 2023 and 2022, the stronger share price, and the current elevated freight rates and market values for VLCCs and Suezmaxes, there is no potential indicator for impairment.

The Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. The FSO Asia and FSO Africa are on a ten years timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Energy and Total E&P Golfe Limited, until July 21, 2032 and September 21, 2032 respectively. It is further noted that the contracts remain profitable until the end of the useful lives of both FSOs and therefore, no impairment indicators have been identified. The review of the indicators did not trigger the requirement to perform a more in-depth impairment analysis at December 31, 2023.

Security

All tankers financed with bank loans are subject to a mortgage to secure bank loans (see Note 17).
Capital commitment
As at December 31, 2023 the Group's total capital commitments amounts to $623.8 million (December 31, 2022: $404.1 million capital commitments). These capital commitments relate to five eco-type Suezmaxes and three eco-type VLCCs newbuilding contracts. The capital commitments can be detailed as follows:
(in thousands of USD) Total 2024 2025 2026
Commitments in respect of VLCCs 314,160  11,220  78,540  224,400 
Commitments in respect of Suezmaxes 309,596  188,496  —  121,100 
Commitments in respect of FSOs —  —  —  — 
Total 623,756  199,716  78,540  345,500 
F-44
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 9 - Intangible Assets
(in thousands of USD) Customer contracts Other intangible assets Total intangible assets
At January 1, 2022
Cost —  1,205  1,205 
Depreciation —  (1,019) (1,019)
Net carrying amount —  186  186 
Acquisitions 16,569 13  16,582 
Depreciation charges (913) (108) (1,021)
Translation differences —  (1) (1)
Balance at December 31, 2022 15,656  90  15,746 
At January 1, 2023
Cost 16,569  1,218  17,787 
Depreciation & translation differences (913) (1,128) (2,041)
Net carrying amount 15,656  90  15,746 
Acquisitions —  60  60 
Depreciation charges (1,556) (56) (1,612)
Translation differences —  —  — 
Balance at December 31, 2023 14,100  94  14,194 
At December 31, 2023
Cost 16,569  1,278  17,847 
Depreciation & translation differences (2,469) (1,184) (3,653)
Net carrying amount 14,100  94  14,194 

In connection with the acquisition of the remaining 50% in TI Asia and TI Africa in May, 2022, a part of the price paid is related to an intangible asset (customer contracts with NOC for the service part, i.e. recharge of opex, maintenance and crew). Management estimated the fair value of the intangible asset related to the service component of the NOC contract, resulting in a value of $16.6 million at May 31, 2022. This amount will be depreciated till the end of the contractual service, or until July 21, 2032 and September 21, 2032 respectively.

The other intangible assets are mainly related to software assets.
F-45
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 10 - Deferred tax assets and liabilities
Recognized deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
(in thousands of USD) ASSETS LIABILITIES NET
Employee benefits 25  —  25 
Unused tax losses & tax credits 60,308  —  60,308 
Unremitted earnings —  (58,930) (58,930)
60,333  (58,930) 1,403 
Offset (58,930) 58,930   
Balance at December 31, 2022 1,403  —   
Employee benefits 44  —  44 
Unused tax losses & tax credits 42,178  —  42,178 
Unremitted earnings —  (41,942) (41,942)
  42,222  (41,942) 280 
Offset (41,942) 41,942 
Balance at December 31, 2023 280  — 

Unrecognized deferred tax assets and liabilities
Total unrecognized tax losses amount to $114.3 million for 2023 ($120.1 million for 2022) and unused taxable temporary differences amount to $48.6 million (both 2023 and 2022). Deferred tax assets and liabilities have not been recognized in respect of the following items:
(in thousands of USD) December 31, 2023 December 31, 2022
ASSETS LIABILITIES ASSETS LIABILITIES
Deductible temporary differences 270  —  261  — 
Taxable temporary differences —  (12,162) —  (12,162)
Tax losses & tax credits 28,299  —  29,776  — 
28,569  (12,162) 30,037  (12,162)
Offset (12,162) 12,162  (12,162) 12,162 
Total 16,407  —  17,875  — 

The unrecognized deferred tax assets in respect of tax losses and tax credits relates to tax losses carried forward, investment deduction allowances and excess dividend received deduction. Tax losses and tax credits have no expiration date.

A deferred tax asset (DTA) is recognized for unused tax losses and tax credits carried forward, to the extent that it is probable that future taxable profits will be available. The Group considers future taxable profits as probable when it is more likely than not that taxable profits will be generated in the foreseeable future. When determining whether probable future taxable profits are available the probability threshold is applied to portions of the total amount of unused tax losses or tax credits, rather than the entire amount.

Given the nature of the tonnage tax regime, the Group has a substantial amount of unused tax losses and tax credits for which no future taxable profits are probable and therefore no DTA has been recognized.

No deferred tax liabilities have been recognized for temporary differences related to vessels for which the Group expects that the reversal of these differences will not have a tax effect.

The Group has applied a temporary mandatory relief from deferred tax accounting for the impact of the Pillar II top-up tax and accounts for it as a current tax when it is incurred.

F-46
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Movement in deferred tax balances during the year
(in thousands of USD) Balance at Jan 1, 2021 Recognized in income Recognized in equity Other movements Translation Differences Balance at Dec 31, 2021
Employee benefits 29  (4) —  —  (2) 23 
Unused tax losses & tax credits 27,650  38,660  —  —  (6) 66,304 
Unremitted earnings
 (26,322) (38,459) —  —  —  (64,781)
Total 1,357  197  —  —  (8) 1,546 
Balance at Jan 1, 2022 Recognized in income Recognized in equity Other movements Translation Differences Balance at Dec 31, 2022
Employee benefits 23  4  —  —  (2) 25 
Unused tax losses & tax credits 66,304  (5,988) —  —  (8) 60,308 
Unremitted earnings
 (64,781) 5,851  —  —  —  (58,930)
Reclassification —  (991) 991  —  — 
Total 1,546  (1,124) —  991  (10) 1,403 
Balance at Jan 1, 2023 Recognized in income Recognized in equity Other movements Translation Differences Balance at Dec 31, 2023
Employee benefits 25  18  —  —  1  44 
Unused tax losses & tax credits 60,308  (18,134) —  —  4  42,178 
Unremitted earnings
 (58,930) 16,988  —  —  —  (41,942)
Total 1,403  (1,128) —  —  5  280 
F-47
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 11 - Non-current receivables
(in thousands of USD) December 31, 2023 December 31, 2022
Shareholders loans to joint ventures 2  24 
Derivatives —  18,091 
Other non-current receivables 1,622  13,855 
Lease receivables 1,263  2,854 
Investment 1  1 
Total non-current receivables 2,888  34,825 

The decrease in derivatives in 2023 compared to December 31, 2022 relates to the unwinding of the Interest Rate Swaps in connection with the Global refinancing (see Note 17).

The decrease in other non-current receivables mainly relates to the issuance of a bank guarantee for the amount of $12.3 million through a cash deposit in the context of the enforcement proceedings lodged by Unicredit on January 15, 2021. The claim was waived by the Court in December, 2023 and the cash deposit has been recovered (see Note 22).

The lease receivables relate to the subleases of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc.).


The maturity date of the non-current receivables is as follows:
(in thousands of USD) December 31, 2023 December 31, 2022
Receivable:
Within two years 2,764  1,591 
Between two and three years —  16,101 
Between three and four years —  — 
Between four and five years —  3,663 
More than five years 124  13,470 
Total non-current receivables 2,888  34,825 




F-48
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 12 - Bunker inventory

In addition to bunker fuel stored on board of the Euronav vessels, the Group purchased and stored compliant fuel on board of a Euronav vessel, the ULCC Oceania, so that there was a safe, high quality inventory available for the use of its own fleet. The Group had set up a Bunker Fuel Management Group to manage this fuel oil exposure relating to the IMO 2020 requirements, which require the vessels to operate with low sulfur fuel oil (LSFO), unless equipped with scrubbers. In November 2023, management decided to discontinue the bunker storage and offloading program and sold the ULCC Oceania, which was booked as an asset held for sale as at December 31, 2023 (see Note 3).    

The bunker inventory stored on the Oceania was accounted for at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost includes: the purchase price, initial fuel inspection costs, the transport and handling costs for loading the bunker on our vessel and the change in fair value of the derivatives (see Note 15). The change in fair value of commodity derivatives in connection with the bunker fuel management are measured at fair value with fair value changes recognized in the consolidated statement of profit or loss. The Group has no ongoing commodity derivatives as per December 31, 2023.

The cost of the bunker inventory on board of our vessels on the spot (not operating in a pool arrangement) is determined on a first-in, first-out basis.

In the course of 2023, the Company purchased an additional 120,763 metric tonnes (2022: 208,877 metric ton) of compliant fuel for an amount of $72.2 million (2022: $158.8 million) (all costs included). As of December 31, 2023 the carrying amount of the total bunker inventory amounted to $22.5 million (2022: $41.6 million) of which $0.0 million (2022: $19.6 million) was the carrying amount of the bunker inventory related to the purchase and storage of compliant fuel oil inventory on board of the Oceania as it has been fully offloaded in consequence of the sale of the vessel.

The compliant fuel has been fully transferred to our fleet in the course of 2023. As of December 31, 2023 the carrying amount of the bunker inventory on board of our vessels amounted to $22.5 million (2022: $22.0 million). Bunkers delivered to vessels operating in the TI Pool, are sold to the TI Pool at market price and bunkers on board of these pooled vessels are no longer shown as bunker inventory but as trade and other receivables.

In compliance with the accounting policy no write-down had to be considered at the end of December 31, 2023.




F-49
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 13 - Trade and other receivables - current
(in thousands of USD) December 31, 2023 December 31, 2022
Receivable from contracts with customers 88,544  106,972 
Receivable from contracts with customers - TI Pool 169,339  193,945 
Accrued income 13,706  11,421 
Accrued interest 1,352  2,329 
Deferred charges 17,601  20,388 
Deferred fulfillment costs 2,278  1,587 
Other receivables 11,414  12,578 
Lease receivables 1,591  1,699 
Derivatives 1,286  15,870 
Total trade and other receivables 307,111  366,789 

The decrease in receivables from contracts with customers mainly relates to a decrease in market freight rates at year-end 2023 compared to the fourth quarter of 2022.

The decrease in receivables from contracts with customers - TI Pool relates to income to be received by the Group from the Tankers International Pool. These amounts decreased in 2023 mainly due to decreased market freight rates end of 2023 compared to December 31, 2022 and a decrease in number of vessels in the pool in connection with the sale to Frontline.

Fulfillment costs represent primarily bunker costs incurred between the date on which the contract of a spot voyage charter was concluded and the next load port. These expenses are deferred according to IFRS 15 Revenue from Contracts with Customers and are amortized on a systematic basis consistent with the pattern of transfer of service.

The lease receivables relate to the sublease of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc.).

The decrease in derivatives as of December 31, 2023 relates to the unwinding of the Interest Rate Swaps in connection with the Global Refinancing (see Note 17).

For currency and credit risk, we refer to Note 20.


Note 14 - Cash and cash equivalents
(in thousands of USD) December 31, 2023 December 31, 2022
Bank deposits 182,500  — 
Cash at bank and in hand 246,870  179,929 
Total
 429,370  179,929 

Four bank deposits were held at December 31, 2023 in connection with the sale of the vessels to Frontline. All four deposits have been fully repaid during January and February, 2024. No bank deposits were held at December 31, 2022. All cash is in different banks which all have a high credit rating.

F-50
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 15 - Equity
Number of shares issued
(in shares) December 31, 2023 December 31, 2022 December 31, 2021
On issue at January 1 220,024,713  220,024,713  220,024,713 
On issue at December 31 - fully paid 220,024,713  220,024,713  220,024,713 

As at December 31, 2023, the share capital is represented by 220,024,713 shares. The shares have no nominal value.
As at December 31, 2023, the authorized share capital not issued amounts to $83,898,616 (2022 and 2021: $83,898,616) or the equivalent of 77,189,888 shares (2022 and 2021: 77,189,888 shares).
The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at the shareholders' meetings of the Group.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.
Hedging reserve
The hedging instruments were as follows:
2023
(in thousands of USD) Notional Value Fair Value - Assets Fair Value - Liabilities
Change in FV recognized in OCI
Recycled into P&L
Interest rate swaps
$173.6 million facility - Cap Quebec and Cap Pembroke
 —  —  —  (314) (1,456)
$173.6 million facility - Cap Corpus Christi and Cap Port Arthur
 —  —  —  (1,256) (3,860)
$713.0 million facility
 —  —  —  (4,823) (12,599)
$73.45 million facility - Cedar and Cypress
 —  —  —  (298) (5,167)
$150.0 million facility
 93,607  1,286  146  (1,108) — 
$447.0 million facility
 —  —  —  1,635  (1,635)
Fx swaps
Fx Euro hedge —  —  —  —  (1,032)
Total
 93,607  1,286  146  (6,164) (25,749)
F-51
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

2022
(in thousands of USD) Notional Value Fair Value - Assets Fair Value - Liabilities
Change in FV recognized in OCI
Interest rate swaps
$173.6 million facility - Cap Quebec and Cap Pembroke
 56,838  1,791  —  4,757 
$173.6 million facility - Cap Corpus Christi and Cap Port Arthur
 60,164  5,202  —  3,830 
$713.0 million facility
 223,667  17,819  —  12,859 
$73.5 million facility - Cedar and Cypress
 71,155  5,465  —  5,465 
$150.0 million facility
 106,310  2,249  —  2,249 
Forward cap contracts
Cap options
 —  —  —  466 
Fx swaps
Fx Euro hedge 18,398  1,032  —  1,032 
Total
 536,532  33,558  —  32,293 

The Group, through the long term charter parties with Valero for two Suezmaxes (Cap Quebec and Cap Pembroke), entered on March 28, 2018 and April 20, 2018, in two IRSs for a combined notional value of $86.8 million. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs are matching the repayment profile of the underlying $173.6 million facility. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and have been recognized in profit or loss. $(1.8) million has been recognized in total in OCI in 2023.

As part of the fuel hedging program, the Group entered during 2023 and 2022 into several commodity swaps and futures in connection with its low sulfur fuel oil project for a combined notional value of $72.2 million and $158.8 million, respectively. These swaps are used to hedge a potential increase in the index underlying the price of low sulfur fuel between the purchase date and the delivery date of the product, i.e. when the title to the low sulfur fuel is actually transferred. These instruments do not qualify as hedging instruments in a cash flow hedge relationship under IFRS9. The changes in fair value are directly recognized in profit or loss.

The Group, through the long term charter parties with Valero for two Suezmaxes (Cap Corpus Christi and Cap Port Arthur), entered on October 26, 2020 in two IRSs for a combined notional value of $70.1 million with effective date in 2021. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs are matching the repayment profile of the underlying $173.6 million facility. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and have been recognized in profit or loss. $(5.1) million has been recognized in total in OCI in 2023.

The Group entered in the second half of 2020 in six Interest Rate Swaps (IRSs) for a combined notional value of $237.2 million with effective date in 2021. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate in connection with the $713.0 million sustainability linked loan and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and have been recognized in profit or loss. $(17.4) million has been recognized in total in OCI in 2023.

The Group entered on January 26, 2022 into an interest rate swap agreement, in relation to the $73.45 million term loan which had been concluded for the acquisition of the Suezmaxes Cedar and Cypress for a notional value of $73.45 million. This IRS is used to hedge the risk related to the fluctuation of the LIBOR rate and qualifies as hedging instrument in a cash flow hedge relationship under IFRS 9. This instrument has been measured at fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. This IRS is matching the repayment profile of the underlying $73.45 million facility. On November 24, 2023 this hedge has been unwound due to the repayment of the underlying facility and has been recognized in profit or loss. $(5.5) million has been recognized in total in OCI in total in 2023.

F-52
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

The Group, in connection to the $150.0 million facility raised on June 21, 2022, entered into several Interest Rate Swaps (IRSs) for a combined notional value of $109.4 million. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs are matching the repayment profile of the facility and mature on March 29, 2030. The notional value of these instruments at December 31, 2023 amounted to $93.6 million. The fair value of these instruments at December 31, 2023 amounted to $1.1 million (see Note 13 and 19) and $(1.1) million has been recognized in OCI in 2023.

The Group, in connection to the $447.0 million facility raised on December 6, 2022, entered into two Interest Rate Swaps (IRSs) for a combined notional value of $70.0 million. These IRSs are used to hedge the risk related to the fluctuation of the SOFR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and has been recognized in profit or loss.

The Group entered on August 22, 2022 into four Fx Swaps to hedge 20% of the short position for 2023 and entered into several Fx Swap transactions during the first half 2023. These Fx Swaps are used to hedge the risk related to the fluctuation of EUR/USD, as a large part of the operational expenses are euro expenses while the income generated is in USD. The hedges qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. All these hedges matured in 2023. $(1.0) million has been recycled into P&L in 2023.

Treasury shares
As of December 31, 2023 Euronav owned 17,790,716 of its own shares, compared to 18,241,181 of shares owned on December 31, 2022. In the twelve months period ended December 31, 2023, Euronav transferred 450,465 shares to members of the Management Board in accordance with the Long Term Incentive Plan 2020, Long Term Incentive Plan 2021, Long Term Incentive Plan 2022 and Long Term Incentive Plan 2023.
Distributions
During its meeting of May 10, 2023, the Supervisory Board of Euronav approved an interim dividend for the first quarter of 2023 of $0.70 per share. The interim dividend of $0.70 per share was payable as from June 20, 2023. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On May 17, 2023, the Annual Shareholders' meeting approved a full year dividend for 2022 of $1.10 per share. This pay out was a combination of a dividend of $0.051 per share and a share premium of $1.049 per share via the issue premium reserve.
During its meeting of August 8, 2023, the Supervisory Board of Euronav approved an interim dividend for the second quarter of 2023 of $0.80 per share. The interim dividend of $0.80 per share was payable as from September 19, 2023. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

During its meeting of November 28, 2023, the Supervisory Board of Euronav approved an interim dividend for the third quarter of 2023 of $0.57 per share. The interim dividend of $0.57 per share was payable as from December 20, 2023. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On March 20, 2024, the Supervisory Board proposed the Annual Shareholders' meeting be held on May 16, 2024, to distribute $4.57 per share to all shareholders. This distribution is proposed as a combination of a dividend (USD 0.27 per share) and a repayment from the share issue premium (USD 4.30 per share). This distribution approach will be optimal for shareholders as the share issuance payment part of the distribution will represent more than 90% of the distribution. This distribution is exempt from any withholding tax. Together with the shareholders distribution already paid for the first quarter of 2023, the second quarter of 2023 and the third quarter of 2023, the proposed distribution would yield a total of $2.07. This proposal would bring the total return to shareholders to $6.64 for the full year 2023.

The total amount of dividends declared in 2023 was $646.3 million ($24.2 million in 2022 and $24.2 million in 2021) and $630.5 million was paid in 2023 ($24.2 million in 2022 and $24.2 million in 2021).


F-53
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Long term incentive plan 2015
The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2015 a long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years and 60% in the form of restricted stock units (RSUs), with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSUs were granted on February 12, 2015.
Long term incentive plan 2017
The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017.
Long term incentive plan 2018

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018.
Transaction Based Incentive Plan 2019

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 a transaction-based incentive plan for key management personnel. Under the terms of this TBIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value (FMV) of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date.

Long term incentive plan 2019

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2019 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. In total 152,346 RSUs were granted on April 1, 2019.

Long term incentive plan 2020

The Group's Supervisory Board implemented in 2020 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2020) and will be settled in shares. In total 144,392 RSUs were granted on April 1, 2020.
Long term incentive plan 2021

The Group's Supervisory Board implemented in 2021 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav RSUs. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2021) and will be settled in shares. In total 193,387 RSUs were granted on April 1, 2021.

Long term incentive plan 2022

The Group's Supervisory Board implemented in 2022 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav RSUs.
F-54
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2022) and will be settled in shares. In total 163,022 RSUs were granted on April 1, 2022.
Long term incentive plan 2023

The Group's Supervisory Board implemented in 2023 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav RSUs. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2023) and will be settled in shares. In total 66,832 RSUs were granted on April 1, 2023.
F-55
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 16 - Earnings per share
Basic earnings per share
The calculation of basic earnings per share was based on a result attributable to ordinary shares and a weighted average number of ordinary shares outstanding during the period ended December 31 of each year, calculated as follows:

Result attributable to ordinary shares
2023 2022 2021
Result for the period (in USD) 858,026,940  203,251,347  (338,777,184)
Weighted average number of ordinary shares 201,901,743  201,747,963  201,677,981 
Basic earnings per share (in USD) 4.25  1.01  (1.68)

Weighted average number of ordinary shares
(in shares) Shares issued Treasury shares Shares outstanding Weighted number of shares
On issue at January 1, 2021 220,024,713  18,346,732  201,677,981  201,677,981 
Issuance of shares —  —  —  — 
Purchases of treasury shares —  —  —  — 
Withdrawal of treasury shares —  —  —  — 
Transfer of treasury shares —  —  —  — 
On issue at December 31, 2021 220,024,713  18,346,732  201,677,981  201,677,981 
On issue at January 1, 2022 220,024,713  18,346,732  201,677,981  201,677,981 
Issuance of shares —  —  —  — 
Purchases of treasury shares —  —  —  — 
Withdrawal of treasury shares —  —  —  — 
Transfer of treasury shares —  (105,551) 105,551  69,982 
On issue at December 31, 2022 220,024,713  18,241,181  201,783,532  201,747,963 
On issue at January 1, 2023 220,024,713  18,241,181  201,783,532  201,783,532 
Issuance of shares —  —  —  — 
Purchases of treasury shares —  —  —  — 
Withdrawal of treasury shares —  —  —  — 
Transfer of treasury shares —  (450,465) 450,465  118,211 
On issue at December 31, 2023 220,024,713  17,790,716  202,233,997  201,901,743 

Diluted earnings per share
For the twelve months ended December 31, 2023, the diluted earnings per share (in USD) amount to 4.25 (2022: 1.01 and 2021: (1.68)). At December 31, 2021, 236,590 options issued under the LTIP 2015 were excluded from the calculation of the diluted weighted average number of shares because these 236,590 options were out-of-the money and have been considered as anti-dilutive. At December 31, 2023 and December 31, 2022, these 236,590 options were not outstanding anymore (see Note 24). At December 31, 2023, no RSUs have been considered as dilutive, as all LTIPs were terminated during 2023 (see Note 24).


F-56
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Weighted average number of ordinary shares (diluted)
The table below shows the potential weighted number of shares that could be created if all stock options and restricted stock units were to be converted into ordinary shares.
(in shares) 2023 2022 2021
Weighted average of ordinary shares outstanding (basic) 201,901,743  201,747,963  201,677,981 
Effect of Share-based Payment arrangements —  246,254  95,259 
Weighted average number of ordinary shares (diluted) 201,901,743  201,994,217  201,773,240 

There are no more remaining outstanding instruments at December 31, 2023 due to the change of control which caused an accelerated vesting of all RSUs. The RSUs of the LTIP 2019, LTIP 2020 and LTIP 2021 could have given rise to dilution at December 31, 2022 and December 31, 2021.

F-57
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 17 - Interest-bearing loans and borrowings
(in thousands of USD) Bank loans Other notes Lease liabilities Other borrowings Total
More than 5 years 102,419  —  74  —  102,493 
Between 1 and 5 years 1,073,416  196,895  16,685  86,198  1,373,194 
More than 1 year 1,175,835  196,895  16,759  86,198  1,475,687 
Less than 1 year 29,313  67,025  22,292  117,863  236,493 
At January 1, 2022 1,205,148  263,920  39,051  204,061  1,712,180 
New loans 1,038,450  —  14,060  231,845  1,284,355 
Scheduled repayments (44,470) (67,200) (24,290) (293,171) (429,131)
Early repayments (865,000) —  —  —  (865,000)
Other changes (945) 836  —  —  (109)
Translation differences —  —  (142) (5,873) (6,015)
Balance at December 31, 2022 1,333,183  197,556  28,679  136,862  1,696,280 
More than 5 years 221,304  —  41  —  221,345 
Between 1 and 5 years 1,042,938  197,556  5,783  71,011  1,317,288 
More than 1 year 1,264,242  197,556  5,824  71,011  1,538,633 
Less than 1 year 68,941  —  22,855  65,851  157,647 
Balance at December 31, 2022 1,333,183  197,556  28,679  136,862  1,696,280 
  Bank loans Other notes Lease liabilities Other borrowings Total
More than 5 years 221,304  —  41  —  221,345 
Between 1 and 5 years 1,042,938  197,556  5,783  71,011  1,317,288 
More than 1 year 1,264,242  197,556  5,824  71,011  1,538,633 
Less than 1 year 68,941  —  22,855  65,851  157,647 
At January 1, 2023 1,333,183  197,556  28,679  136,862  1,696,280 
New loans 2,124,850  —  2,312  569,277  2,696,439 
Scheduled repayments (72,644) —  (21,311) (544,856) (638,811)
Early repayments (2,861,080) —  —  —  (2,861,080)
F-58
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Remeasurement
 —  —  27,158  —  27,158 
Other changes 4,050  4,396  —  (346) 8,100 
Translation differences —  —  18  2,609  2,627 
Balance at December 31, 2023 528,359  201,952  36,856  163,546  930,713 
More than 5 years 30,203  —  206  —  30,409 
Between 1 and 5 years 332,032  198,219  3,157  71,248  604,656 
More than 1 year 362,235  198,219  3,363  71,248  635,065 
Less than 1 year 166,124  3,733  33,493  92,298  295,648 
Balance at December 31, 2023 528,359  201,952  36,856  163,546  930,713 
The amounts shown under "New Loans" and "Early Repayments" related to bank loans include drawdowns and repayments under revolving credit facilities during the year.
Bank Loans
On August 19, 2015, the Group entered into a $750.0 million senior secured amortizing revolving credit facility with a syndicate of banks. The facility is available for the purpose of (i) refinancing 21 vessels; (ii) financing four newbuilding VLCCs vessels as well as (iii) Euronav's general corporate and working capital purposes. The credit has been repaid on June 30, 2022 and carried a rate of LIBOR plus a margin of 195 bps.
On December 16, 2016, the Group entered into a $409.5 million senior secured amortizing revolving credit facility for the purpose of refinancing 11 vessels as well as Euronav's general corporate purposes. The credit facility was used to refinance the $500 million senior secured credit facility dated March 25, 2014 and will mature on January 31, 2023 carrying a rate of LIBOR plus a margin of 2.25%. Following the sale and lease back of the VLCC Nautica, Nectar and Noble in December 2019, this facility was reduced by $56.9 million. Following the sale of the VLCC Newton in February 2021, the total revolving credit facility was reduced by $16.3 million. Following the sale of VLCC Sara, Sandra, Sonia in the second quarter of 2022 and Simone in the fourth quarter of 2022, the commitment was reduced by $68.6 million. The credit has been repaid and cancelled on September 30, 2022 and the vessels remaining in the facility VLCC Iris, Ingrid and Ilma were refinanced with the new $377.0 million facility.
On April 7, 2021, the Group entered into an €80 million ($88.4 million) unsecured revolving credit facility. This new facility has been concluded with a range of commercial banks and the support of Gigarant, with sustainability and emission reductions as a component of the margin pricing. A range of measurable sustainability features such as year-on-year reduction in carbon emissions starting from 2021 will be supported by compliance with the Poseidon principles. The facility will have a duration of minimum three years, with two one-year extension options. These extension options have been exercised and facility will mature on April 7, 2026. As of December 31, 2023 and December 31, 2022, the outstanding balance on this facility was $0.0 million and $0.0 million, respectively.

On June 21, 2022, the Group entered into a $150 million senior secured amortizing term loan facility to finance the acquisition of the 50% ownership in the FSO joint ventures. The new facility has been concluded with ING and ABN Amro who were also the supporting banks in the existing facility. At the same time the existing facilities for the FSO JV companies which were maturing in July 2022 and September 2022 have also been repaid (see Note 26). The new facility carries a rate of daily compounded SOFR plus a margin of 2.15% with margin adjustment of plus or minus 10 bps. The new facility is linked to the sustainability performance of the Company. The commercial terms include a reduction of the interest rate when the Company achieves its targets in relation to two sustainability KPI's. The facility has a duration of 7.75 years with maturity on March 30, 2030. As of December 31, 2023 and December 31, 2022, the outstanding balance on this facility was $124.8 million and $141.7 million, respectively.
F-59
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On December 6, 2022, the Group entered into a $377.0 million senior secured amortizing facility comprising a revolving credit facility of up to $307.0 million and a newbuild term loan facility of up to $70.0 million and an upsize term loan facility. The upsize facility of $70 million was concluded on March 17, 2023 for the financing of the newbuild VLCC Camus. The financing had been concluded with a syndicate of banks and Nordea Bank Norge SA acting as Agent and Security Trustee. The credit facility was repaid on December 14, 2023 in relation to the global refinance.

On June 29, 2023 the Group entered into a $190.4 million ECA covered senior secured amortizing loan facility to finance one newbuilding VLCC and three newbuilding Suezmax vessels. The facility was guaranteed with a K-Sure insurance cover. DNB and ING acted as co-agents in the facility and Citibank joined as a Mandated Lead Arranger. The new facility was linked to the sustainability performance of the Company with three sustainability KPI's. The commercial terms included a reduction of the interest rate when the Company achieves its targets in relation to the sustainability KPI's. The facility would have a duration of 12 years with maturity on June 29, 2035. The credit has been repaid and cancelled on December 14, 2023 in relation to the global refinance.

On October 9, 2023, the Company announced that an agreement was found between our two reference shareholders, CMB NV and Frontline plc / Famatown Finance Limited. The reference shareholders reached an agreement on a transaction involving the Company that puts an end to the deadlock arising from their differences over strategy, while offering other shareholders the opportunity to realise cash value for their investment. The transaction comprises three interdependent agreements:

• CMB will acquire Frontline's 26.12% stake in the Company for $18.43 per share
• Frontline will acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion
• The Company's pending arbitration action against Frontline and affiliates will be terminated

A Special General Meeting was held on November 21, 2023, where the share sale and the fleet sale was approved. Shortly after, the share transfer has materialized and Euronav has started delivering the 24 vessels to Frontline over a period of 2 months. In relation to this transaction, the remaining Euronav fleet was refinanced in a Global Refinancing $1,290 million facility on November 7, 2023 consisting of three facilities: (i) a revolver credit facility up to $725.0 million for the purposes of (a) refinancing the existing facilities relating to the Core Ships and the Transition Ships, (b) refinancing the existing facilities related to the A Fleet, and (c) only after the refinancings described in (a) and (b), for general corporate and working capital purposes; (ii) a transition term loan facility up to $375.0 million for the purposes of (a) refinancing the existing facilities relating to the Core Ships and the Transition Ships, (b) refinancing the Existing Facilities related to the A Fleet; (iii) a newbuild term loan facility up to $190.0 million for the purposes of financing the delivery cost of four newbuild vessels namely Brest, Bristol, Crocus and Clematis. This facility has been accounted for as a new instrument and the previously existing loans have been extinguished. The revolver facility and the newbuild facility have a term of five years and the transition facility has a term of 18 months; and is bearing interest of Term SOFR + a margin of 2.3% - 2.9% per annum. The margin is reset every quarter based on the ratio of net debt to total capitalisation ratio. As of December 31, 2023, the outstanding balance on this facility was $415.7 million.

The company has fully repaid the outstanding liabilities for the following loans in the fourth quarter of 2023:

•Credit facility of $108.5 million with Korea Trade Insurance Corporation (K-sure) as insurer dated April 25, 2017.
•Credit facility of $173.6 million with Kexim, BNP and Credit Agricole Corporate dated March 15, 2018.
•Credit facility of $200.0 million with Nordea dated September 7, 2018.
•Credit facility of $700.0 million with Nordea dated August 28, 2019.
•Sustainability-linked loan of $713.0 million with Nordea dated September 11, 2020.
•Sustainability-linked loan of $73.45 million with DNB dated December 2, 2021.
•Credit facility of $447.0 million with Nordea dated December 6, 2022.
•Credit facility of $190.4 million with DNB dated June 29, 2023.



F-60
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Undrawn borrowing facilities
At December 31, 2023, Euronav and its fully-owned subsidiaries have undrawn credit line facilities amounting to $813.4 million (2022: $671.3 million), of which $79.0 million will mature within 12 months.

Terms and debt repayment schedule
The terms and conditions of outstanding loans were as follows:
(in thousands of USD) December 31, 2023 December 31, 2022
Curr Nominal interest rate Year of mat. Facility size Drawn Carrying value Facility size Drawn Carrying value
Secured vessels loan 27.1M
 USD
LIBOR + 1.95%
 2029 —  —  —  24,650  24,650  24,650 
Secured vessels loan 81.4M
 USD
LIBOR + 1.50%
 2029 —  —  —  44,098  44,098  42,960 
Secured vessels loan 69.4M
 USD
LIBOR + 2.0%
 2030 —  —  —  49,751  49,751  49,751 
Secured vessels loan 104.2M
 USD
LIBOR + 2.0%
 2030 —  —  —  67,251  67,251  66,562 
Secured vessels Revolving loan 200.0M*
 USD
LIBOR + 2.0%
 2025 —  —  —  97,376  90,000  89,554 
Secured vessels Revolving loan 700.0M*
 USD
LIBOR + 1.95%
 2026 —  —  —  553,480  470,000  466,211 
Secured vessels Revolving loan 713.0M*
 USD
LIBOR + 2.30%
 2026 —  —  —  582,876  350,756  346,866 
Secured vessels loan 73.45M
 USD
LIBOR + 1.80%
 2028 —  —  —  71,155  71,155  70,730 
Unsecured Revolving loan 80M
 EUR
LIBOR + 1.50%
 2026 88,400  —  (66) 100,000  —  (265)
Secured FSO loan 150M
 USD
SOFR + 2.15%
 2030 124,809  124,809  123,728  141,747  141,747  140,227 
Secured vessels Revolving loan 377.0M*
 USD
SOFR + 1.90%
 2028 —  —  —  288,276  40,000  35,938 
Secured vessels loan Refi - Revolving loan 725.0M*
 USD
SOFR + 2.30% - 2.90%
 2028 725,000  —  (8,398) —  —  — 
Secured vessels loan Refi - Transition facility 375.0M
 USD
SOFR + 2.30% - 2.90%
 2025 368,225  368,225  365,662  —  —  — 
Secured vessels loan Refi - Newbuild facility 190.0M
 USD
SOFR + 2.30% - 2.90%
 2028 47,500  47,500  47,433  —  —  — 
Total interest-bearing bank loans 1,353,934  540,534  528,359  2,020,659  1,349,408  1,333,183 
* The total amount available under the revolving loan Facilities depends on the total value of the fleet of tankers securing the facility.
The facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan. For further information, we refer to Note 20.


F-61
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Other notes
(in thousands of USD) December 31, 2023 December 31, 2022
Curr Nominal interest rate Year of mat. Facility size Drawn Carrying value Facility size Drawn Carrying value
Unsecured notes USD 6.25% 2026 200,000  200,000  198,219  200,000  200,000  197,556 
Total other notes
 200,000  200,000  198,219  200,000  200,000  197,556 
On September 2, 2021, the Group announced a successful placement of a new $200 million senior unsecured bonds. The bonds mature in September 2026 and carry a coupon of 6.25%. An application has been made for the bonds to be listed on Oslo Stock Exchange. The related transaction costs of $3.3 million are amortized over the lifetime of the instrument using the effective interest rate method. The net proceeds from the bond issue will be used for general corporate purposes and/or refinancing of the old $200 million bond (ISIN: NO0010793888). As part of this transaction Euronav bought back $132 million of the $200 million senior bonds issued in 2017 in the course of 2021. DNB Markets, Nordea, SEB and Arctic Securities AS acted as joint bookrunners in connection with the placement of the bond issue. In line with the successful placement of the new $200 million senior unsecured bond, the old bond has been fully repaid during the second quarter of 2022.
On March 18, 2022, the Financial Supervisory Authority of Norway approved the listing on the Oslo Stock Exchange of Euronav Luxembourg S.A.'s $200 million senior unsecured bonds due September 2026.

Other borrowings
On June 6, 2017, the Group signed an agreement with BNP Paribas Fortis SA/NV to act as dealer for a Treasury Notes Program with a maximum outstanding amount of €50 million. On October 1, 2018, KBC has been appointed as an additional dealer in the agreement and the maximum amount has been increased from €50 million to €150 million. As of December 31, 2023, the outstanding amount was $87.8 million or €79.1 million (December 31, 2022: $50.7 million or €47.5 million). The Treasury Notes are issued on an as needed basis with different durations not exceeding 1 year, and initial pricing is set to 60 bps over Euribor. The Company enters into FX forward contracts to manage the currency risks related to these instruments issued in Euro compared to the USD Group functional currency. The FX contracts have the same nominal amount and duration as the issued Treasury Notes and they are measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss. On December 31, 2023, the fair value of these forward contracts amounted to $1.5 million (December 31, 2022: $0.3 million).

On December 30, 2019, the Company entered into a sale and leaseback agreement for three VLCCs. The three VLCCs are the Nautica (2008 – 307,284), Nectar (2008 – 307,284) and Noble (2008 – 307,284). The vessels were sold and were leased back under a 54-months bareboat contract at an average rate of $20,681 per day per vessel. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets, and recognized a financial liability equal to the net transfer proceeds of $124.4 million. During 2023, the repurchase options on the three VLCCs were exercised and the bareboat contracts have been ended.

On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cypress (2022 – 157,310). The vessel was sold and was leased back under a 14-year bareboat contract at a rate equal to an amortization element of $13,590 per day per vessel and an interest element based on term SOFR plus 4.35 basis points, which can be reduced by the sustainability saving. The sustainability saving is a CII score of A or B which will lead to a margin reduction of 10 basis points. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $76.9 million. As of December 31, 2023, the outstanding amount was $75.7 million. At the end of the bareboat contract, the Company has a purchase obligation of $7.39 million.
F-62
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Euronav may, at any time on and after the fourth anniversary, notify the owners the charterers' intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.

The future lease payments for these leaseback agreements are as follows:
(in thousands of USD) December 31, 2023 December 31, 2022
Less than one year 4,547  22,667 
Between one and five years 19,130  11,212 
More than five years 52,828  — 
Total future lease payables 76,505  33,878 
On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cedar (2022 – 157,310) but this vessel was only delivered at January 10, 2024. At the end of December 31, 2023, the Company has a commitment of future lease payments for a total amount of $76.9 million of which $4.5 million is due less than one year, $19.0 million due between one and five years and $53.4 million due more than five years.
Transaction and other financial costs
The heading 'Other changes' in the first table of this footnote reflects the recognition of directly attributable transaction costs as a deduction from the fair value of the corresponding liability, and the subsequent amortization of such costs. In 2023, the Group recognized $16.5 million of amortization of financing costs which was mainly due to the refinancing of the existing financial liabilities. Their respective remaining transaction costs have been expensed in the profit and loss statement. The Group recognized $13.8 million of directly attributable transaction costs as a deduction from the fair value of the $1.3 billion Global refinancing facility entered into November 7, 2023 and $0.7 million of directly attributable transaction costs as a deduction from the fair value of the sale and leaseback of the Suezmax Cypress. Furthermore, the heading 'Other changes' include a change of presentation of accrued interest on instruments measured at amortized cost, previously reported under trade and other payables to a single line item from the instrument itself (see Note 19).
Interest expense on financial liabilities measured at amortized cost increased during the year ended December 31, 2023, compared to 2022 (2023: $(-134.6) million, 2022: $(-85.4) million). The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses on bank loans due to a higher average interest rate despite a lower average outstanding debt compared to the period ended December 31, 2022. Other financial charges increased in 2023 compared to 2022 (2023: $(-13.5) million, 2022: $(-5.9) million) which was mainly due to the refinancing of the previous financial liabilities (see Note 6).

Interest on lease liabilities (2023: $(-0.6) million, 2022: $(-1.2) million) were recognized.


F-63
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Reconciliation of movements of liabilities to cash flows arising from financing activities
Liabilities Equity
Loans and borrowings Other Notes Other borrowings Lease liabilities Share capital / premium Reserves Treasury shares Retained earnings Total
Balance at January 1, 2022 1,205,148  263,920  204,061  39,051  1,941,697  2,849  (164,104) 180,140  3,672,762 
Changes from financing cash flows
Proceeds from loans and borrowings (Note 17) 1,038,450  —  —  —  —  —  —  —  1,038,450 
Proceeds from issue of other borrowings (Note 17) —  —  231,845  —  —  —  —  —  231,845 
Proceeds from transfer of treasury shares (Note 15)
 —  —  —  —  —  —  1,080  —  1,080 
Repayment of sale and leaseback agreement (Note 17) —  —  (22,667) —  —  —  —  —  (22,667)
Transaction costs related to loans and borrowings (Note 17) (5,871) —  —  —  —  —  —  —  (5,871)
Repayment of borrowings (Note 17) (909,470) (67,200) —  —  —  —  —  —  (976,670)
Repayment of commercial paper (Note 17) —  —  (279,314) —  —  —  —  —  (279,314)
Repayment of lease liabilities (Note 17) —  —  —  (25,527) —  —  —  —  (25,527)
Dividend paid —  —  —  —  (24,213) —  —  —  (24,213)
Total changes from financing cash flows 123,109  (67,200) (70,136) (25,527) (24,213) —  1,080  —  (62,887)
Other changes
Liability-related
Amortization of transaction costs (Note 17) 4,926  865  —  —  —  —  —  —  5,791 
Amortization of above par issuance (Note 17) —  (57) —  —  —  —  —  —  (57)
Amortization of below par issuance (Note 17) —  28  —  —  —  —  —  —  28 
New leases (Note 17) —  —  —  14,060  —  —  —  —  14,060 
Interest expense (Note 6) —  —  8,809  1,237  —  —  —  —  10,046 
Translation differences (Note 17) —  —  (5,873) (142) —  —  —  —  (6,015)
Total liability-related other changes 4,926  836  2,936  15,155  —  —  —  —  23,853 
Total equity-related other changes (Note 15) —  —  —  —  —  30,180  —  205,836  236,016 
Balance at December 31, 2022 1,333,183  197,556  136,861  28,679  1,917,484  33,029  (163,024) 385,976  3,869,744 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Liabilities Equity
Loans and borrowings Other Notes Other borrowings Lease liabilities Share capital / premium Reserves Treasury shares Retained earnings Total
Balance at January 1, 2023 1,333,183  197,556  136,861  28,679  1,917,484  33,029  (163,024) 385,976  3,869,744 
Changes from financing cash flows
Proceeds from loans and borrowings (Note 17) 2,124,850  —  —  —  —  —  —  —  2,124,850 
Proceeds from issue of other borrowings (Note 17) —  —  569,277  —  —  —  —  —  569,277 
Proceeds from transfer of treasury shares (Note 15) —  —  —  —  —  —  —  —  — 
Repayment of sale and leaseback liability (Note 17) —  —  (96,006) —  —  —  —  —  (96,006)
Transaction costs related to loans and borrowings (Note 17) (13,761) —  (769) —  —  —  —  —  (14,530)
Repayment of borrowings (Note 17) (2,933,724) —  —  —  —  —  —  —  (2,933,724)
Repayment of commercial paper (Note 17) —  —  (458,272) —  —  —  —  —  (458,272)
Repayment of lease liabilities (Note 17) —  —  —  (21,942) —  —  —  —  (21,942)
Dividend paid —  —  —  —  (211,807) —  —  (418,733) (630,540)
Total changes from financing cash flows (822,635) —  14,230  (21,942) (211,807) —  —  (418,733) (1,460,887)
Other changes
Liability-related
Amortization of transaction costs (Note 17) 15,835  692  4  —  —  —  —  —  16,531 
Amortization of above par issuance (Note 17) —  (57) —  —  —  —  —  —  (57)
Amortization of below par issuance (Note 17) —  28  —  —  —  —  —  —  28 
New leases (Note 17) —  —  —  2,312  —  —  —  —  2,312 
Remeasurement (Note 17)
 —  —  —  27,158  —  —  —  —  27,158 
Interest expense (Note 6) —  —  9,423  631  —  —  —  —  10,054 
Translation differences (Note 17) —  —  2,609  18  —  —  —  —  2,627 
Other
 1,976  3,733  419  —  —  —  —  —  6,128 
Total liability-related other changes 17,811  4,396  12,455  30,119  —  —  —  —  64,781 
Total equity-related other changes (Note 15) —  —  —  —  —  (31,654) —  840,673  809,019 
Balance at December 31, 2023 528,359  201,952  163,546  36,856  1,705,677  1,375  (163,024) 807,916  3,282,657 
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 18 - Employee benefits
The amounts recognized in the balance sheet are as follows:
(in thousands of USD) December 31, 2023 December 31, 2022 December 31, 2021
NET LIABILITY AT BEGINNING OF PERIOD (1,635) (6,839) (7,987)
Recognized in profit or loss 140  2,594  (621)
Recognized in other comprehensive income (116) 942  1,453 
Foreign currency translation differences (57) 184  316 
Reclassification equity-settled LTIPs —  1,484  — 
NET LIABILITY AT END OF PERIOD (1,669) (1,635) (6,839)
Present value of funded obligation (5,330) (4,595) (4,865)
Fair value of plan assets 5,173  4,434  4,224 
  (157) (161) (641)
Present value of unfunded obligations (1,512) (1,474) (6,198)
NET LIABILITY (1,669) (1,635) (6,839)
Amounts in the balance sheet:
Liabilities (1,669) (1,635) (6,839)
Assets —  —  — 
NET LIABILITY (1,669) (1,635) (6,839)

Liability for defined benefit obligations

The Group makes contributions to three defined benefit plans that provide pension benefits for employees upon retirement. One plan - the Belgian plan - is fully insured through an insurance company. The second and third - French and Greek plans - are uninsured and unfunded. The unfunded obligations at December 31, 2021 also include provisions in respect of LTIP 2017, LTIP 2018, TBIP 2019, LTIP 2019 and LTIP 2020 (see Note 24). At December 31, 2022, the unfunded obligations related to LTIP 2020 and LTIP 2021 were reclassified to equity because these obligations are equity-settled incentive plans (see Note 24).

The Group expects to contribute the following amount to its defined benefit pension plans in 2024: $45,870.
The valuation used for the defined contribution plans is the Projected Unit Credit Cost as prescribed by IAS 19 R.

The Group expects to contribute the following amount to its defined contribution pension plans in 2024: $328,132.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023



Note 19 - Trade and other payables
(in thousands of USD) December 31, 2023 December 31, 2022
Derivatives 146  404 
Total non-current other payables 146  404 
Trade payables 42,032  24,696 
Accrued expenses 43,898  35,212 
Accrued payroll 2,724  2,121 
Dividends payable 16,301  547 
Accrued interest —  8,910 
Deferred income 17,355  17,542 
Other payables 1,703  1,441 
Total current trade and other payables 124,013  90,469 

The increase in trade payables is mainly due to a higher number of outstanding invoices related to two time charter agreements for the vessels Marlin Sardinia and Marlin Somerset, a higher number of outstanding invoices related to bunkers in connection with the vessels redelivered from the pool, and an increase in outstanding invoices from third party service providers.

The increase in accrued expenses as per December 31, 2023 compared to 2022 is mainly due to expenses related to vessels in drydock at year-end, time charter in hire on Marlin Sardinia and Marlin Somerset and an accrual related to severance pay on the Belgian flag vessels sold to Frontline.

The increase in dividends payable relates to the withholding tax payable at year-end on the dividend pay out for coupon 36.

The decrease in accrued interest is due to the change of presentation on instruments at amortized cost (loans, bonds, commercial paper) previously as accrued interest to a single line item on the instrument (see Note 17) as per December 31, 2023.

Deferred income relates to short term balances. The entire prior year balance was recognized in revenue in the current year, and the entire current year balance is expected to be recognized in 2024.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 20 - Financial instruments - Fair values and risk management

Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as trade and other receivables and payables.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

  Carrying amount Fair value
(in thousands of USD) Fair value - Hedging instruments Financial assets at amortized cost Other financial liabilities Total Level 1 Level 2 Level 3 Total
December 31, 2022
Financial assets measured at fair value
Forward exchange contracts (Note 11/13/17)
 1,309  —  —  1,309  —  1,309  —  1,309 
Interest rate swaps (Note 11/13/17)
 32,652  —  —  32,652  —  32,652  —  32,652 
33,961  —  —  33,961 
Financial assets not measured at fair value
Non-current receivables (Note 11) —  13,880  —  13,880  —  —  13,789  13,789 
Lease receivables (Note 11) —  2,854  —  2,854  —  2,268  —  2,268 
Trade and other receivables * (Note 13) —  325,592  —  325,592  —  —  —  — 
Cash and cash equivalents (Note 14) —  179,929  —  179,929  —  —  —  — 
  —  522,255  —  522,255 
Financial liabilities measured at fair value
Interest rate swaps (Note 19) 404  —  —  404  —  404  —  404 
404  —  —  404 
Financial liabilities not measured at fair value
Secured bank loans (Note 17) —  —  1,333,184  1,333,184  —  1,356,270  —  1,356,270 
Unsecured other notes (Note 17) —  —  197,556  197,556  194,480  —  —  194,480 
Other borrowings (Note 17) —  —  136,862  136,862  —  136,862  —  136,862 
Lease liabilities (Note 17) —  —  28,679  28,679  —  26,778  —  26,778 
Trade and other payables * (Note 19) —  —  72,878  72,878  —  —  —  — 
—  1,769,159  1,769,159 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

Carrying amount Fair value
Fair value - Hedging instruments Financial assets at amortized cost Other financial liabilities Total Level 1 Level 2 Level 3 Total
December 31, 2023
Financial assets measured at fair value
Forward exchange contracts (Note 13 and 17)
 1,515  —  —  1,515  —  1,515  —  1,515 
Interest rate swaps (Note 13)
 1,286  —  —  1,286  —  1,286  —  1,286 
2,801  —  —  2,801 
Financial assets not measured at fair value
Non-current receivables (Note 11) —  1,625  —  1,625  —  —  1,536  1,536 
Lease receivables (Note 11 and 13)
 —  2,854  —  2,854  —  2,268  —  2,268 
Trade and other receivables * (Note 13) —  279,775  —  279,775  —  —  —  — 
Cash and cash equivalents (Note 14) —  429,370  —  429,370  —  —  —  — 
—  713,624  —  713,624 
Financial liabilities measured at fair value
Interest rate swaps (Note 19) 146  —  —  146  —  146  —  146 
146  —  —  146 
Financial liabilities not measured at fair value
Secured bank loans (Note 17) —  —  528,359  528,359  —  540,096  —  540,096 
Unsecured other notes (Note 17) —  —  201,952  201,952  196,563  —  —  196,563 
Other borrowings (Note 17) —  —  163,546  163,546  —  164,261  —  164,261 
Lease liabilities (Note 17) —  —  36,856  36,856  —  33,359  —  33,359 
Trade and other payables * (Note 19) —  —  106,613  106,613  —  —  —  — 
—  —  1,037,326  1,037,326 
* Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 13), deferred income and VAT payables (included in other payables) (see Note 19), which are not financial assets (liabilities) are not included.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

Measurement of fair values
Valuation techniques and significant unobservable inputs
Level 1 fair value was determined based on the actual trading of the unsecured notes, due in 2026, and the trading price on December 31, 2023. The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
Financial instruments measured at fair value
Type
Valuation Techniques
Significant unobservable inputs
Forward exchange contracts
Forward pricing: the fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curve in the respective currencies.
Not applicable
Interest rate swaps
Swap models: the fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates.
Not applicable
Commodity derivatives Fair value is determined based on the present value of the quoted forward price. Not applicable
Financial instruments not measured at fair value
Type Valuation Techniques Significant unobservable inputs
Non-current receivables (consisting primarily of shareholders' loans)
 Discounted cash flow Discount rate and forecasted cash flows
Lease receivables Discounted cash flow Discount rate
Other financial liabilities (consisting of secured and unsecured bank loans and lease liabilities)
 Discounted cash flow Discount rate
Other financial notes (consisting of unsecured notes) List price Not applicable


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2022 and 2023.
Financial risk management
In the course of its normal business, the Group is exposed to the following risks:
•Credit risk
•Liquidity risk
•Market risk (Tanker market risk, interest rate risk, currency risk and commodity risk)
The Company's Supervisory Board has overall responsibility for the establishment and oversight of the Group's risk management framework. The Supervisory Board has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group's risk management policies. The Committee reports regularly to the Supervisory Board on its activities.
The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group's Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit and Risk Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.
Credit risk
Trade and other receivables
The Group has a formal credit policy. Credit evaluations - when necessary - are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. All trade and other receivables were with oil majors within the same industry but with a geographic spread and a different business focus. Based on past experience, and considering any forward-looking factors, there was only a small impact on doubtful amounts at year-end. Based on individual analyses, provisions for doubtful debtors were in line with 2022. In particular, the client representing 6% of the Tankers segment's total revenue in 2023 (see Note 2) only represented 4.23% of the total trade and other receivables at December 31, 2023 (2022: one client representing 1.17%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.
The ageing of current trade and other receivables is as follows:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

(in thousands of USD) 2023 2022
Not past due 266,613  320,823 
Past due 0-30 days 12,060  16,560 
Past due 31-365 days 26,781  26,820 
More than one year 1,656  2,585 
Total trade and other receivables 307,111  366,789 

Past due amounts are not credit impaired as collection is considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2023 55.14% (2022: 52.88%) of the total current trade and other receivables relate to TI Pool. TI Pool is paid after completion of the voyages and only deals with oil majors, national oil companies and other actors of the oil industry whose credit worthiness historically has been high. Amounts not past due are also with customers with high credit worthiness and are therefore not credit impaired.
Non-current receivables
Non-current receivables as at December 31, 2023 mainly consist of lease receivables and other non-current receivables. Non-current receivables as at December 31, 2022 mainly consist of derivatives which relate to the fair market value of Interest Rate Swaps (see Note 11).
Cash and cash equivalents
The Group held cash and cash equivalents of $429.4 million at December 31, 2023 (2022: $179.9 million). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P (see Note 14) and spread over different banks.
Derivatives
Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.
Guarantees
The Group's policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 30, 2019, the Group issued a guarantee to the buyer of the three VLCCs in relation to the sale and leaseback transaction (see Note 17) whereby the VLCCs were leased back in a subsidiary under a 54-months bareboat contract. At December 4, 2023, the Group issued a guarantee to the buyer of the Suezmax Cypres (2022 - 157,310 dwt) in relation to the sale and leaseback transaction (see Note 17) whereby the Suezmax was leased back in a subsidiary under a 14-year bareboat contract. At December 31, 2023, the guarantees towards TI Africa and TI Asia (for the full 100% due to the acquisition of the remaining 50%) were still outstanding but have not been called upon.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

The following are the remaining contractual maturities of financial liabilities:
  Contractual cash flows December 31, 2022
(in thousands of USD) Carrying Amount Total Less than 1 year Between 1 and 5 years More than 5 years
Non derivative financial liabilities          
Bank loans and other notes (Note 17) 1,530,739  1,819,230  278,311  1,349,384  191,534 
Other borrowings (Note 17) 136,862  154,292  73,330  80,962  — 
Lease liabilities (Note 17) 28,679  29,745  23,624  6,080  41 
Current trade and other payables * (Note 19) 72,878  72,878  72,878  —  — 
  1,769,158  2,076,144  448,144  1,436,426  191,575 
Derivative financial liabilities
Interest rate swaps (Note 19) 404  9  (1,359) 1,152  216 
  404  9  (1,359) 1,152  216 
  Contractual cash flows December 31, 2023
  Carrying Amount Total Less than 1 year Between 1 and 5 years More than 5 years
Non derivative financial liabilities          
Bank loans and other notes (Note 17) 730,311  837,126  217,328  587,681  32,117 
Other borrowings (Note 17) 163,546  214,641  99,058  40,363  75,220 
Lease liabilities (Note 17) 36,856  37,732  33,806  3,651  276 
Current trade and other payables * (Note 19) 106,613  106,613  106,613  —  — 
  1,037,326  1,196,112  456,805  631,694  107,613 
Derivative financial liabilities
Interest rate swaps (Note 19) 146  (9) (876) 797  70 
  146  (9) (876) 797  70 
* Deferred income and VAT payables (included in other payables) (see Note 19), which are not financial liabilities, are not included.
The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. For more details on these covenants, please see "capital management" below.
The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than stated above.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

Market risk
Managing interest rate benchmark reform and associated risks
Overview

A fundamental reform of major interest rate benchmarks is being undertaken globally, including the replacement of some interbank offered rates (IBORs) with alternative nearly risk-free rates (RFR) (referred to as ‘IBOR reform'). The Group had exposures to IBORs on its financial instruments that has been replaced or reformed as part of these market-wide initiatives. As at December 31, 2023 new financial instruments concluded during 2023 have an alternative reference rate for US dollar LIBOR which is the Secured Overnight Financing Rate (SOFR). In 2022, the Group did not undertake amendments to its existing financial instruments as at December 31, 2021 with contractual terms indexed to IBORs. As announced by the Financial Conduct Authority (FCA) in early 2022, the panel bank submissions for US dollar LIBOR ceased in mid-2023. The Group anticipates that IBOR reform impacts its risk management and hedge accounting. In addition, the FCA announced in early 2023 that the one-, three- and six-month synthetic US dollar LIBOR settings will cease on September 30, 2024.
Derivatives
The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities. Derivatives are initially measured at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, derivatives are remeasured at fair value, and changes therein are generally recognized in profit or loss. The group designated certain derivatives as hedging instruments to hedge the variability in cash flows. The Group entered into interest rate swaps and forward exchange contracts to hedge this risk (see Note 15).

The Group holds interest rate swaps which have floating legs that are indexed to USD SOFR. The Group's derivative instruments are governed by contracts based on the International Swaps and Derivatives Association (ISDA)'s master agreements.

As from 2022 onwards new transactions are based on the RFR approach using benchmark rate SOFR. This benchmark rate is quoted each day.

The Group's exposure to USD SOFR designated in hedging relationships is $93.6 million nominal amount at December 31, 2023 (see Note 15), representing the nominal amount of the four interest rate swaps maturing in 2030.

Hedge Accounting
The Group ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and apply a more qualitative and forward looking approach in assessing hedge effectiveness. On initial designation of the derivative as hedging instrument, the Group formally documents the economic relationship between the hedging instrument(s) and hedged item(s), including the risk management objective(s) and strategy for undertaking the hedge. The Group also documents the methods that will be used to assess the effectiveness of the hedging relationship and makes an assessment whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the cash flows
of the respective hedged items during the period for which the hedge is designated.

On an ongoing basis, the Group assesses whether the hedge relationship continues and is expected to continue to remain highly effective using retrospective and prospective quantitative and qualitative analysis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

Total amounts of unreformed contracts, including those with an appropriate fallback clause

As at December 31, 2023, all existing financial instruments are indexed to USD SOFR.

Tanker market risk
The spot tanker freight market is a highly volatile global market and the Group cannot predict what the market will be without significant uncertainty. The Group has a strategy of operating the majority of its fleet on the spot market but tries to keep a certain part of the fleet under fixed time charter contracts. The proportion of vessels operated on the spot vary according to the many factors affecting both the spot and fixed time charter contract markets.

Every increase (decrease) of $1,000 on the spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by the amounts shown below:
(effect in thousands of USD) 2023 2022 2021
Profit or loss Profit or loss Profit or loss
$1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Increase Decrease Increase Decrease Increase Decrease
20,252  (20,252) 21,348  (21,348) 21,270  (21,270)
Interest rate risk
Euronav interest rate management general policy is to borrow at floating interest rates based on SOFR plus a margin. The Euronav Corporate Treasury Department monitors the Group's interest rate exposure on a regular basis. From time to time and under the responsibility of the Chief Financial Officer, different strategies to reduce the risk associated with fluctuations in interest rates can be proposed to the Supervisory Board for their approval. The Group hedges part of its exposure to changes in interest rates on borrowings. All borrowings contracted for the financing of vessels are on the basis of a floating interest rate, increased by a margin. On a regular basis the Group may use interest rate related derivatives (interest rate swaps, caps and floors) to achieve an appropriate mix of fixed and floating rate exposure as defined by the Group. On December 31, 2023 and December 31, 2022, the Group had such instruments in place and approximately 17% and 46% of the floating interest rates have been hedged, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:
(in thousands of USD) 2023 2022
FIXED RATE INSTRUMENTS    
Financial assets 850  850 
Financial liabilities 238,808  312,434 
239,658  313,284 
VARIABLE RATE INSTRUMENTS
Financial liabilities 691,905  1,383,847 
  691,905  1,383,847 

Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss nor equity as of that date.
Cash flow sensitivity analysis for variable rate instruments
A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

  Profit or Loss Equity
  50 BP 50 BP 50 BP 50 BP
(effect in thousands of USD) Increase Decrease Increase Decrease
December 31, 2021        
Variable rate instruments (6,606) 2,133  —  — 
Interest rate swaps —  —  4,594  (4,222)
Cash Flow Sensitivity (Net) (6,606) 2,133  4,594  (4,222)
December 31, 2022        
Variable rate instruments (7,784) 6,466  —  — 
Interest rate swaps —  —  4,710  (6,839)
Cash Flow Sensitivity (Net) (7,784) 6,466  4,710  (6,839)
December 31, 2023        
Variable rate instruments (7,130) 7,129  —  — 
Interest rate swaps —  —  1,376  (1,376)
Cash Flow Sensitivity (Net) (7,130) 7,129  1,376  (1,376)
Currency risk
The Group policy is to monitor its material non-functional currency transaction exposure so as to allow for natural coverage (revenues in the same currency than the expenses) whenever possible. When natural coverage is not deemed reasonably possible (for example for long term commitments), the Company manages its material non-functional currency transaction exposure on a case-by-case basis, either by entering into spot foreign currency transactions, foreign exchange forward, swap or option contracts.

The Group's exposure to currency risk is related to its operating expenses expressed in Euros and to Treasury Notes denominated in Euros. In 2023 about 19.1% (2022: 15.4% and 2021: 13.9%) of the Group's total operating expenses were incurred in Euros. Revenue and borrowings are expressed in USD only, except for instruments issued under the Treasury Notes Program (Note 17).
(in thousands of USD) December 31, 2023 December 31, 2022 December 31, 2021
EUR USD EUR USD EUR USD
Trade payables (5,888) (36,144) (6,653) (18,043) (5,680) (20,332)
Operating expenses (122,878) (538,317) (103,339) (568,357) (101,039) (625,627)
Treasury Notes (87,106) (700) (50,664) —  (104,006) — 
For the average and closing rates applied during the year, we refer to Note 27.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

Sensitivity analysis
A 10 percent strengthening of the EUR against the USD at December 31, would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
(in thousands of USD) 2023 2022 2021
Equity 607  648  683 
Profit or loss (13,356) (10,994) (9,573)
A 10 percent weakening of the EUR against the USD at December 31, would have had the equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant.
Cash flow hedges
At December 31, 2023, the Group held the following instruments to hedge exposures to changes in interest rates:
Maturity
(in thousands of USD)
 1-6 months 6-12 months More than 1 year
Interest rate risk
Interest rate swaps
Net exposure (22,916) (18,039) (50,392)
Average fixed interest rate 3.26  % 3.26  % 3.26  %

At December 31, 2022, the Group held the following instruments to hedge exposures to changes in interest rates:
Maturity
(in thousands of USD)
 1-6 months 6-12 months More than 1 year
Interest rate risk
Interest rate swaps
Net exposure (41,048) (38,879) (167,966)
Average fixed interest rate 1.42  % 1.41  % 1.40  %

The Group entered on August 22, 2022 into four Fx Swaps to hedge 20% of the short position for 2023 and entered into several Fx Swap transactions during the first half 2023. These Fx Swaps are used to hedge the risk related to the fluctuation of EUR/USD. All these hedges matured in 2023.

The amounts at the reporting date relating to items designated as hedged items were as follows:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

December 31, 2023 December 31, 2022
(in thousands of USD)
 Change in value used for calculating hedge ineffectiveness
Recycled into P&L
 Cash flow hedge reserve Change in value used for calculating hedge ineffectiveness Cash flow hedge reserve
Interest rate risk
Variable-rate instruments 6,164  24,717  1,140  (29,159) 32,021 
Cap option —  —  —  (466) — 
Fx rate risk
Fx Swaps
 —  1,032  —  (1,032) 1,032 

The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows:
2023
During the period 2023
(in thousands of USD)
 Nominal amount Carrying amount - Assets Carrying amount - Liabilities Line item in the statement of financial position where the hedging instrument is included Changes in the value of the hedging instrument recognized in OCI
Recycled into P&L
 Hedge ineffectiveness recognized in profit or loss Line item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps 93,607  1,286  146  Trade and other current receivables, Non-current other payables (6,164) (24,717) 37  Finance expenses
Fx rate risk
Fx Swaps
 —  —  —  Trade and other current receivables —  (1,032) —  Finance expenses
    
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

2022
During the period 2022
(in thousands of USD)
 Nominal amount Carrying amount - Assets Carrying amount - Liabilities Line item in the statement of financial position where the hedging instrument is included Changes in the value of the hedging instrument recognized in OCI Hedge ineffectiveness recognized in profit or loss Line item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps 518,133  32,929  404  Non-current receivables, Trade and other current receivables, Trade and other current payables 29,159  (507) Finance expenses
Cap options —  —  —  Trade and other receivables 466  —  Finance expenses
Fx rate risk
Fx swaps 18,398  1,032  —  Trade and other current receivables 1,032  —  Finance expenses
During 2023 the hedges which were unwound, were classified from hedging reserve to profit or loss for a total amount of $24.7 million. During 2022, no amounts were reclassified from hedging reserve to profit or loss.

The following table provides a reconciliation by risk category of components of equity and analysis of OCI items, net of tax, resulting from cash flow hedge accounting:
(in thousands of USD)
 Hedging reserve
Balance at January 1, 2023 33,053 
Cash flow hedges
Change in fair value interest rate risk
 (6,164)
Recycled into P&L
 (25,749)
Change in fair value fx risk
 — 
Balance at December 31, 2023 1,140 
Balance at January 1, 2022 2,396 
Cash flow hedges
Change in fair value interest rate risk
 29,625 
Change in fair value fx risk
 1,032 
Balance at December 31, 2022 33,053 
Master netting or similar agreements
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

Capital management
The Company considers equity (Note 15) and borrowings (Note 17) to be capital, and manages it as follows.
Euronav is continuously seeking to optimize its capital structure (mix between debt and equity). The main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group's other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group's subsidiaries in the various countries, the Group is also subject to covenants in relation to some of its senior secured credit facilities:
•an amount of current assets that, on a consolidated basis, exceeds current liabilities. Current assets may include undrawn amounts of any committed revolving credit facilities and credit lines having a maturity of more than one year;
•an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of the Group's total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
•an amount of cash of at least $30.0 million; and
•a ratio of Stockholders' Equity to Total Assets of at least 30%
In connection to the senior secured FSO loan of $150 million, the facility contains a specific covenant whereby each borrower need to ensure that its financial position shall at all times during the Security Period be such that the Debt Service Cover Ratio in respect of it shall be equal or higher than 1.1x.
Further, the Group's loan facilities generally include an asset protection clause whereby the fair market value of collateral vessels should be at least 125% of the aggregate principal amount outstanding under the respective loan.
All existing financing arrangements, including the bonds, contain a change of control clause (COC), which is triggered if a shareholder would acquire 50%+1 of the shares or voting rights in Euronav. In certain existing financing arrangements (e.g., €80,000,000 facility agreement) the threshold would be 30%+1 of the shares or voting rights in Euronav.
On October 9, 2023 it was announced that two reference shareholders, CMB NV and Frontline plc/Famatown Finance Limited, had reached an agreement on a transaction involving the Company that would make an end to the deadlock arising from their differences over strategy (see Note 17).
The transaction comprised three interdependent agreements:
• CMB to acquire Frontline's 26.12% stake in the Company for $18.43 per share;
• Frontline to acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion;
• The Company's pending arbitration action against Frontline and affiliates to be terminated.

The transaction was effected on November 22, 2023 when CMB NV, after acquiring the shares of Frontline plc/Famatown Finance Limited, owned 49.05% of the company's issued shares (representing 53% of the voting rights in Euronav). The transaction did not trigger the change of control in the financing agreements because Saverco, which is the holding company of CMB NV is a permitted holder in the change of control clauses in the respective financing agreements, including the senior unsecured $200 million bond where no put-option event was triggered. Under the bond, the occurrence of a CoC by a person or group of persons acting in concert other than Saverco or Victrix would trigger a put option event, allowing each bondholder to require that Euronav Luxembourg SA (Euronav Luxembourg) purchases all or some of the bonds held by that bondholder at a price equal to 101% per cent of the nominal amount (i.e., at a premium of 1%).
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Table of contents                                EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

The credit facilities discussed above also contain restrictions and undertakings which may limit the Group and the Group's subsidiaries' ability to, among other things:
•effect changes in management of the Group's vessels;
•transfer or sell or otherwise dispose of all or a substantial portion of the Group's assets;
•declare and pay dividends; and
•incur additional indebtedness.
A violation of any of these financial covenants or operating restrictions contained in the credit facilities may constitute an event of default under these credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by the Group's lenders, provides them with the right to, among other things, require the Group to post additional collateral, enhance equity and liquidity, increase interest payments, pay down indebtedness to a level where the Group is in compliance with loan covenants, sell vessels in the fleet, reclassify indebtedness as current liabilities and accelerate indebtedness and foreclose liens on the vessels and the other assets securing the credit facilities, which would impair the Group's ability to continue to conduct business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would
adversely affect our ability to conduct our business.

As of December 31, 2023, December 31, 2022 and December 31, 2021, the Group was in compliance with all of the covenants contained in the debt agreements. With respect to the quantitative covenants as of December 31, 2023, as described above:
1.current assets on a consolidated basis (including available credit lines of $813.4 million) exceeded current liabilities by $2,020.4 million,
2.aggregated cash was $1,242.8 million,
3.cash was $429.4 million and
4.ratio of Stockholders' Equity to Total Assets was 68.9%.
The previous dividend policy targeted each quarter, applicable as of the first quarter 2020, to return 80% of the net income (including the fixed element of $3 cents per quarter) to shareholders. This return to shareholders would primarily be in the form of a cash dividend and the Company always looked at share buyback as an alternative if it believed more value could be created for shareholders. The calculation did not include capital gains (reserved for fleet renewal) but included capital losses and the policy was at all times subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements. On the Supervisory Board meeting on December 5, 2023, the Board decided to amend the dividend policy to a full discretionary dividend policy as it believes this approach offers the required flexibility to manage the Company in light of its new strategy.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 20 - Financial instruments - Fair values and risk management (Continued)

The new dividend policy is applicable from the next dividend payment decision.

As part of its capital allocation strategy, Euronav has the option of buying its own shares back should the Supervisory Board and Management Board believe that there is a substantial value disconnect between the share price and the real value of the Company. This return of capital is in addition to the fixed dividend of $0.12 per share paid each year. During 2023, Euronav transferred 450,465 shares to members of the Management Board in accordance with the Long Term Incentive Plan 2020, Long Term Incentive Plan 2021, Long Term Incentive Plan 2022 and Long Term Incentive Plan 2023. The Company owned 17,790,716 own shares (8.09% of the total outstanding shares) at year-end.  

Commodity risk
The Group has been purchasing compliant bunker fuel for future consumption by its vessels. In order to fix the price of the fuel bought the Company has used swaps and futures to hedge the risk between decision of buying the fuel and receiving and paying the cargo. These swaps and futures were designated as cash flow hedges of the variability in the price of bunker between the order date and the fixing date. At year-end, all fuel was received. The Group remains exposed to the risk of decrease in bunker fuel on the spot market below the weighted average purchase price.




F-84
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 21 - Leases
Leases as lessee
For the four bareboat charters for the vessels Nautilus, Nucleus, Neptun and Navarin, the Group recognized a right-of-use asset and lease liability which was the present value at January 1, 2019 of the future lease payments. The right-of-use asset, on January 1, 2019, was measured based on the transition option to align the value of the right of use asset to that of the lease liability. The right-of-use asset was adjusted for the effect of a previously deferred gain on the sale and leaseback of these vessels and was depreciated over the remaining lease term till December 15, 2021.
Under these leaseback agreements there was a seller's credit of $4.5 million of the sale price that became immediately due and payable by the owners upon sale of the vessel during the charter period and shall be paid out of the sales proceeds. It also became due to the extent of 50% of the (positive) difference between the fair market value of the vessels at the end of the leaseback agreements and $17.5 million (for the oldest VLCC) or $19.5 million (for the other vessels). As the first vessel (Nautilus) was redelivered on December 15, 2021, $4.5 million was recognized in the fourth quarter of 2021 in profit or loss, whereas the remaining $13.5 million for the other three vessels were recognized in the first quarter of 2022 at the moment of redelivery.
Furthermore, the Group provided a residual guarantee to the owners in the aggregate amount of up to $20.0 million in total at the time of redelivery of the four vessels. The parties also agreed a profit split, if a vessel was sold at charter expiry they shall share the net proceeds of the sale, 75% for owners and 25% for charterers, between $26.5 million and $32.5 million (for the oldest VLCC) or between $28.5 million and $34.5 million (for the other vessels). This residual guarantee and profit split were not applicable at the moment of redelivery of the vessels.
On October 27, 2020 and November 6, 2020, the Company entered into a time charter agreement for two Suezmaxes. The two Suezmaxes are the Marlin Sardinia (2019 - 156,607) and the Marlin Somerset (2019 - 156,620). The time charter contracts have a duration of 24-months with an option for an additional 12 months, which should be declared no later than 20 months after delivery, at a rate of $25,000 per day per vessel for the firm 24-months period and $26,500 per day per vessel for the optional 12-months period. Owners have a right to sell the vessel during the firm and optional period of the charter and transfer the remaining charter to the new owners by way of novation agreement. In accordance with IFRS, the Group recognized a right-of-use asset and lease liability. On June 24, 2022, Euronav has declared the options to extend the time charter agreement for the two Suezmaxes with an additional 12 months. This resulted in the recognition of an additional right-of-use asset and lease liability (see Note 8 and 17). In the fourth quarter of 2023 the vessels were redelivered.

On February 23, 2021, the Company entered into a sale and leaseback agreement for the VLCC Newton (2009 – 307,284) with Taiping & Sinopec Financial Leasing Ltd Co. The vessel was sold for a net sale price of $35.4 million. The Company has leased back the vessel under a 36-months bareboat contract at an average rate of $22,500 per day. In accordance with IFRS, the Group recognized a right-of-use asset and lease liability (see Note 8 and Note 17). During the fourth quarter of 2023, the Company has sent a notification letter to exercise the purchase option of $30.0 million and vessel has been delivered on January 22, 2024.

The future lease payments for these leaseback agreements are as follows:
(in thousands of USD) December 31, 2023 December 31, 2022
Less than 1 year 30,495  25,955 
Between 1 and 5 years —  1,170 
Total future lease payments 30,495  27,125 

For the office leases in Belgium, France, Greece, Hong Kong, Singapore, UK and US, which have an average lease term till November 2025, the Group recognized a right-of-use asset and lease liability. The right-of-use asset was adjusted by the practical expedient impairment assessment based on the onerous contract analysis option. The right-of-use asset related to office leases was reduced by the lease receivable related to subleases that qualify as finance lease under IFRS 16.

The Group used the short-term lease exemption for all the lease contracts with a remaining lease term of less than one year. Accordingly, those lease payments were recognized as an expense.

Information about leases for which the Group is a lessee is presented below.



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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 21 - Leases (Continued)

Right-of-use assets
(in thousands of USD) Bareboats Time charters Office rental Company cars Total
Balance at January 1, 2022 15,792  10,358  2,306  545  29,001 
Additions to right-of-use assets —  13,597  408  55  14,060 
Depreciation charge for the year (7,371) (12,874) (1,022) (242) (21,509)
Translation differences —  —  (52) (7) (59)
Balance at December 31, 2022 8,421  11,081  1,640  351  21,493 

(in thousands of USD) Bareboats Time charters Office rental Company cars Total
Balance at January 1, 2023 8,421  11,081  1,640  351  21,493 
Additions to right-of-use assets —  —  2,312  —  2,312 
Depreciation charge for the year (7,371) (9,438) (1,018) (212) (18,040)
Derecognition of right-of-use assets —  —  (445) —  (445)
Remeasurement
 29,245  (1,642) —  —  27,603 
Translation differences —  —  11  2  13 
Balance at December 31, 2023 30,295  —  2,499  141  32,936 

Amounts recognized in profit or loss
(in thousands of USD) 2023 2022
Interest on lease liabilities (631) (1,237)
Depreciation right-of-use assets (18,040) (21,509)
Low-value leases (451) (173)

Amounts recognized in statement of cash flows
(in thousands of USD) 2023 2022
Total cash outflow for leases (21,942) (25,527)
Total cash inflow for leases 1,706  2,036 

Extension options

On June 24, 2022, Euronav declared the options to extend the time charter agreement for the two Suezmaxes Marlin Sardinia and Marlin Somerset with an additional 12 months. These Suezmaxes have been redelivered in the fourth quarter of 2023. At December 31, 2023, there were no material extension options in the property leases which could be exercised by the Group.

Leases as lessor
As a lessor the Group leases out some of its vessels under long-term time charter agreements.

The future undiscounted lease payments to be received for these lease agreements are as follows:
(in thousands of USD) December 31, 2023 December 31, 2022
Less than one year 162,100  121,978 
Between one and five years 300,183  326,228 
More than five years 241,383  306,505 
Total future lease receivables 703,666  754,710 


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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 21 - Leases (Continued)
For certain vessels employed under long-term time charter agreements, the adoption of IFRS 16 required the Group to separate the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-lease component accounted for under IFRS 15.

(in thousands of USD) 2023 2022
Lease component of revenue from time charter-out
 457,750  487,686 
Non-lease component of revenue from time charter-out
 245,916  267,024 
Total future lease receivables
 703,666  754,710 

On some of the above mentioned vessels the Group has granted the option to extend the charter period. These option periods have not been taken into account when calculating the future minimum lease receivables.

Vessels employed by the TI Pool do not meet the definition of a lease under IFRS 16 and accordingly revenue generated in the Pool is accounted for under IFRS 15 Revenue from Contracts with Customers.

Further the Group subleases office space to third parties in certain leased offices of Euronav UK and Euronav MI II Inc (formerly Gener8 Maritime Inc.). The Group recognized at January 1, 2019 $11.4 million lease receivables related to sublease agreements that qualify as finance lease. The sublease of the office of Euronav UK ended April 30, 2023.

The following table sets out a maturity analysis of the lease receivables related to the subleased office space, showing the undiscounted sublease payments to be received after the reporting date.
(in thousands of USD) December 31, 2023 December 31, 2022
Less than 1 year 1,689  1,869 
One to two years 1,285  1,689 
Two to three years —  1,285 
Total undiscounted lease receivables 2,974  4,843 

F-87
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 22 - Provisions and contingencies
(in thousands of USD)
 Onerous contract Total
Balance at January 1, 2022 1,154  1,154 
Provisions used during the year (261) (261)
Balance at December 31, 2022 892  892 
Non-current 597  597 
Current 295  295 
Total 892  892 
Balance at January 1, 2023 892  892 
Provisions used during the year (294) (294)
Balance at December 31, 2023 598  598 
Non-current 274  274 
Current 324  324 
Total 598  598 

In 2004, Gener8 Maritime Subsidiary II Inc. entered into a non-cancellable lease for office space. This lease started on December 1, 2004 and would have expired on September 30, 2020. On July 14, 2015 this lease was extended for an additional five years until September 30, 2025. The facilities have been sub-let starting on December 1, 2018 for the remaining lease term, but changes in market conditions have meant that the rental income is lower than the rental expense. The obligation for the future payments, net of expected rental income, has been provided for.

The Group was involved in a litigation. The claim was submitted on January 15, 2021 by Unicredit Bank in London with the High Court of Justice of England and Wales. The claim related to an alleged misdelivery of 101,809 metric tons of low sulfur fuel oil that was transported by the Suezmax vessel, Sienna. The case went to Trial in London in March 2022 and judgement was handed down in April 2022. Euronav were successful in defending the claims which were dismissed with costs awarded to Euronav. Unicredit however filed an application and received permission to appeal the decision of the Commercial Court judge, Mrs Justice Moulder. The Court of Appeal hearing took place on March 28 and 29, 2023. Euronav again was successful in defending the claims which were dismissed. Unicredit filed an application but was not granted permission to take the case to the Supreme Court, which ended the file.

The Group is currently involved in a litigation. RMK Maritime (RMK) has commenced legal proceedings in the London High Court against Euronav seeking $12,993,720 in damages in relation to unpaid advisory services provided by RMK to Euronav concerning its merger with Gener8 in 2016 and 2017. RMK are trying to argue that they are entitled to additional compensation beyond the sums they agreed to accept in a written Advisory Agreement. RMK issued the legal proceedings on September 30, 2022, Euronav's defense was served on December 29, 2022 and the hearing is scheduled for May 2025. Management believes that RMK faces a heavy burden to persuade a Court that they should be entitled to additional remuneration in view of the clear terms of the written Advisory Agreement. Based on an external legal advice, management believes that it has strong arguments that the risk of an outflow is less than probable and therefore no provision is recognized.

Euronav Shipping NV entered on March 20, 2023, a storage contract with Silk Straits.SDN BHD ("Silk Straits"). Pursuant to a back-to-back agreement, Silk Straits has sublet some cargo tanks to Black Swan Petroleum DMCC ("Black Swan"). Black Swan loaded a cargo, purportedly being of Iraqi origin ("the Oil"), using MT ABYSS. Euronav received notice from United Against Nuclear Iran that the Oil was alleged from Iranian origin and therefore in breach of US sanctions. Euronav cooperated with the Department of Justice of the US ("DOJ") which resulted in the delivery of the Oil to the US. Black Swan started proceedings against Euronav in Malaysia for misdelivery of the cargo. As security, they arrested Oceania and to release the vessel, Euronav has posted a cash security ($45,711,840) with the Malaysian Court in January, 2024. The cash security equals the claimed amount from Black Swan and was required to lift the arrest of the vessel. Euronav started arbitration proceedings against Black Swan in London. Euronav has also commenced arbitration proceedings against Silk Straits. The proceedings are at an early stage and therefore management decided no provision is to be recognized for now.

Furthermore, the Group is involved in a number of disputes in connection with its day-to-day activities, both as claimant and defendant. Such disputes and the associated expenses of legal representation are covered by insurance. Moreover, they are not of a magnitude that lies outside the ordinary, and their scope is not of such a nature that they could jeopardize the Group's financial position.
F-88
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 23 - Related parties
Identity of related parties
The Group has a related party relationship with its shareholders, subsidiaries (see Note 25) and equity-accounted investees (see Note 26) and with its directors and executive officers (see Note 24).
Shareholders
The shareholders in Euronav changed during the year 2023. On October 9, 2023, the Company announced that its two reference shareholders, CMB NV ("CMB") and Frontline plc / Famatown Finance Limited ("Frontline"), have reached an agreement on a transaction involving the Company that puts an end to the deadlock arising from their differences over strategy, while offering other shareholders the opportunity to realise cash value for their investment (see Note 1, 3, 8, 17 and 24). At December 31, 2023, Euronav has one major shareholder CMB, owning 49.05% of the equity representing 53.0% of the voting rights, with Saverco as its ultimate parent. Both parties are considered as related.

The Audit and Risk Committee has reviewed the transactions with both related parties:

a.For CMB we refer to:
i.Fuel swap: Euronav has obtained a ruling to include bunker fuel stored by the company (Note 12) under the tonnage tax regime. This ruling also allows the execution of physical swaps, currently executed with CMB since 2019. The swap agreement was extended to CMB NV, Bocimar International NV and Bocimar Hong Kong Ltd. In the course of 2023, a total of 19,894 metric tons (2022: 23,537 metric tons and 2021: 44,451 metric tons) of compliant bunker fuel oil was swapped with these parties.
ii.The Group leases office space in Belgium from Reslea N.V., an entity jointly controlled by CMB. Under this lease, the Group paid an annual rent of $334,692.5 in 2023 (2022: $419,526 and 2021: $356,729). This lease expires on August 31, 2024.
b.For Famatown / Hemen / Frontline: Euronav has entered into a time charter agreement for two Suezmaxes in the fourth quarter of 2020 (see Note 21). The charter party is Trafigura whereas vessels have been bought in the meanwhile by the Fredriksen Group. Contract matured in the fourth quarter of 2023.

Transactions with key management personnel
The total amount of the remuneration paid in local currency to all non-executive directors for their services as members of the board and committees (if applicable) is as follows:
(in thousands of EUR) 2023 2022 2021
Total remuneration 1,441  977  977 
The Nomination and Remuneration Committee annually reviews the remuneration of the members of the Management Board. The remuneration (excluding the CEO) consists of a fixed and a variable component and can be summarized as follows:
(in thousands of EUR) 2023 2022 2021
Total fixed remuneration 2,456  2,724  2,068 
of which
Cost of pension 24  28  28 
Other benefits —  810  — 
Total variable remuneration 8,500  7,320  1,606 
of which
Share-based payments 3,218  5,757  911 
Termination benefits
 3,642  —  — 
All amounts mentioned refer to the Management Board in its official composition throughout 2023.
The remuneration of the CEO can be summarized as follows:
F-89
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 23 - Related parties (Continued)
(in thousands of EUR) 2023 2022 2021
Total fixed remuneration 471  624  624 
of which
Cost of pension —  —  — 
Other benefits —  —  — 
Total variable remuneration 4,163  3,628  903 
of which
Share-based payments 1,811  2,966  568 
Termination benefits
 1,690  —  — 

On February 12, 2015, the Board of Directors (as of February 2020 Supervisory Board) granted 236,590 options and 65,433 restricted stock units within the framework of a long term incentive plan. Vested stock options may be exercised until 13 years after the grant date. As of December 31, 2023, all stock options and all RSUs were exercised (see Note 15 and 24). On February 9, 2017, the Board of Directors (as of February 2020 Supervisory Board) granted 66,449 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary, one-third was vested on the third anniversary and one-third was vested on the fourth anniversary (see Note 15 and 24). On February 16, 2018, the Board of Directors (as of February 2020 Supervisory Board) granted 154,432 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary, one-third was vested on the third anniversary and one-third was vested on the fourth anniversary (see Note 15 and 24). On January 8, 2019, the Board of Directors (as of February 2020 Supervisory Board) granted 1,200,000 phantom stock units within the framework of a transaction based incentive plan (TBIP). After the resignation of the former CEO, 400,000 phantom stock units were waived. The first tranche of 12% was vested in the first quarter of 2020. The second tranche of 19% was vested in the second quarter of 2022, the third and fourth tranche of 25% and 44% were vested in the third quarter of 2022. The contractual term of the TBIP offer is 5 years. A first tranche of 12% of the total number of phantom stock units vests on the date on which the Fair Market Value (FMV) reaches USD 12 (decreased with the amount of dividend paid since grant, if any). A second tranche (16%) vests on the date the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any), a third tranche (25%) vests on the date the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the final tranche (44%) vests on the date the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any) (see Note 15 and 24). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date.

On April 1, 2019, the Board of Directors (as of February 2020 Supervisory Board) granted 152,346 restricted stock units within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. During 2022, 105,626 RSUs were vested which have been transferred to the beneficiaries out of treasury shares. On April 1, 2020, the Supervisory Board granted 144,392 restricted stock units within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2020) and will be settled in shares. As of December 31, 2023, 88,127 RSUs were vested which have been transferred to the beneficiaries out of treasury shares. On April 1, 2021, the Supervisory Board granted 193,387 RSUs within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2021) and will be settled in shares. As of December 31, 2023, 131,529 RSUs were vested consisting of 64,414 RSUs which were vested at the first anniversary date, 14,530 at the second anniversary date and 52,585 RSUs were vested on November 22, 2023 due to the change of control whereby CMB acquired the voting rights of Frontline and owns 49.05% of the voting rights. In total 131,529 RSUs have been transferred to the beneficiaries out of treasury shares. On April 1, 2022, the Supervisory Board granted 163,022 RSUs within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2022) and will be settled in shares. As of December 31, 2023, 110,730 RSUs were vested consisting of 12,203 RSUs which were vested at the first anniversary date and 98,527 RSUs were vested on November 22, 2023 due to the change of control whereby CMB acquired the voting rights of Frontline and owns 49.05% of the voting rights. In total 110,730 RSUs have been transferred to the beneficiaries out of treasury shares. On April 1, 2023, the Supervisory Board granted 120,079 RSUs within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2023) and will be settled in shares. As of December 31, 2023, all RSUs were vested due to the change of control whereby CMB acquired the voting rights of Frontline and owns 49.05% of the voting rights.
F-90
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 23 - Related parties (Continued)
All RSUs have been transferred to the beneficiaries out of treasury shares.

Properties
The Company subleases office space in its London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated September 25, 2014, with Tankers (UK) Agencies Limited, a 50-50 joint venture with International Seaways. Under this sublease, the Company received in 2023 a rent of $66,677 (2022: $216,040 and 2021: $235,205). This sublease expired on April 27, 2023.
Transactions with subsidiaries and joint ventures
The Group has supplied funds in the form of shareholder's advances to some of its joint ventures at pre-agreed conditions (see below and Note 26).
On November 19, 2019, the Group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture acquired one Suezmax vessel. The JVs, Bari Shipholding Ltd and Bastia Shipholding Ltd, entered into various agreements including a secured term loan for $36.7 million and revolving credit for $3.0 million with Euronav Hong Kong as lender, a commercial management service with Euronav NV and a technical management service with Ridgebury.
On March 24, 2022, the Suezmax Bari was sold for $21.5 million. A capital gain on the sale of $3.3 million (Euronav's share) was recorded in the joint venture company. The vessel was delivered to her new owners during the second quarter of 2022. Following this sale, the shareholders loan to Bari Shipholding Ltd. was repaid and the remaining amount was written-off.
Balances and transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of outstanding balances and transactions between the Group and its joint ventures are disclosed below:

As of and for the year ended December 31, 2022      
(in thousands of USD) Trade receivables Trade payables Shareholders Loan Turnover Dividend Income
TI Africa Ltd —  58  —  162  — 
TI Asia Ltd —  —  —  162  1,000 
Bari Shipholding Ltd 14  —  850  —  — 
Bastia Shipholding Ltd —  —  —  —  150 
Tankers Agencies (UK) Ltd —  125  —  —  1,871 
Total 14  183  850  324  3,021 
As of and for the year ended December 31, 2023
(in thousands of USD) Trade receivables Trade payables Shareholders Loan Turnover Dividend Income
Bari Shipholding Ltd 46  —  850  —  — 
Bastia Shipholding Ltd —  —  —  —  150 
Tankers Agencies (UK) Ltd —  103  —  —  — 
Total 46  103  850  —  150 


F-91
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 24 - Share-based payment arrangements
Description of share-based payment arrangements:
During 2023, the Group had the following share-based payment arrangements:
Long term incentive plan 2015 (Equity-settled)
The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2015 a long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years at anniversary date and 60% in the form of restricted stock units (RSUs) which will be paid out in cash, with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSUs were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of €10.0475 and are equity-settled. All stock options were settled in 2022, all RSUs were exercised in 2018. The total employee benefit expense recognized in the consolidated statement of profit or loss during 2023 with respect to the LTIP 2015 was $0 thousand (2022: expense of $1.8 million and 2021: $0 thousand).
Long term incentive plan 2017 (Cash-settled)
The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017 and one-third was vested on the second anniversary and one-third on the third anniversary and one-third on the fourth anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2023, no phantom stocks were outstanding. The LTIP 2017 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2017, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the consolidated statement of profit or loss during 2023 was $0 thousand (2022: income of $0 thousand and 2021: income of $0.2 million).

Long term incentive plan 2018 (Cash-settled)
The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018 and one-third was vested on the second anniversary and one-third on the third anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2023, no phantom stocks were outstanding. The LTIP 2018 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2018, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the consolidated statement of profit or loss during 2023 was $0.0 million (2022: income of $0.6 million and 2021: income of $0.2 million).

Transaction Based Incentive Plan 2019 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 a transaction-based incentive plan (TBIP) for key management personnel. Under the terms of this TBIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value (FMV) of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. The vesting and settlement of the TBIP is spread over a time frame of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the FMV reaches $12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches $14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches $16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches $18 (decreased with the amount of dividend paid since grant, if any).
F-92
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 24 - Share-based payment arrangements (Continued)
In total a number of 1,200,000 phantom stock units were granted on January 8, 2019. The first tranche of 12% was vested in the first quarter of 2020. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. The second tranche of 19% was vested in the second quarter of 2022, the third and fourth tranche of 25% and 44% were vested in the third quarter of 2022. As of December 31, 2023, no phantom stocks were outstanding. The TBIP 2019 qualifies as a cash-settled share-based payment transaction as the Company receives services from the participants and incur an obligation to settle the transaction in cash. The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $$0 thousand (2022: expense of $7.4 million and 2021: expense of $1.0 million).

Long term incentive plan 2019 (Equity-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. In total 152,346 RSUs were granted on April 1, 2019. During 2022, 105,626 RSUs were vested which have been transferred to the beneficiaries out of treasury shares. The compensation income recognized in the consolidated statement of profit or loss during 2023 was $0.0 million (2022: income of $0.6 million and 2021: expense of $0.4 million).

Long term incentive plan 2020 (Equity-settled)

The Group's Supervisory Board has implemented in 2020 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2020) and will be settled in shares. In total 144,392 RSUs were granted on April 1, 2020. As of December 31, 2023, 88,127 RSUs were vested, which have been transferred to the beneficiaries out of treasury shares. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $0.2 million (2022: expense of $0.4 million and 2021: expense of $0.3 million).

Long term incentive plan 2021 (Equity-settled)

The Group's Supervisory Board has implemented in 2021 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2021) and will be settled in shares. In total 193,387 RSUs were granted on April 1, 2021. As of December 31, 2023, 131,529 RSUs were vested consisting of 64,414 RSUs which were vested at the first anniversary date, 14,530 at the second anniversary date and 52,585 RSUs were vested on November 22, 2023 due to the change of control whereby CMB acquired the shares of Frontline and owns 53% of the voting rights. In total 131,529 RSUs have been transferred to the beneficiaries out of treasury shares. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $0.8 million (2022: expense of $0.7 million).

Long term incentive plan 2022 (Equity-settled)

The Group's Supervisory Board has implemented in 2022 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2022) and will be settled in shares. In total 163,022 RSUs were granted on April 1, 2022. As of December 31, 2023, 110,730 RSU's were vested consisting of 12,203 RSUs which were vested at the first anniversary date and 98,527 RSUs were vested on November 22, 2023 due to the change of control whereby CMB acquired the shares of Frontline and owns 53% of the voting rights. In total 110,730 RSUs have been transferred to the beneficiaries out of treasury shares. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $1.3 million.

Long term incentive plan 2023 (Equity-settled)

The Group's Supervisory Board implemented in 2023 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav RSUs. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2023) and will be settled in shares. In total 120,079 RSUs were granted on April 1, 2023. As of December 31, 2023, all RSU's were vested due to the change of control whereby CMB acquired the shares of Frontline and owns 53% of the voting rights and all RSUs have been transferred to the beneficiaries out of treasury shares.
F-93
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 24 - Share-based payment arrangements (Continued)
The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $1.6 million.

Measurement of Fair Value

The fair value of the employee share options under the 2015 LTIP has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value.
The inputs used in measurement of the fair values at grant date for the equity-settled share option programs were as follows:
  LTIP 2015
(figures in EUR) Tranche 1 Tranche 2 Tranche 3
Fair value at grant date 1.853  1.853  1.853 
Share price at grant date 10.050  10.050  10.050 
Exercise price 10.0475  10.0475  10.0475 
Expected volatility (weighted average) 39.63  % 39.63  % 39.63  %
Expected life (days) (weighted average) 365  730  1,095 
Expected dividends 8  % 8  % 8  %
Risk-free interest rate 0.66  % 0.66  % 0.66  %

Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over historical periods commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior using a Monte Carlo simulation.
The liability in respect of its obligations under the LTIP 2018 is measured based on the Company's share price at the reporting date and taking into account the extent to which the services have been rendered to date. One-third of the phantom stocks granted on February 16, 2018 was vested on the second anniversary, one-third on the third anniversary and one-third on the fourth anniversary. As of December 31, 2023, no phantom stocks remained outstanding. The Company's share price was EUR 7.237 at the grant date of the LTIP 2018 and EUR 15.69 as at December 31, 2022.
The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The vesting and settlement of the TBIP is spread over a timeframe of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the Fair Market Value (FMV) reaches $12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches $14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches $16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches $18 (decreased with the amount of dividend paid since grant, if any). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. In total a number of 1,200,000 phantom stock units were granted on January 8, 2019 and the first tranche of 12% was vested in the first quarter of 2020. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. The second tranche of 19% was vested in the second quarter of 2022, the third and fourth tranche of 25% and 44% were vested in the third quarter of 2022. As of December 31, 2023, no phantom stocks were outstanding.

The inputs used in measurement of the fair value at grant date for the TBIP was as follows:
TBIP
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Risk-free interest rate 1.69  % 1.69  % 1.69  % 1.69  %
Annual volatility 33.43  % 33.43  % 33.43  % 33.43  %
Expected vesting period (years) 3.05 3.38 3.69 3.98

The liability in respect of its obligations under the LTIP 2019, LTIP 2020, LTIP 2021, LTIP 2022 and LTIP 2023 is subject for 75% to a relative TSR (Total Shareholder Return) compared to a peer group over a three years period. Each yearly measurement to be worth 1/3rd of 75% of the award. And subject for 25% to an absolute TSR of the Company's shares measured each year for 1/3 of 25% of the award. In total 152,346 RSUs were granted on April 1, 2019 in relation to the LTIP 2019, 144,392 RSUs were granted on April 1, 2020 in relation to the LTIP 2020, 193,387 RSUs were granted on April 1, 2021 in relation to the LTIP 2021, 163,022 RSUs were granted on April 1, 2022 in relation to the LTIP 2022 and 120,079 RSUs were granted on April 1, 2023 in relation to the LTIP 2023.
F-94
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 24 - Share-based payment arrangements (Continued)
As of December 31, 2023, 88,127 RSUs were vested in relation to the LTIP 2020, 131,529 RSUs were vested in relation to the LTIP 2021, 110,730 RSUs were vested in relation to the LTIP 2022 and 120,079 RSUs were vested in relation to the LTIP 2023. All RSUs have been transferred to the beneficiaries out of treasury shares.

Expenses recognized in profit or loss
For details on related employee benefits expense, see Note 5 and Note 18. The expenses related to the LTIP 2015, LTIP 2017, LTIP 2018, TBIP 2019, LTIP 2019, LTIP 2020, LTIP 2021, LTIP 2022 and LTIP 2023 (2023: expense of $3.9 million, 2022: expense of $9.2 million and 2021: expense of $1.3 million) are included in employee benefits and administrative expenses.

Reconciliation of outstanding share options

The number and weighted-average exercise prices of options under the 2015 LTIP were as follows:
(figures in EUR) Number of options 2022 Weighted average exercise price 2022 Number of options 2021 Weighted average exercise price 2021
Outstanding at January 1 236,590  7.732  236,590  7.732 
Forfeited during the year —  —  —  — 
Settled during the year (236,590) 6.843  —  — 
Granted during the year —  —  —  — 
Outstanding at December 31 —  —  236,590  7.732 
Vested at December 31 —  —  236,590  — 

There were no outstanding share options since December 31, 2022.
F-95
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 25 - Group entities
  Country of incorporation Consolidation method Ownership interest
December 31, 2023 December 31, 2022 December 31, 2021
Parent
Euronav NV Belgium full 100.00  % 100.00  % 100.00  %
Euronav NV, Antwerp, Geneva (branch office)
Euronav NV, London (branch office)
Subsidiaries
Euronav Shipping NV Belgium full 100.00  % 100.00  % 100.00  %
Euronav (UK) Agencies Limited UK full 100.00  % 100.00  % 100.00  %
Euronav Luxembourg SA Luxembourg full 100.00  % 100.00  % 100.00  %
Euronav SAS
 France full 100.00  % 100.00  % 100.00  %
Euronav Ship Management SAS
 France full 100.00  % 100.00  % 100.00  %
Euronav Ship Management Antwerp (branch office)
Euronav Ship Management Ltd Liberia full 100.00  % 100.00  % 100.00  %
Euronav Ship Management Hellas (branch office)    
Euronav Hong Kong Hong Kong full 100.00  % 100.00  % 100.00  %
Euro-Ocean Ship Management (Cyprus) Ltd
 Cyprus full 100.00  % 100.00  % 100.00  %
Euronav Singapore Singapore full 100.00  % 100.00  % 100.00  %
Euronav MI II Inc
 Marshall Islands full 100.00  % 100.00  % 100.00  %
Gener8 Maritime Subsidiary II Inc. Marshall Islands full 100.00  % 100.00  % 100.00  %
Gener8 Maritime Subsidiary New IV Inc. Marshall Islands full 100.00  % 100.00  % 100.00  %
Gener8 Maritime Management LLC Marshall Islands full 100.00  % 100.00  % 100.00  %
TI Africa Ltd Hong Kong full 100.00  % 100.00  % NA
TI Asia Ltd Hong Kong full 100.00  % 100.00  % NA
Joint ventures
TI Africa Ltd Hong Kong equity NA NA 50.00  %
TI Asia Ltd Hong Kong equity NA NA 50.00  %
Tankers Agencies (UK) Ltd UK equity 50.00  % 50.00  % 50.00  %
Tankers International LLC Marshall Islands equity 50.00  % 50.00  % 50.00  %
Bari Shipholding Ltd Hong Kong equity 50.00  % 50.00  % 50.00  %
Bastia Shipholding Ltd Hong Kong equity 50.00  % 50.00  % 50.00  %

At December 31, 2023, the Group held 50% of the voting rights in Tankers Agencies (UK) Ltd but held 61% of the outstanding shares that participate in the result of the entity.

At December 31, 2023, the Group held 50% of the voting rights in Tankers International LLC but held 59% of the outstanding shares that participate in the result of the entity.

Euronav has acquired in 2022 the remaining 50% in TI Asia Ltd. and TI Africa Ltd. Euronav already had 50% in these 2 joint ventures which were then recorded as equity investees, and signed on June 7, 2022 a Share Sale and Purchase Agreement with the JV partner International Seaways, Inc. to take control over these 2 joint ventures by purchasing the remaining 50% of the shares. The 2 entities are fully consolidated as of June 7, 2022.

The Group holds 100% of the voting rights in all of its subsidiaries.
F-96
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 26 - Equity-accounted investees
(in thousands of USD) December 31, 2023 December 31, 2022
Assets
Interest in joint ventures 518  1,423 
Interest in associates —  — 
TOTAL ASSETS 518  1,423 
Liabilities
Interest in joint ventures —  — 
Interest in associates —  — 
TOTAL LIABILITIES —  — 

Joint Ventures
The following table contains a roll forward of the balance sheet amounts with respect to the Group's joint ventures:
F-97
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 26 - Equity-accounted investees (Continued)
  ASSET
(in thousands of USD) Investments in equity accounted investees Shareholders loans
Gross balance 51,703  33,936 
Offset investment with shareholders loan —  — 
Balance at January 1, 2021 51,703  33,936 
Group's share of profit (loss) for the period 22,976  — 
Group's share of other comprehensive income 951  — 
Dividends received from joint ventures (4,635) — 
Movement shareholders loans to joint ventures —  (2,242)
Gross balance 70,995  31,694 
Offset investment with shareholders loan 1,451  (1,451)
Balance at December 31, 2021 72,446  30,242 
Reversal prior year offset investment with shareholders loan
 (1,451) 1,451 
Group's share of profit (loss) for the period 17,650  — 
Group's share of other comprehensive income 159  — 
Dividends received from joint ventures (3,021) — 
Movement equity to shareholders loans
 (2,000) 2,000 
Reclassification of associate to joint venture (Note 23) —  (32,844)
Business combinations (83,186) — 
Gross balance 597  850 
Offset investment with shareholders loan 826  (826)
Balance at December 31, 2022 1,423  24 
F-98
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 26 - Equity-accounted investees (Continued)
  ASSET
(in thousands of USD) Investments in equity accounted investees Shareholders loans
Reversal prior year offset investment with shareholders loan (826) 826 
Group's share of profit (loss) for the period (927) — 
Gross balance (329) 850 
Offset investment with shareholders loan 848  (848)
Balance at December 31, 2023 518  2 

The increase in investments in equity accounted investees at December 31, 2021 is mainly due to a decrease in the depreciation and amortization cost for TI Asia and TI Africa and a decrease in income tax expenses for the two joint ventures compared to the period ended December 31, 2020.

The decrease in shareholders loans to joint ventures at December 31, 2022 is related to the full repayment of the shareholders loan to TI Africa Ltd following the acquisition of the remaining 50% shares in TI Africa Ltd as well as the sale of Suezmax Bari in March 2022. In consequence of the sale, the shareholders loan to Bari Shipholding Ltd. was repaid and the remaining amount was written-off. As a consequence of the acquisition in 2022 of the remaining 50% shares in TI Africa Ltd and TI Asia Ltd, the investments in equity accounted investees decreased.

Joint venture Segment Description
Tankers Agencies (UK) Ltd Tankers Parent company of Tankers International Ltd
Tankers International LLC Tankers The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs
Bari Shipholding Ltd Tankers Formerly owner of 1 Suezmax, dormant company
Bastia Shipholding Ltd Tankers
Formerly owner of 1 Suezmax, liquidation is in process
TI Africa Ltd FSO
Operator and owner of a single floating storage and offloading facility (FSO Africa), as from June 7, 2022 100% subsidiary *
TI Asia Ltd FSO
Operator and owner of a single floating storage and offloading facility (FSO Asia), as from June 7, 2022 100% subsidiary *
* FSO Asia and FSO Africa are on a time charter contract to North Oil Company (NOC), the new operator of Al Shaheen field, until mid 2032.
The following table contains summarized financial information for all of the Group's joint ventures:
F-99
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 26 - Equity-accounted investees (Continued)
  Asset
(in thousands of USD) TI Africa Ltd TI Asia Ltd Tankers Agencies (UK) Ltd (see Note 25) TI LLC (see Note 25) Bari Shipholding Ltd Bastia Shipholding Ltd Total
At December 31, 2021
Percentage ownership interest 50  % 50  % 50  % 50  % 50  % 50  %
Non-Current assets 108,245  102,454  503  —  15,210  —  226,413 
of which vessel 108,245  102,454  —  —  15,210  —  225,910 
Current Assets 10,883  10,073  295,289  231  6,582  403  323,461 
of which cash and cash equivalents 1,799  984  4,059  —  17  320  7,179 
Non-Current Liabilities 33,755  10,245  66  —  20,228  —  64,295 
of which bank loans —  —  —  —  —  —  — 
Current Liabilities 25,153  24,305  290,626  68  4,466  112  344,731 
of which bank loans 20,075  19,361  51,500  —  —  —  90,937 
Net assets (100%) 60,221  77,977  5,100  163  (2,903) 290  140,848 
Group's share of net assets 30,110  38,988  3,106  96  (1,451) 145  70,995 
Shareholders loans to joint venture 11,465  —  —  —  20,228  —  31,694 
Net Carrying amount of interest in joint venture 30,110  38,988  3,106  96  —  145  72,446 
Remaining shareholders loan to joint venture 11,465  —  —  —  18,777  —  30,242 
Revenue 50,105  50,160  649,665  —  11,872  —  761,801 
Depreciations and amortization (10,092) (9,706) (39) —  (4,869) —  (24,706)
Interest Expense (2,005) (1,943) (1,054) —  (1,932) (1) (6,934)
Income tax expense (2,646) (2,626) (141) —  —  —  (5,413)
Profit (loss) for the period (100%) 25,357  25,180  642  (19) (5,464) 121  45,816 
Other comprehensive income (100%) 971  930  —  —  —  —  1,902 
Group's share of profit (loss) for the period 12,678  12,590  391  (11) (2,732) 60  22,976 
Group's share of other comprehensive income 486  465  —  —  —  —  951 

F-100
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 26 - Equity-accounted investees (Continued)
  Asset
(in thousands of USD) TI Africa Ltd TI Asia Ltd Tankers Agencies (UK) Ltd (see Note 25) TI LLC (see Note 25) Bari Shipholding Ltd Bastia Shipholding Ltd Total
At December 31, 2022
Percentage ownership interest 50  % 50  % 50  % 50  % 50  % 50  %
Non-Current assets —  —  153  —  —  —  153 
of which vessel —  —  —  —  —  —  — 
Current Assets —  —  504,397  206  131  —  504,734 
of which cash and cash equivalents —  —  2,453  —  101  —  2,554 
Non-Current Liabilities —  —  30  —  1,700  —  1,730 
of which bank loans —  —  —  —  —  —  — 
Current Liabilities —  —  502,547  63  83  —  502,693 
of which bank loans —  —  75,500  —  —  —  75,500 
Net assets (100%) —  —  1,973  143  (1,652) —  464 
Group's share of net assets —  —  1,202  84  (826) —  460 
Shareholders loans to joint venture —  —  —  —  850  —  850 
Net Carrying amount of interest in joint venture —  —  1,202  84  —  —  1,286 
Remaining shareholders loan to joint venture —  —  —  —  24  —  24 
Revenue 20,729  20,729  1,172,698  2,139  —  1,216,295 
Depreciations and amortization (2,998) (2,811) (39) (479) —  (6,327)
Interest expense (428) (413) (954) 171  —  (1,625)
Income tax expense 1,599  1,600  (117) —  —  3,082 
Profit (loss) for the period (100%) 14,997  14,858  185  (36) 5,250  10  35,265 
Other comprehensive income (100%) 170  149  —  —  —  —  319 
Group's share of profit (loss) for the period 7,499  7,429  113  (21) 2,625  5  17,650 
Group's share of other comprehensive income 85  74  —  —  —  —  159 
F-101
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 26 - Equity-accounted investees (Continued)
  Asset
(in thousands of USD) Tankers Agencies (UK) Ltd (see Note 25) TI LLC (see Note 25) Bari Shipholding Ltd Total
At December 31, 2023  
Percentage ownership interest 50  % 50  % 50  %
Non-Current assets 1,754  —  —  1,754 
of which vessel —  —  —  — 
Current Assets 391,037  150  118  391,305 
of which cash and cash equivalents 3,046  —  88  3,134 
Non Current Liabilities 1,360  —  1,700  3,060 
of which bank loans —  —  —  — 
Current Liabilities 390,323  66  114  390,503 
of which bank loans 42,500  —  —  42,500 
Net assets (100%) 1,108  84  (1,696) (503)
Group's share of net assets 675  49  (848) (123)
Shareholders loans to joint venture —  —  850  850 
Net Carrying amount of interest in joint venture 675  49  —  725 
Remaining shareholders loan to joint venture —  —  2  2 
Revenue 1,685,928  —  —  1,685,928 
Depreciations and amortization (84) —  —  (84)
Interest expense (2,806) —  —  (2,806)
Income tax expense (79) —  —  (79)
Profit (loss) for the period (100%) (1,445) (43) (43) (1,532)
Other comprehensive income (100%) —  —  —  — 
Group's share of profit (loss) for the period (880) (25) (22) (927)
Group's share of other comprehensive income —  —  —  — 
F-102
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 26 - Equity-accounted investees (Continued)
Loans and borrowings
On March 29, 2018, TI Asia Ltd. and TI Africa Ltd. entered into a $220.0 million senior secured credit facility. The facility consists of a term loan of $110.0 million and a revolving loan of $110.0 million for the purpose of refinancing the two FSOs as well as for general corporate purposes. The Company provided a guarantee for the revolving credit facility tranche. The fair value of this guarantee is not significant given the long term contract both FSOs have with North Oil Company until mid 2032, which results in sufficient repayment capacity under these facilities. Transaction costs for a total amount of $2.2 million are amortized over the lifetime of the instrument using the effective interest rate method. In June 2022, the Group acquired the remaining 50% of TI Africa Ltd. and TI Asia Ltd. In consequence of this transaction, the Company entered into a $150 million senior secured amortizing term loan facility (see Note 17). At the same time, the $220.0 million senior secured credit facility which were maturing in July 2022 and September 2022 have been repaid.
All bank loans in the joint ventures were secured by the underlying FSO and subject to specific covenants.

These entities are fully consolidated following the acquisition of the remaining 50% shares in TI Africa Ltd and TI Asia Ltd in June 2022.

Loan covenant
As of December 31, 2021, all joint ventures were in compliance with the covenants, as applicable, of their respective loans. As from June 2022 (see above), loan covenants were not applicable anymore to joint ventures.

Interest rate swaps
In 2018, TI Asia and TI Africa entered in several Interest Rate Swap (IRSs) instruments for a combined notional value of $208.8 million (Euronav's share amounts to 50%) in connection to the $220.0 million facility. These IRSs are used to hedge the risk related to the fluctuation of the Libor rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments are measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs have been fully unwound upon the acquisition of the remaining 50% of TI Africa Ltd. and TI Asia Ltd. and repayment of the $220.0 million senior secured credit facility.

Vessels
On November 19, 2019, the group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture company has acquired one Suezmax vessel. The joint ventures have acquired two Suezmax tankers (Bari & Bastia) for a total consideration of $40.6 million. The vessel Bastia was sold on September 15, 2020 for a net sale price of $20.1 million. The Company recorded a capital gain of $0.8 million in the third quarter of 2020 upon delivery to its new owner on September 30, 2020. The vessel Bari was sold on March 24, 2022 for a net sale price of $21.3 million. A capital gain of $6.6 million was recorded in the second quarter of 2022.

There were no capital commitments as of December 31, 2023, December 31, 2022 and December 31, 2021.
Cash and cash equivalents
F-103
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023
Note 26 - Equity-accounted investees (Continued)
(in thousands of USD) 2023 2022
Cash and cash equivalents of the joint ventures 3,134  2,554 
Group's share of cash and cash equivalents 1,902  1,547 
Services

The Group entered into an agreement with its joint venture to manage commercially both vessels (Bari and Bastia) from the Group's chartering desk. Furthermore, the Group also entered into an agreement to render accounting, assistance and administrative services to these JVs. In 2022 the Group invoiced a total amount of $177,586 (2021: $285,476). No services were rendered and invoiced during 2023 in consequence of the sale of Bari during 2022.

Furthermore, the joint venture entered into an agreement with the Group to invoice us management fees to do the supervision of the external shipmanagement. In 2022, the joint-venture Bari Shipholding Ltd. invoiced the Group $121,800 (2021: $163,000). There were no services rendered in 2023 in consequence of the sale of the vessel in 2022.

F-104
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 27 - Major exchange rates
The following major exchange rates have been used in preparing the consolidated financial statements:
  closing rates average rates
1 XXX = x,xxxx USD December 31, 2023 December 31, 2022 December 31, 2021 2023 2022 2021
EUR 1.1050  1.0666  1.1326  1.0797  1.0555  1.1894 
GBP 1.2715  1.2026  1.3479  1.2408  1.2415  1.3778 

Note 28 - Subsequent events
On November 8, 2023, the Company sold the ULCC Oceania (2003 - 441,561 dwt), for $43.1 million. The vessel was accounted for as a non-current asset held for sale as at December 31, 2023, and had a carrying value of $8.3 million. The vessel was delivered to her new owner on January 15, 2024. A capital gain of $34.8 million has been recognized in the consolidated statement of profit or loss in the first quarter of 2024.
On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cedar (2022 – 157,310). The vessel was sold and was leased back under a 14-year bareboat contract. The vessel was delivered to her new owner at January 10, 2024.
On February 6, 2024, the Company took delivery of Suezmax Bristol (2024 – 156,851).
On February 7, 2024, Euronav held a Special Meeting of Shareholders to approve the purchase of 100% of the shares of CMB.TECH NV for a total purchase price of $1.150 billion in cash. CMB.TECH is a diversified cleantech maritime group. CMB.TECH builds, owns, operates and designs large marine and industrial applications that run on dual-fuel diesel-hydrogen and diesel-ammonia engines and monofuel hydrogen engines. CMB.TECH offers hydrogen and ammonia fuel that it either produces or sources from external produces to its customers. CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry. The Transaction fits into the Company's renewed strategy of diversification, decarbonization and accelerated optimization of the Company's current crude oil tanker fleet. The Company is currently assessing the accounting treatment of the acquisition and preliminary concludes that the transaction will be accounted for as a common control transaction. Therefore IFRS 3 will not be applied. Shareholders voted the voluntary resignation of Mrs. Grace Reksten Skaugen, Mr. Ole Henrik Bjorge, Mr. Cato H. Stonex, Mr. John Frederiksen and Mr. Patrick De Brabandere as members of the Supervisory Board. They approved the cooptation of Mr. Patrick Molis and Mrs. Catharina Scheers as independent members of the Supervisory Board, Mr. Bjarte Boe and Debemar BV, permanently represented by Mr. Patrick De Brabandere, as members of the Supervisory Board. Shareholders also approved the interim discharge of the Supervisory Board: Mrs. Grace Reksten Skaugen, Mr. Ole Hendrik Bjorge, Mr. Cato H. Stonex, Mr. John F. Frederiksen and Mr. Patrick De Brabandere.

On February 14, 2024, CMB announced the launch of the mandatory public takeover bid on all the shares in Euronav. The acceptance period in respect of the bid opened on February 14, 2024 and closed on March 15, 2024. The bid price amounts to $17.86 per share in cash, i.e. $18.43 per share less $0.57 dividend per share.

On February 26, 2024, the Company announced that it has concluded an order for two bitumen tankers with China Merchants Jinling Shipyard (Yangzhou) Dingheng Co. (Yangzhou, China). The vessels are expected to be delivered in the fourth quarter of 2026 and have been chartered to a strong counterparty for 10 years upon delivery from the shipyard. The vessels will have dual-fuel green methanol engines that are ready to be retrofitted for future operation on ammonia. The ordered vessels' deadweight will be 17,000 tons, which is twice the 8,000 ton average of the existing fleet.

On February 27, 2024, the Company announced it has been informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have filed a complaint in the United States District Court for the Southern District of New York in connection with CMB's U.S. takeover bid for the shares of the Company. The Company is not involved in these proceedings. On March 14, 2024, the Company has been informed that the claim has been rejected by the United States District Court for the Southern District of New York.

On March 4, 2024, the Company announced it has been informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have also filed a request with the Market Court in Belgium in connection with CMB's Belgian offer for the shares of the Company. The Company is not involved in these proceedings. On March 15, 2024, the Company has been informed that the Market Court in Belgium has denied the request to suspend the closing of the Belgian offer.

F-105
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On March 18, 2024, the Company confirmed that the acceptance period of the mandatory public takeover bid launched by CMB NV (the "Bidder") for all shares issued by Euronav NV ("Euronav") not already owned by CMB or its affiliates (the "Bid"), expired on March 15, 2024. During the acceptance period, 69,241,955 shares in Euronav, representing 31.47% of the outstanding shares in Euronav, were tendered into the Bid. As a result, the Bidder will hold a total of 177,147,299 shares in Euronav, representing 80.51% of the outstanding shares in Euronav. Taking into account the 17,790,716 treasury shares held by Euronav and the 24,400 shares held by Saverco NV, the Bidder and persons affiliated with it together will hold 194,962,415 shares, representing 88.61% of the outstanding shares in Euronav.

On March 20, 2024, the Company announced it has sold the VLCC Nectar (2008 – 307,284 dwt), VLCC Newton (2009 – 307,208 dwt), and VLCC Noble (2008 – 307,284 dwt). This transaction will generate a capital gain of approximately $78.9 million which will be recognized upon delivery to her new owner.

On March 22, 2024, the Company announced it has purchased on the NYSE and on Euronext Brussels a total of 4,719,534 of its own shares. Following these transactions, the Company now owns 22,510,250 shares (10.23% of the total outstanding share count).

On March 29, 2024, the Company announced it has purchased on the NYSE and on Euronext Brussels a total of 2,620,931 of its own shares. Following these transactions, the Company now owns 25,131,181 shares (11.42% of the total outstanding share count).

On April 8, 2024, the Company announced it has purchased on the New York Stock Exchange and on Euronext Brussels a total of 412,926 of its own shares. Following these transactions, the Company now owns 25,544,107 shares (11.61% of the total outstanding share count).

On April 8, 2024, the Company announced it has been informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have also filed a claim with the Enterprise Court in Antwerp, Belgium. The claim relates to the integrated solution for the strategic and structural deadlock within Euronav announced on October 9, 2023, of which CMB NV’s mandatory offer on all outstanding shares in the Company that closed on March 15, 2024 formed the final piece, as well as Euronav’s acquisition of CMB.TECH NV. FourWorld requests that all decisions of Euronav’s Supervisory Board and general meeting in relation to these transactions, as well as the transactions themselves, are declared null and void. In this regard FourWorld has summoned all parties involved in these transactions, i.e. Euronav, CMB NV, Frontline plc, Famatown Finance Limited, Hemen Holding Limited and Geveran Trading Co. Limited.


F-106
EX-2.3 2 euronav_dealingxcode.htm EX-2.3 euronav_dealingxcode
EURONAV NV DEALING CODE Approved by the Supervisory Board on 20 March 2024 1. INTRODUCTION 1.1. Scope of Application Euronav NV, a company incorporated under the laws of Belgium (the "Company"), has established this Dealing Code to comply with applicable laws where the Company’s securities may be traded. In particular, the legal basis for this Dealing Code is Regulation No 596/2014 on market abuse, together with its implementing regulations and guidance, as well as the applicable securities laws of the United States of America. This Dealing Code is addressed to the Group’s officers, members of the Supervisory Board, members of the Management Board, managers and employees (the “Addressees”). This Dealing Code also applies to the Group’s consultants and advisers. Certain obligations are moreover imposed on close family members of, and companies controlled by, the members of the Supervisory Board and the members of the Management Board (as defined in Annex 1) (such close family members and companies are referred to as “Persons Closely Associated” or “PCAs” and the members of the Supervisory Board and the members of the Management Board are referred to as “Persons Discharging Managerial Responsibilities” or “PDMRs”, each as defined in Annex 1). A PDMR must notify his/her PCAs: a) that he/she is a PDMR in the Company; and b) of their obligation to notify the Company and the FSMA (as defined in Annex 1) of each Dealing (as defined in Annex 1) conducted on their own account, as set out in Section 6 below, and PDMRs must keep a copy of these notifications. Template notifications are available with the Compliance Officer (as defined in Annex 1). This Dealing Code is intended to ensure that the Addressees do not misuse Inside Information (as defined in Annex 1), which is prohibited under EU market abuse rules and the applicable securities laws of the United States, and do not place themselves under suspicion of misusing such Inside Information. This Dealing Code is also intended to ensure that persons that possess Inside Information at a given time maintain the confidentiality of such Inside Information and refrain from market manipulation, either directly or indirectly. Infringements of applicable market abuse rules may expose you to significant sanctions, such as administrative fines, criminal fines and imprisonment, termination of your employment/service agreement for cause and civil liability. This Dealing Code imposes restrictions on Dealing in Company Securities (each as defined in Annex 1) which may in certain cases go beyond those imposed by law. Compliance with this Dealing Code does not relieve you from your obligation to comply with applicable legislation in relation to dealing in Company Securities or dealing in securities of other companies. This Dealing Code is not intended to be exhaustive or to serve as legal advice to Addressees. 1.2. Queries and more information If you have any questions or are in any doubt as to how to comply with this Dealing Code, please speak to the Compliance Officer.

 
2. General prohibitions 2.1. EU prohibitions Insider dealing Any person who possesses Inside Information, may not: (a) acquire or dispose of, or attempt to acquire or dispose of, for his/her own account or for the account of a third party, directly or indirectly, Company Securities to which that Inside Information relates; and (b) cancel or amend an order concerning Company Securities to which the Inside Information relates where the order was placed before the person concerned possessed the Inside Information, or attempt to engage in any of the above. In addition, it is prohibited for any person to (i) take part in any arrangement that leads to one of the abovementioned actions, and (ii) recommend that another person engages in one of the abovementioned actions or inducing another person to take any such actions (which are also referred to as ‘tipping’). Unlawful disclosure of inside information Any person possessing Inside Information may not disclose that information to any other person, except where the disclosure is made in the normal exercise of his/her employment, profession or duties. You should obtain the prior approval of the Compliance Officer before disclosing Inside Information to any person, as set out in section 7. Moreover, the onward disclosure of recommendations or inducements to engage in insider dealing also amounts to unlawful disclosure of Inside Information if the person disclosing the recommendation or inducement knows or ought to know that it was based on Inside Information. Market manipulation It is prohibited for any person to engage in, attempt to engage in, or encourage other persons to engage in, market manipulation. Market manipulation includes, for example, entering into transactions, spreading misleading information or rumours, or any other behaviour that misleads, or is likely to mislead, the market with respect to the supply of, demand for or price of Company Securities. 2.2. U.S. prohibitions Insider Trading Certain Company Securities trade on the New York Stock Exchange in the United States. Accordingly our investors may be subject to certain U.S. laws, rules and regulations, such as the United States Securities Exchange Act of 1934, as amended, which prohibits the misuse of material, non-public information, commonly known as “insider trading”. Although “insider trading” is not defined in the securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of or while in possession of material1 non-public2 information or communicating material non-public information to others in violation of the law. The 1 Information generally is considered “material” if (i) there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision, or (ii) the information is reasonably certain to have a substantial effect on the price of the Company Securities. 2 Information is generally non-public until it has been effectively communicated to the market place. For example, information found in a report filed with the U.S. Securities and Exchange Commission, or appearing in publications of general circulation ordinarily would be considered “public”. In addition, in certain circumstances, information disseminated to certain segments of the investment community may be deemed “public”, for example, research communicated through institutional information dissemination services. (However, the fact that research has been disseminated through such a service does not automatically mean that it is public.) The amount of time since the information was first disseminated ordinarily is a factor regarding whether the information is considered “public”.

 
EURONAV NV DEALING CODE Approved by the Supervisory Board on 20 March 2024 law in this area is generally understood to prohibit, among other things (i) trading by an insider3 while in possession of material non-public information; (ii) trading by a non-insider while in possession of material non- public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or the information was misappropriated; (iii) trading while in possession of material non- public information concerning a tender offer; and (iv) wrongfully communicating, or “tipping”, material non- public information to others. While the procedures outlined in this Dealing Code have been put into place to prevent Insider Dealing under Belgian law, insiders must also comply with the applicable securities laws in the United States. We encourage you to consult with the Compliance Officer prior to any transaction in Company Securities if you believe that you may be in possession of material non-public information. 2.3. General scope of application The general prohibitions described above, and most other rules described in this Dealing Code, do not apply solely to the Company Securities. They have a general scope of application, applying also to inside information with respect to other companies and their listed shares, debt instruments, any derivatives and other financial instruments in the broadest sense linked thereto. 3. Dealing in Company Securities Addressees may only Deal in Company Securities, on their own account or for the account of a third party, directly or indirectly, if they have received clearance to Deal from the Compliance Officer in accordance with this section. Addressees may in any case not Deal in Company Securities while in possession of Inside Information. Prior to Dealing, an Addressee must request clearance to Deal to the Compliance Officer in writing (e.g. by e- mail) at least one full Business Day prior to the proposed Dealing, specifying the number of Company Securities concerned and the nature of the proposed Dealing, using the template Request for Clearance to Deal attached as Annex 2. The Addressee must certify in his/her request that he/she is not in possession of any Inside Information. The Compliance Officer shall respond to the Dealing request within one Business Day of receipt of the written request containing all the above information. In case no reply is received within that time, clearance shall be deemed to have been granted. Once cleared, the Addressee must Deal within ten Business Days after having received clearance (unless the clearance provides differently). Clearance to Deal will lapse immediately if the Addressee comes into possession of any Inside Information. Clearance to Deal will also lapse immediately as from the moment that a Closed Period (as defined in Annex 1) starts. If the person wishing to Deal is the Compliance Officer, then he/she will have to request clearance to Deal to the Chairman of the Supervisory Board and the Company’s CEO in accordance with the procedure set out above. The Compliance Officer shall maintain a written record of any request for clearance received and any clearance or refusal given. 3 The concept of “insider” is broad. It includes officers, directors, trustees, and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, auditors, consultants, bank lending officers, and the employees of those organizations.

 
4. Dealing in Company Securities – During Closed Periods During Closed Periods (as defined below), PDMRs and Designated Employees may not Deal in Company Securities, on their own account or for the account of a third party, directly or indirectly. It is recommended that PDMRs and Designated Employees ensure that third parties (e.g. brokers or portfolio/asset managers) do not Deal in Company Securities on their behalf during Closed Periods, whether on the basis of an individual discretionary portfolio/asset management mandate, an order given outside a Closed Period, or otherwise. For this purpose, each PDMR and Designated Employee is recommended to notify any Closed Periods to his/her portfolio/asset managers and inform them that they should not Deal in Company Securities during such periods. The “Closed Periods” are: • the period of 30 calendar days before the announcement of the Company’s semi-annual and preliminary annual results until and including the date of the announcement; • the period of 15 calendar days before the announcement of the Company’s first and third quarterly results until and including the date of the announcement; and • any other period qualified as such by the Compliance Officer. The relevant Addressees will be informed of any such additional Closed Period by the Compliance Officer. The financial calendar distributed to the Supervisory Board shall include the dates corresponding to the Closed Periods for the coming year. The Compliance Officer shall promptly announce any modifications to these periods during the course of the financial year. Moreover, the Compliance Officer may, during a financial year, qualify additional periods as Closed Periods. Such decision shall not imply that a determination has been made that Inside Information exists at the relevant time. The obligation to assess whether you are in possession of Inside Information remains with you at all times (and if you are in doubt as to whether certain information constitutes Inside Information, you should consult the Compliance Officer). In exceptional circumstances, a PDMR or a Designated Employee may nevertheless be given clearance to Deal during a Closed Period. This may, for example, be the case if the person requesting such clearance can evidence that he/she is required to sell Company Securities at very short notice due to exceptional circumstances outside his/her control (e.g. as a result of a legally enforceable financial commitment or claim). PDMRs and Designated Employees should contact the Compliance Officer if they have questions in this respect or wish to request clearance to Deal during a Closed Period. 5. Short-term Dealing PDMRs and Designated Employees must not Deal in Company Securities on considerations of a short-term nature. Any investment with a maturity of less than three months shall be considered a Deal on considerations of a short-term nature, unless Company Securities were acquired or disposed of in connection with a stock option plan or other incentive plan established or sponsored by the Company. 6. Post-Dealing notification Rules for PDMRs and PCAs Each PDMR and PCA must notify the Company (for the attention of the Compliance Officer) and the FSMA of any Dealing conducted on their own account, once a total amount of EUR 5,000 has been reached during a certain calendar year (without netting between Dealings). Such notifications must be made within three Business Days after the date of the Dealing and shall contain at least the following information:

 
EURONAV NV DEALING CODE Approved by the Supervisory Board on 20 March 2024 - a description and the identifier of the Company Security; - the nature of the Dealing(s) (e.g. acquisition or disposal); - the date and place of the Dealing(s); and - the price and volume of the Dealing(s). Dealings conducted by a third party (e.g. a broker) on the basis of an individual portfolio or asset management mandate on behalf or for the benefit of a PDMR or PCA must also be notified. It is important that any such third party is informed by the relevant PDMR or PCA of this obligation, so that such third party informs the relevant PDMR or PCA in due course if it makes a Dealing in Company Securities on the latter’s behalf. Notifications have to be made through the online notification tool “eMT” made available by the FSMA on its website (www.fsma.be). The Company’s Legal department can also submit such notifications on behalf of PDMRs and their PCAs. PDMRs and PCAs wishing to use this option must inform the Compliance Officer no later than one Business Day after the date of the transaction, providing at least the information mentioned above. Rules for PDMRs and Designated Employees PDMRs and Designated Employees must notify the Compliance Officer in writing (e.g. by e-mail) of each Dealing, on their own account in Company Securities promptly after the Dealing and in any case before the end of the first Business Day that follows the date of the Dealing to allow the Company to monitor short-term Dealing. For PDMRs, any Dealings notified through the FSMA’s online notification tool do not have to be separately notified to the Compliance Officer. 7. Confidentiality policy and procedure Unauthorised disclosure of any material information about the Group, its customers, suppliers, agents, joint ventures, affiliates, partnerships and in general any third parties with which the Group may interact, whether or not for the purpose of facilitating improper trading in the Company Securities, may have severe consequences for the Group. You should therefore not discuss non-public matters or developments pertaining to the Group or any such third parties, except as required in the performance of regular corporate duties. Any person who is in possession of Inside Information at a given time must keep such Inside Information confidential by restricting access to it and by only communicating it to other persons after having obtained prior approval of the Compliance Officer. The Compliance Officer may require that Inside Information be only communicated provided the proposed recipient of such Inside Information enters into a confidentiality undertaking before receiving the relevant information. The number of people aware of Inside Information should be kept to the minimum reasonably practicable. The information disclosed should be limited to what the receiving person needs to know at any particular time (rather than allowing access to all information that is available). Inside Information may moreover only be disclosed to external advisers and other third parties (“Relevant Third Parties”), in any case on a need-to-know basis, after ensuring that such Relevant Third Parties are bound by a confidentiality obligation (either by law, by regulation or by agreement). As soon as the person that has disclosed the Inside Information notices that a Relevant Third Party does not comply with the confidentiality obligation, he or she should report this to the Compliance Officer as soon as possible so that the necessary actions can be taken. These obligations also apply to inquiries made by the financial press, investment analysts or others in the financial community or by the Group’s suppliers or customers. It is important that all such communications are made through an appropriately designated person of the Company, under carefully controlled circumstances. Unless you are expressly authorised to the contrary, if you receive any inquiries of this nature, you should decline to comment and should refer the inquirer to the Head of Investor Relations.

 
You should immediately notify the Compliance Officer (who will, as appropriate, consult internally) of any known or suspected leak of Inside Information. Based on the information received, the Compliance Officer shall (after having consulted internally, as appropriate) determine which measures to take and decide whether the Company will disclose the Inside Information to the public. 8. List of Designated Employees, Insider List and PDMR List List of Designated Employees The Compliance Officer shall draw up a list including all Designated Employees (the “List of Designated Employees”) and inform the Designated Employees accordingly. Certain rules set out in this Dealing Code apply specifically to such Designated Employees. Insider List The Company is required to maintain and keep updated a list of all persons who have access to Inside Information, whether these persons are employees of the Company or otherwise perform tasks through which they have access to Inside Information (the “Insider List”). The Compliance Officer shall inform all persons that are on the Insider List and shall request them to acknowledge in writing the legal and regulatory duties entailed and the sanctions attaching to the general prohibitions summarised in section 2. The Compliance Officer shall also inform the persons on the Insider List when they are removed from the Insider List. The Insider List shall include the following details: a. the identity of any person having access to Inside Information (including first name(s), surname(s), birth surname(s) (if different), date of birth, national identification number, function, professional telephone number(s), personal telephone number(s) and personal full home address); b. the reason for including that person on the Insider List; c. the date and time at which that person obtained access to Inside Information; and d. the date on which the Insider List was drawn up. Persons on the Insider List shall be obliged to report to the Chief People Officer and the Compliance Officer, without delay, any change in their personal details. The Insider List shall be updated promptly, including the date of the update, if (i) there is a change in the reason for including a person already on the Insider List, (ii) there is a new person who has access to Inside Information and therefore needs to be added to the list, and (iii) where a person ceases to have access to Inside Information. Each update shall specify the date and time when the change triggering the update occurred. The Insider List shall be held by the Compliance Officer. It shall be retained for a period of at least five years after it is drawn up or updated. The Company may submit the Insider List to the FSMA upon its request. List of PDMRs and PCAs The Company is required to draw up a list of all PDMRs and their PCAs (the “PDMR List”). The Compliance Officer shall draw up such list and inform the PDMRs accordingly. For this purpose, the Compliance officer may require PDMRs to provide the relevant personal information (limited to first name(s), surname(s), birth surname(s) (if different), date of birth and personal full home address) with respect to themselves and their PCAs that are natural persons. For those PCAs that are legal entities, the information that PDMRs will have to provide and that will be included on the PDMR List will be corporate name and legal form, registered address and registration number.

 
EURONAV NV DEALING CODE Approved by the Supervisory Board on 20 March 2024 PDMRs shall be obliged to report to the Compliance Officer, without delay, any change in those details with respect to themselves and their PCAs. 9. Sanctions Failure to comply with applicable market abuse legislation may lead to administrative and criminal measures and sanctions, as well as civil liability. Moreover, failure to comply with applicable legislation or this Dealing Code (which in certain instances goes beyond the restrictions imposed by law) may lead to internal disciplinary measures (including, if appropriate, termination for cause of the employment or service contract). The Company may moreover claim damages from any person that has caused damage to the Company as a result of violating this Dealing Code or any applicable legislation. The FSMA may institute administrative proceedings and has wide investigation powers for that purpose. The FSMA may also adopt a wide range of administrative measures, including: (i) issuing cease-and-desist orders; (ii) disgorgement of profits gained (or losses avoided) due to the infringement; and (iii) public warnings indicating the person responsible for the infringement and the nature of the infringement. Separately, the FSMA may also impose administrative fines ranging between (i) EUR 500,000 and EUR 5 million for natural persons, and (ii) for legal persons, EUR 1 million and EUR 15 million or 15% of annual consolidated turnover (whichever is higher) on the basis of the most recent approved consolidated accounts. If the offence has resulted in a financial gain, then this maximum amount may be increased to three times the amount of such gain. Criminal proceedings, which may result in criminal fines and imprisonment, may also be instituted for infringements of the general prohibitions summarised in section 2. Under United States securities laws, penalties for insider trading are severe both for the individuals involved as well as for the employer. A person may be subject to, among others, the penalties listed below, even if he or she does not personally benefit from the violation. Currently, these penalties may include: • asset freeze orders and injunctions; • jail terms of up to 20 years; • criminal fines of up to USD 5 million for individuals and USD 25 million for companies; • disgorgement of profits and fines of up to three times the profit gained or loss avoided, whether or not the person benefited; • lawsuits by third parties to recover losses; and • fines for the employer or other controlling person of up to the greater of USD 1.5 million or three times the amount of the profit gained or loss avoided. 10. Final provisions This Dealing Code, and any future amendments, will be communicated to all Addressees. All Addressees acknowledge being aware of the market abuse rules and the sanctions that may apply in case of infringements, and all Addressees acknowledge being bound by, and undertake to comply with, the Dealing Code. In addition, the Compliance Officer shall take all reasonable steps to obtain a declaration from the persons on the Insider List, confirming that they have read the Dealing Code and shall comply with it. PDMRs shall moreover be obliged to ensure compliance with the Dealing Code by their PCAs and to inform their PCAs that certain of their personal details will be included on the PDMR List. All information that is communicated to the Compliance Officer shall be treated in accordance with the General Data Protection Regulation of 27 April 2016 (or any future replacing legislation). The persons on the List of Designated Employees, the Insider List and the PDMR List have access to their personal information and have the right (and obligation) to correct errors. * * *

 
ANNEX 1 DEFINITIONS “Addressees”: has the meaning given to it in section 1.1. “Business Day”: any day (other than a Saturday or Sunday or a bank holiday) on which banks are open for business in Belgium. “Closed Period”: has the meaning given to it in section 4. “Company”: has the meaning given to it in section 1.1. “Company Securities”: any shares and debt instruments issued by the Company and any derivatives and other financial instruments in the broadest sense linked thereto. This includes, among others, options, warrants, forwards, futures, swaps and any other derivative contract with respect to the Company’s shares and debt instruments. “Compliance Officer”: the person appointed by the Supervisory Board to supervise compliance with the market abuse rules and regulations and this Dealing Code and to deal with the matters specified herein, which is Frank Geerts (frank.geerts@cmb.be) or, in his absence, the Secretary General. “Dealing”: includes any transaction, in the broadest sense, in respect of Company Securities. The most common forms of Dealing include: a) acquisition, disposal, short sale, subscription or exchange; b) acceptance or exercise of a stock option or warrant, including of a stock option or warrant granted to managers or employees as part of their remuneration package, and the disposal of shares stemming from the exercise of a stock option or warrant; c) subscription to a capital increase or debt instrument (notes or bonds) issuance; d) entering into or exercise of equity swaps, entering into a contract for difference and any other transactions in or related to derivatives, including cash-settled transactions; e) grant, acceptance, acquisition, disposal, exercise or discharge of rights or obligations, including put and call options; f) automatic or non-automatic conversion of a Company Security into another Company Security, including the exchange of convertible bonds to shares; g) gifts and donations made or received, and inheritance received; h) borrowing or lending (including entering into, or terminating, assigning or novating any stock lending agreement); i) using as security (e.g., pledging) or otherwise granting a charge, lien or other encumbrance; and j) any other right or obligation, present or future, conditional or unconditional, to acquire or dispose, and “Deal” has a corresponding meaning. This overview is not exhaustive. In case of doubt as to whether a certain Dealing is permitted at a given time, or whether such Dealing has to be notified to the competent authority, please contact your legal advisor and/or the Compliance Officer. “Designated Employee”: certain persons working for the Group, under a contract of employment or otherwise, who are deemed to have regular or incidental access to Inside Information and who have been informed individually that they are included on the List of Designated Employees. “FSMA”: the Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Autorité des Services et Marchés Financiers) and its successor from time to time. “Group”: the Company and its subsidiaries from time to time. “Inside Information”: information of a precise nature, which has not been made public, which directly or indirectly relates to the Group or the Company Securities and which, if it were made public, would be likely to

 
EURONAV NV DEALING CODE Approved by the Supervisory Board on 20 March 2024 have a significant effect on the price of the Company Securities. Relevant for these purposes is whether a reasonable investor would be likely to use the information as part of his or her investment decisions. The following types of information may constitute Inside Information: (i) changes in dividend policy; (ii) earnings estimates not previously disseminated and material changes in previously released earnings estimates; (iii) any proposed changes in the Company’s capital structure; (iv) significant changes in senior management; (v) proposed or pending significant mergers, acquisitions, tender offers, joint ventures, commercial agreements or disposals of significant assets or subsidiaries; (vi) significant pending or threatened litigation, arbitration or government investigations; and (vii) significant matters affecting financing or liquidity. This list is by no means exhaustive and a cautious approach needs to be taken in deciding whether something is or is not Inside Information. Please consult the Compliance Officer in case of doubt. “Insider List”: has the meaning given to it in section 8. “List of Designated Employees”: has the meaning given to it in section 8. “Management Board”: means the Company’s management board “Persons Discharging Managerial Responsibilities” or “PDMR”: the members of the Company’s Supervisory Board and the members of the Management Board. “PDMR List”: has the meaning given to it in section 0. “Persons Closely Associated” or “PCA”: means, in relation to a PDMR: a) a spouse, or a partner that is legally considered to be equivalent to a spouse; b) a child for which the PDMR legally bears responsibility (which includes adopted children); c) a relative who has been sharing the same household as the PDMR for at least one year on the date of the relevant Dealing; or d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by the PDMR or by a person referred to in point (a), (b) or (c), which is directly or indirectly controlled by the PDMR or such a person, which is set up for the benefit of the PDMR or such a person, or the economic interests of which are substantially equivalent to those of the PDMR or such a person. “Supervisory Board”: means the Company’s supervisory board * * *

 
ANNEX 2 REQUEST FOR CLEARANCE TO DEAL4 Please complete and return this form to the Compliance Officer and the Secretary General by e-mail. I, …………………………………………………………………………………… (BLOCK CAPITALS PLEASE) in accordance with the Dealing Code of Euronav NV (the “Code”), hereby request clearance to Deal in Company Securities as indicated below: Type and number of Company Securities (if not known, please provide estimate or “up to” number) Nature of Deal (e.g. purchase or sale of shares or bonds, exercise of option) I do not possess any Inside Information relating to the Company securities. By Dealing, I would not be in breach of the Code or any applicable law or regulation in relation to dealing in publicly traded securities. If this should change at any time before the Dealing, I undertake not to proceed with the Dealing. Signed:…………………………….. Date:……………………………… Position:…………………………… Dept:…………………………….. E-mail:…………………………….. Tel no:…………………………… PURSUANT TO THE CODE, CLEARANCE TO DEAL IS: GRANTED AND VALID UNTIL AND INCLUDING …………………………. Note this authorisation lapses if and as from the moment (i) the requesting person comes into possession of inside information and/or, (ii) in the case of a PDMR or Designated Employee, a closed period starts prior to the end date of the validity period of the authorization. NOT GRANTED Signed: ……………………………………. Date: ………………………………… Note: If you do not Deal within the time allowed and still wish to Deal, you must reapply for clearance to Deal. If you Deal, you may, in accordance with the Code, have to notify the Company after having proceeded with such Dealing. The Company will keep a written record of this application for clearance, any clearance granted or refused and any Dealing following the grant of a clearance. 4 Capitalised terms not defined in this request for clearance to Deal have the meaning given to such terms in the Code.

 
EX-4 3 clawback_policy.htm EX-4.44 clawback_policy
EURONAV NV CLAWBACK POLICY Approved by the Supervisory Board on 05 December 2023 1 A. OVERVIEW In accordance with the applicable rules of The New York Stock Exchange Listed Company Manual (the “NYSE Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Supervisory Board (the “Board”) of Euronav (the “Company”) has adopted this policy regarding the recovery of erroneously awarded Incentive-based Compensation from Executive Officers (the “Policy”). [All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section [H].] B. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION In the event of an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with NYSE Rules and Rule 10D-1 as follows: (i) In the event of an Accounting Restatement, the Board shall determine in good faith the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly deliver written notice to each Executive Officer containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable. (a) Cash awards. With respect to cash awards, the Erroneously Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been received applying the restated Financial Reporting Measure. (b) Cash awards paid from bonus pools. With respect to cash awards paid from bonus pools, the Erroneously Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure. (c) Equity awards. With respect to equity awards, if the shares, options or shareholder appreciation rights (“SARs”) are still held at the time of recovery, the Erroneously Awarded Compensation is the number of such securities Received in excess of the number that should been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options or SARs have been exercised, but the underlying shares have not been sold, the Erroneously Awarded Compensation is the number of shares underlying the excess options or SARs (or the value thereof). If the underlying shares have already been sold, then the Committee and Board shall determine the amount which most reasonably estimates the Erroneously Awarded Compensation. (d) Compensation based on stock price or total shareholder return. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, (i) the amount shall be determined by the Committee and Board based on a reasonable estimate of the effect of the Accounting Restatement on the stock price

 
2 or total shareholder return upon which the Incentive-based Compensation was Received; and (ii) the Committee and Board shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the NYSE in accordance with applicable listing standards. (ii) The Board shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section C(i) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder. (iii) To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy. [To the extent that the Erroneously Awarded Compensation is recovered under a foreign recovery regime, the recovery would meet the obligations of Rule 10D-1.] (iv) To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal and other collection related fees) by the Company in recovering such Erroneously Awarded Compensation. C. DISCRETIONARY RECOVERY (i) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section B(1) above if the independent members of the Board determine that recovery would be impracticable and any of the following [two][three] conditions are met: (a) The independent members of the Board have determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, documented such attempt(s) and provided such documentation to the NYSE; (b) Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE; or (c) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet

 
3 the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. (ii) In the event that an Executive Officer engages in Detrimental Conduct (as defined below) that, in the sole discretion of the Board, is likely to cause or has caused material financial, operational, or reputational harm to the Company or one or more of its affiliates, the Board may recover or cause to be forfeited up to 100% of the Incentive-based Compensation (without regard to any taxes paid thereon by the Executive Officer) received by or payable to the Executive Officer, and not just the recovery amounts described in Section B. “Detrimental Conduct” consists of: (a) The commission of an act of fraud, misappropriation or embezzlement in the course of employment; (b) The commission of a criminal act, whether or not in the course of employment or in the workplace, that constitutes a felony (or substantial equivalent thereof in a non-US jurisdiction) or other serious crime involving moral turpitude, dishonesty, or fraud; (c) The material violation of a non-compete, non-solicitation, or confidentiality agreement; (d) The material breach of the Company’s Code of Ethics that could give rise to dismissal thereunder; or (e) Any act or omission that resulted in such Executive Officer’s termination for Cause (as defined below). For the purposes of this Policy, “Cause” shall, as of any applicable date of determination, have the meaning ascribed to such term in the agreement and/or plan governing the most recent equity (or other long-term incentive) award granted to the applicable Executive Officer. D. METHOD OF RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION The Board will determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation: (i) Requiring reimbursement of cash Incentive-based Compensation previously paid; (ii) Seeking recovery of any gain realized on the granting, vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) Offsetting the recouped amount from any compensation otherwise owed by the Company or its affiliates to the Executive Officer; (iv) Cancelling outstanding vested or unvested equity or equity-based awards and/or reducing outstanding future payments due or possibly due in respect of amounts already Received; and/or (v) Taking any other remedial and recovery action permitted by law, as determined by the Board. E. RECOUPMENT PERIOD COVERED AND AMOUNT If an Accounting Restatement occurs, the Board shall review all Incentive-based Compensation that was granted, vested or earned on the basis of having met or exceeded Financial Reporting Measures and that was Received by an Executive Officer during the Clawback Period. With respect to each Executive Officer, the Board shall, as provided under this Policy, seek to require the forfeiture or repayment of (1) the Erroneously Awarded Compensation, whether vested or unvested and including proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a Financial Reporting Measure, Received during the

 
4 Clawback Period in the event of an Accounting Restatement, and (2) to the extent the Executive Officer engages in Detrimental Conduct, applicable Incentive-Based Compensation received thereafter. Compensation shall be deemed to have been Received in the fiscal period in which the Financial Reporting Measure is attained, even if the Incentive-Based Compensation is not actually paid until a later date or where the compensation is subject to additional service-based or non-financial goal-based vesting conditions after the period ends. The amount to be recovered will be as provided for in this Policy. F. DISCLOSURE REQUIREMENTS The Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules. G. PROHIBITION OF INDEMNIFICATION The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy). While an Executive Officer may purchase a third-party insurance policy to fund potential recovery obligations under this Policy, the Company may not pay or reimburse the Executive Officer for premiums for such an insurance policy. H. ADMINISTRATION AND INTERPRETATION This Policy shall be administered by the Board, and any determinations made by the Board shall be final and binding on all affected individuals. The Board is authorized to: (i) exercise all of the powers granted to it under this Policy; (ii) construe, interpret and implement this Policy; (iii) make all determinations and to take such actions as may be necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with NYSE Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or NYSE promulgated or issued in connection therewith; and (iv) amend this Policy, including to reflect changes in applicable law or stock exchange regulation. For the avoidance of doubt, recovery of Erroneously Awarded Compensation is on a “no fault” basis, meaning that it will occur regardless of whether the Executive Officer engaged in misconduct or was otherwise directly or indirectly responsible, in whole or in part, for the Accounting Restatement. I. EFFECTIVE DATE The Policy shall be effective as of the date it is adopted by the Board and shall apply to Clawback Eligible Incentive Received on or after the NYSE Effective Date.

 
5 J. AMENDMENT; TERMINATION The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with the of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange or association on which the Company’s shares are listed. Notwithstanding anything in this Section J to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any applicable federal securities laws, SEC rule or NYSE rule. K. OTHER RECOVERY RIGHTS The Board intends that this Policy will be applied to the fullest extent required by applicable law. The Board and/or the Board may, to the fullest extent of the law, require that any employment agreement, equity or equity-based plan or award agreement, or other plan agreement or arrangement providing for incentive-based compensation shall, as a condition to the grant, receipt or vesting of any benefit thereunder, require a Executive Officer to agree to abide by the terms of this Policy, including requiring the execution of the attestation and acknowledgement set forth in Exhibit A to this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity or equity-based plan or award agreement, or other plan, agreement or arrangement providing for incentive compensation and any other legal remedies available to the Company. L. SUCCESSORS This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators, permitted transferees, permitted assignees or other legal representatives, and shall inure to the benefit of any successor[ or assignee] of the Company. M. DEFINITIONS For purposes of this Policy, the following terms shall have the meanings set forth below. (1) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” or reissuance restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” or revision restatement). This Policy applies in the event of a material restatement (“Restatement”) of the Company’s financial results as a result of material non-compliance with financial reporting requirements. This Policy does not apply in any situation where a Restatement is not as a result of significant non-compliance with financial reporting requirements, such as, but not limited to, a retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provisional amounts in connection with a prior business combination (but only

 
6 if the Company is an International Financial Reporting Standards filer; and (vi) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure. (2) “Clawback Eligible Incentive Compensation” means all pre-tax Incentive-based Compensation Received (without any reduction for any taxes paid) by an Executive Officer (i) on or after the NYSE Effective Date, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to the applicable Incentive-based Compensation (whether or not such Executive Officer is serving as such at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below). (3) “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years. (4) “Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid. (5) “Executive Officer” means the Company’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), any Vice-President of the Company in charge of a principal business unit, division or function such as the Company’s Head of Investor Relations (HIR), Chief People Officer (CPO), General Counsel (GC), General Manager Euronav Ship Management (ESMH) and Chief Operations Officer (COO) and any other officer or person who performs a significant policy- making function for the Company. Executive officers of Subsidiaries are deemed to be Executive Officers under this Policy if they perform policy making functions for the Company. All of these Executive Officers are subject to this Policy, even if an Executive Officer had no responsibility for the financial statement errors which required restatement. (6) “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC. (7) “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For purposes of this Policy, specific examples of Incentive-based Compensation include, but are not limited to: (i) non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal; (ii) bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal; (iii) other cash awards based on satisfaction of a Financial Reporting Measure performance goal; (iv) restricted stock, restricted

 
7 stock units, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal; and (v) proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal. For purposes of this Policy, Incentive-based Compensation excludes: (i) any base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal); (ii) bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal; (iii) bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; (iv) non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., completion of a merger) or operational measures (e.g., attainment of a certain market share[, acquisition of a specified number of vessels]); and (v) equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures (e.g., a time-vested award, including time-vesting stock options or restricted share rights). (8) “NYSE” means the New York Stock Exchange. (9) “NYSE Effective Date” means October 2, 2023. (10) Incentive-based Compensation will be deemed to be “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation documentation is attained, even if (a) the payment or grant of the Incentive- based Compensation to the Executive Officer occurs after the end of that period or (b) the Incentive-based Compensation remains contingent and subject to further conditions thereafter, such as time-based vesting. (11) “Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement. (12) “SEC” means the U.S. Securities and Exchange Commission.

 
8 Exhibit A ATTESTATION AND ACKNOWLEDGEMENT OF POLICY REGARDING THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION By my signature below, I acknowledge and agree that: • I have received and read the attached Policy Regarding the Recovery of Erroneously Awarded Compensation (this “Policy”). • I hereby agree to abide by all of the terms of this Policy both during and after my employment with the Company, including, without limitation, by promptly repaying or returning any Erroneously Awarded Compensation to the Company as determined in accordance with this Policy. Signature: ______________ Printed Name: ______________ Date: _____________________

 
EX-4.33 4 nordea_supplementalxagre.htm EX-4.33 nordea_supplementalxagre
Execution version Dated ____ March 2023 AMENDMENT NO. 1 TO TERM LOAN FACILITY EURONAV NV as Borrower and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Swap Banks NORDEA BANK ABP, FILIAL I NORGE, BNP PARIBAS FORTIS SA/NV, ING BANK, a branch of ING-DIBA AG, KBC BANK NV and STANDARD CHARTERED BANK as Mandated Lead Arrangers NORDEA BANK ABP, FILIAL I NORGE as Bookrunner and Co-ordinator NORDEA BANK ABP, FILIAL I NORGE as Sustainability Agent and NORDEA BANK ABP, FILIAL I NORGE as Agent and Security Trustee SUPPLEMENTAL AGREEMENT relating to a loan agreement dated 6 December 2022 in respect of facilities of up to, initially, $377,000,000 (which may be increased by up to $70,000,000) comprising a revolving credit facility of up to $307,000,000, a newbuild term loan facility of up to $70,000,000 and an upsize term loan facility of, initially, $0 (which may be increased to up to $70,000,000) 17

 
Index Clause Page 1 Definitions and Interpretation .................................................................................................... 2 2 Conditions Precedent .................................................................................................................. 3 3 Representations .......................................................................................................................... 3 4 Increase of Upsize Commitments ............................................................................................... 3 5 Amendments to Loan Agreement and Other Finance Documents ............................................. 4 6 Further Assurance ....................................................................................................................... 6 7 Costs and Expenses ..................................................................................................................... 6 8 Notices ......................................................................................................................................... 6 9 Counterparts ............................................................................................................................... 6 10 Governing Law ............................................................................................................................. 7 11 Enforcement ................................................................................................................................ 7 Schedules Schedule 1 The Lenders and Swap Banks ................................................................................................. 8 Schedule 2 Conditions Precedent ............................................................................................................ 9 Execution Execution Pages ......................................................................................................................................11

 
Execution version EUROPE/72748554v4 THIS AGREEMENT is made on ____ March 2023 PARTIES (1) EURONAV NV, as Borrower (2) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders and Swap Banks), as lenders (the "Lenders") (3) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders and Swap Banks), as swap banks (the "Swap Banks") (4) NORDEA BANK ABP, FILIAL I NORGE, BNP PARIBAS FORTIS SA/NV, ING BANK, a branch of ING-DIBA AG, KBC BANK NV and STANDARD CHARTERED BANK as mandated lead arrangers (the "Mandated Lead Arrangers") (5) NORDEA BANK ABP, FILIAL I NORGE, as bookrunner (the "Bookrunner") (6) NORDEA BANK ABP, FILIAL I NORGE, as co-ordinator (the "Co-ordinator") (7) NORDEA BANK ABP, FILIAL I NORGE, as sustainability agent (the "Sustainability Agent") (8) NORDEA BANK ABP, FILIAL I NORGE, as agent (the "Agent") (9) NORDEA BANK ABP, FILIAL I NORGE, as security trustee (the "Security Trustee") BACKGROUND (A) By the Loan Agreement, the Lenders agreed to make available to the Borrower a facility of initially up to $377,000,000 comprising the Revolving Facility of up to $307,000,000, the Newbuild Loan of up to $70,000,000 and the Upsize Loan of, initially, $0 (which the Loan Agreement contemplates may be increased to up to $70,000,000). (B) By a letter dated 15 December 2022 from the Agent, the Agent on behalf of the Lenders and the Security Trustee and agreed by the Borrower, the Total Revolving Commitments were cancelled in the amount of $18,724,269.38. Following such cancellation, the Total Revolving Commitments were (and, as at the date of this Agreement are) $288,275,730.62. (C) The Parties have agreed to amend the Loan Agreement as set out in this Agreement in order to record the terms and conditions on which the Lenders have agreed to increase the Commitments in respect of the Upsize Loan to $70,000,000 as contemplated by clause 3 (Increase of Upsize Commitments) of the Loan Agreement. Subject to the occurrence of such increase, the amount of the facility will be $428,275,730.62 comprising the Revolving Facility of up to $288,275,730.62, the Newbuild Loan of up to $70,000,000 and the Upsize Loan of $70,000,000. 17

 
2 EUROPE/72748554v4 OPERATIVE PROVISIONS 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: "Amended Loan Agreement" means the Loan Agreement as amended and supplemented by this Agreement. "Default" means an Event of Default or a Potential Event of Default. "Effective Date" means the date on which the Agent notifies the Borrower and the other Creditor Parties as to the satisfaction of the conditions precedent as provided in paragraph (b) of Clause 2 (Conditions Precedent). "Loan Agreement" means the loan agreement dated 6 December 2022 and made between, amongst others, (i) the Borrower as borrower, (ii) Lenders, (iii) the Swap Banks, (iv) the Mandated Lead Arrangers, (v) Bookrunner, (vi) the Co-ordinator, (vii) the Sustainability Agent, (viii) the Agent and (ix) the Security Trustee. "Mortgage Addendum" means: (a) in respect of each of STATIA, CAP LARA, CAP VICTOR, DERIUS and DALIS, an addendum to the Liberian ship mortgage on that Ship; and (b) in respect of ILMA, INGRID and IRIS, an addendum to the Belgian ship mortgage on those Ships; and (c) in respect of CASSIUS, an addendum to the Belgian ship mortgage on that Ship, in each case, in the agreed form. "Party" means a party to this Agreement. 1.2 Defined expressions Defined expressions in the Loan Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement. 1.3 Application of construction and interpretation provisions of Loan Agreement Clause 1.2 (Construction of certain terms) to Clause 1.6 (Headings) of the Loan Agreement apply to this Agreement as if they were expressly incorporated in it with any necessary modifications. 1.4 Designation as a Finance Document The Borrower and the Agent designate this Agreement as a Finance Document.

 
3 EUROPE/72748554v4 1.5 Third party rights (a) Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement. (b) The consent of any person who is not a Party is not required to rescind or vary this Agreement at any time. 2 CONDITIONS PRECEDENT (a) The Effective Date cannot occur unless the Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent on or before 15 April 2023 or such later date as the Agent may agree with the Borrower. (b) The Agent shall notify the Borrower and the other Creditor Parties promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in paragraph (a) above. (c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Creditor Parties authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. 3 REPRESENTATIONS 3.1 Loan Agreement representations The Borrower makes the representations and warranties set out in clause 11 (representations and warranties) of the Loan Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Mortgage Addenda, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date. 3.2 Finance Document representations The Borrower makes the representations and warranties set out in the Finance Documents (other than the Loan Agreement) to which it is a party, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Mortgage Addenda, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date. 4 INCREASE OF UPSIZE COMMITMENTS 4.1 Increase of Upsize Commitments (a) With effect on and from the Effective Date and subject to the countersignature by the Agent of the Increase Notice referred to in Schedule 2 (Conditions precedent), the Upsize Commitments shall be increased in accordance with paragraph (c) of clause 3.5 (Increase of Upsize Commitments) of the Loan Agreement. (b) Subject to the occurrence of the Effective Date, the Parties waive:

 
4 EUROPE/72748554v4 (i) the requirement set out in paragraph (a) of clause 3.2 (Delivery of Increase Notice) of the Loan Agreement that the Increase Notice be delivered not later than 30 days prior to the proposed Increase Date specified in that Increase Notice; and (ii) the requirement set out in paragraph (c) of clause 3.2 (Delivery of Increase Notice) of the Loan Agreement that the Increase Date may not occur after 20 January 2023. 4.2 Drawdown Notice in respect of Upsize Commitments (a) The Borrower may request that the Advance of the Upsize Loan be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date and otherwise in accordance with the Loan Agreement notwithstanding that the Effective Date may not have occurred at the time that such Drawdown Notice is submitted (and, for the avoidance of doubt, the indemnities in clause 22.1 (Indemnities regarding borrowing and repayment of the Loan) shall apply). (b) Notwithstanding paragraph (a), the Lenders shall not have any obligation to make their Contributions in respect of the Upsize Commitments available until the Effective Date has occurred and the Commitments have been increased in accordance with paragraph (c) of clause 3.5 (Increase of Upsize Commitments) of the Loan Agreement and Clause 4.1 (Increase of Upsize Commitments). 5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 5.1 Specific amendments to the Loan Agreement With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as follows: (a) by deleting paragraph (c) of the definition of "Availability Period" in clause 1.1 (Definitions) and by replacing it with the following new paragraph (c): "(c) in respect of the Upsize Loan, on the earliest of: (i) 15 April 2023; and (ii) the date after the Increase Date on which the Upsize Commitment is fully cancelled or terminated;" (b) by inserting a definition of "First Supplemental Agreement" in alphabetical order in clause 1.1 (Definitions) as follows: ""First Supplemental Agreement" means the supplemental agreement dated ____ March 2023 and made between the parties to this Agreement in connection with the increase of the Upsize Commitments pursuant to Clause 3 (Increase of Upsize Commitments)." (c) by deleting the definition of "Total Upsize Commitments" in clause 1.1 (Definitions) and by replacing it with the following new definition: ""Total Upsize Commitments" means the aggregate of the Upsize Commitments, being $0 at the date of this Agreement, but which has subsequently been increased to up to $70,000,000 in accordance with Clause Error! Reference source not found. (Increase of Upsize Commitments)."; 17

 
5 EUROPE/72748554v4 (d) by deleting paragraph (c) of clause 2.1 (Amount of facility) and by replacing it with the following new paragraph (c): "(c) an upsize term loan facility in an aggregate amount of, initially $0, but which has subsequently been increased to an amount not exceeding the lower of (i) $70,000,000 and (ii) the Total Upsize Commitments in accordance with Clause 3 (Increase of Upsize Commitments)."; and (e) by deleting paragraph (b) of clause 21.1 (Fees) and by replacing it with the following new paragraph (b): "(b) (i) quarterly in arrears on each 31 March, 30 June, 30 September and 31 December and on the first Drawdown Date (or, if earlier, the date on which this Agreement is terminated) during the period from the date of this Agreement to the last day of the Availability Period (or, if earlier, the date on which this Agreement is terminated), for the account of the Lenders, a commitment fee at the rate of 35 per cent. of the Margin per annum on the Total Available Commitments (excluding the Upsize Commitment), for distribution among the Lenders pro rata to their parts of the Total Available Commitments (excluding the Upsize Commitment); (ii) on the earliest of (x) the Drawdown Date in respect of the Upsize Loan, (y) the last day of the Availability Period in respect of the Upsize Commitments and (z) the date on which this Agreement is terminated and during the period from the date of the First Supplemental Agreement to the earliest of (x) the Drawdown Date in respect of the Upsize Loan, (y) the last day of the Availability Period in respect of the Upsize Commitments and (z) the date on which this Agreement is terminated, for the account of the Lenders, a commitment fee at the rate of 35 per cent. of the Margin per annum on the Upsize Commitment, for distribution among the Lenders pro rata to their parts of the Upsize Commitment (and for the purposes of this paragraph only, the Upsize Commitment shall be deemed to have been $70,000,000 from the date of the First Supplemental Agreement notwithstanding that the Increase Date may have occurred later), and, in each case, no such commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment or Upsize Commitment of the Lender for any day on which that Lender is a Defaulting Lender; and". 5.2 Borrower Confirmation On the Effective Date, the Borrower: (a) confirms its acceptance of the amendments effected by this Agreement; (b) agrees that it is bound as the Borrower (as defined in the Amended Loan Agreement); and (c) confirms that the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement.

 
6 EUROPE/72748554v4 5.3 Security confirmation On the Effective Date, the Borrower confirms that: (a) any Security Interests created by it under the Finance Documents extend to the obligations of the Borrower under the Finance Documents as amended and supplemented by this Agreement; (b) the obligations of the Borrower under the Amended Loan Agreement are included in the Secured Liabilities (as defined in the Finance Documents to which it is a party); and (c) the Security Interests created under the Finance Documents continue in full force and effect on the terms of the respective Finance Documents. 5.4 Finance Documents to remain in full force and effect The Finance Documents shall remain in full force and effect and, from the Effective Date: (a) in the case of the Loan Agreement as amended and supplemented pursuant to Clause 5.1 (Specific amendments to the Loan Agreement); (b) the Loan Agreement and the applicable provisions of this Agreement will be read and construed as one document; and (c) except to the extent expressly waived by the amendments effected by this Agreement, no waiver is given by this Agreement and the Lenders expressly reserve all their rights and remedies in respect of any breach of or other Default under the Finance Documents. 6 FURTHER ASSURANCE Clause 10 (further assurances) of each General Assignment, as amended and supplemented by this Agreement, apply to this Agreement as if they were expressly incorporated in it with any necessary modifications. 7 COSTS AND EXPENSES Clause 21.3 (Costs of variations, amendments, enforcement etc.) of the Loan Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications. 8 NOTICES Clause 36 (notices) of the Loan Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications. 9 COUNTERPARTS This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 
7 EUROPE/72748554v4 10 GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 11 ENFORCEMENT Clause 38.2 (Exclusive English jurisdiction) to clause 38.6 (Meaning of "proceedings") of the Loan Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if they were expressly incorporated in it with any necessary modifications. This Agreement has been entered into on the date stated at the beginning of this Agreement.

 
8 EUROPE/72748554v4 SCHEDULE 1 THE LENDERS AND SWAP BANKS THE LENDERS Lender Lending Office BNP Paribas Fortis SA/NV Montagne du Parc 3 – 1000 Brussels, Belgium ING Bank, a branch of ING-DiBa AG Hamburger Allee 1, 60486 Frankfurt am Main, Germany KBC Bank NV Delacenseriestraat 1, 2018 Antwerp, BELGIUM Nordea Bank Abp, filial i Norge Essendropsgate 7 0368 Oslo Norway Standard Chartered Bank 6th Floor 1 Basinghall Avenue, London, EC2V 5DD THE SWAP BANKS Swap Bank Booking Office BNP Paribas Fortis SA/NV Montagne du Parc 3, 1KL1A, 1000 Brussels, Belgium Nordea Bank Abp c/o Nordea Danmark, Filial af Nordea Bank Abp, Finland 7288 Derivatives Services PO box 850 DK-0900 Copenhagen K, Denmark ING Bank NV Foppingadreef 7 P.O. Box 1800 NL-1000 BV Amsterdam The Netherlands KBC Bank NV Havenlaan 2 B-1080 Brussels Belgium Standard Chartered Bank 1 Basinghall Avenue, London, EC2V 5DD, UK

 
9 EUROPE/72748554v4 SCHEDULE 2 CONDITIONS PRECEDENT 1 Borrower Documents of the kind specified in schedule 4 (Condition precedent documents), part A, paragraphs 2, 3 and 4 of the Loan Agreement. 2 Upsize Notice A duly completed Increase Notice duly executed by the Borrower and each of the Increase Lenders: 2.1 specifying Increase Commitments in the amount of $70,000,000; and 2.2 with each of the Lenders a party as an Increase Lender with Increase Commitments pro rata to their Commitments. 3 Security A duly executed original of each Mortgage Addendum together with documentary evidence that each Mortgage Addendum has been duly registered or recorded (as applicable) as a valid addendum to the corresponding Mortgage in accordance with the laws of the jurisdiction of the relevant Approved Flag. 4 Legal opinions Legal opinions of the legal advisers to the Agent and the Security Trustee on the laws of the Republic of Liberia and Belgium. 5 Other documents and evidence 5.1 A certificate signed by two directors of the Borrower confirming that as at the proposed Effective Date and the date of this Agreement: (a) no Default has occurred and is continuing or is reasonably likely to result from the occurrence of the Effective Date; (b) no change of control has occurred; and (c) no event described in paragraphs (a), (b), (f) or (g) of clause 9.10 (mandatory prepayment and cancellation on sale, Total Loss, termination of Shipbuilding Contract or occurrence of Retirement Date) of the Loan Agreement has occurred. 5.2 Evidence that any process agent referred to in Clause 38.4 (Process agent) of the Loan Agreement, as incorporated in this Agreement by Clause 11 (Enforcement), has accepted its appointment. 5.3 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this

 
10 EUROPE/72748554v4 Agreement, the Mortgage Addenda or for the validity and enforceability of any Finance Document as amended and supplemented by this Agreement or by any Mortgage Addendum. 5.4 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 7 (Costs and Expenses) and any Fee Letter have been paid or will be paid by the Increase Date.

 
EXECUTION PAGES دلآ١د Jan SchneidereitBORROWER )SIGNED by ) for and on behalf of EURONAV NV in the presence of: ) /?n \N,MS0'H¥ARl ISAppold Street L٠ondon EC2A 2HS Unjied Kingdom ) EY ^WiLLiAWb■ LLP IENDERS )SIGNED by ) for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: ) ) )SIGNED by ) )for and on behalf of BNP PARIBAS FORTIS SA/NV In the presence of: ) )SIGNED by ) )for and on behalf of ING BANK, a branch of ING-DIBA AG in the presence of: )SIGNED by )for and on behalf of KBC BANK NV in the presence of: ) ) EUROPE/72748554v411

 
EXECUTION PAGES BORROWER )SIGNED by ) forandoti behalf of EURONAVNV in the presence of: LENDERS James Wickham Attorney-it-Fact SIGNED by l·'/٠ WILLIAMS LLP اً؛٨جة ؤأىة٢يقاً|0ئي ثة!اث؟ج ه London Ε02.Α 2ΗΒ Kingdom ٧أ٦ةى؛أ for and on behalf of NORDEA BANK ABP, FILIAL I NORGE In the presence of: ) James Wickham Attorney-ifi-Fact )SIGNED by ) forand on behalf of(ج BNP PARIBAS FORTIS SA/NV In the presence of: j μ iSfcM ) HAily §ΰΚχνί WATSON FARLEY ه WILLIAMS ا 15Appo!tí Street London EC2Ä SHS United Kingdom )SIGNED by James Wickham Attomey-imFact ) )forandonbefialfof ING BANK, a branch of ING-DIBA AG in tfie presence of: c؛H'u /( Im Bu١vr،>K) WATSON FARLEY & WiLLiAMS Li ISAppoid Street London E؛C2A 2ΗΒ United Kingdom ^^esWickham Attomey-in-Fac )SIGNED by forand on behalf of KBC BANK NV in the presence of: : Vi صه٠ك IIQH FARLEY ه WiLLiAMS LL Ifsid Street London EC2A SHB United ،Kingdom EUROPE/72748554V411

 
SIGNED by GAURAV MOOLWANEY for and on behalf of STANDARD CHARTERED BANK in the presence of: BARBARA OMONDI i2— SWAP BANKS SIGNED by for and on behalf of BNP PARIBAS FORTIS SA/NV in the presence of: SIGNED by for and on behalf of NORDEA BANK ABP in the presence of: SIGNED by for and on behalf of ING BANK NV in the presence of: SIGNED by for and on behalf of KBCBANKNV in the presence of: SIGNED by GAURAVMOOLWANEY ) for and on behalf of STANDARD CHARTERED BANK in the presence of: BARBARA OMONDI 12 EUROPE/72748554v4

 
)SIGNED by ) )for and on behalf of STANDARD CHARTERED BANK in the presence of: ) SWAP BANKS James Wickham Attomey-in-Fact)SIGNED by ) for and on behalf of BNP PARIBAS FORTIS SA/NV in the presence of: EuRTPä/ WATSON FARLEY & WILLIAMS LLF 15 Appo Id Street London EC2A 2HB United Kingdom James Wickham Atiörney-in-Fact )SIGNED by ff ؟tJop HAKfcY WATSON FARLEY & WILLIAMS LL 15 Appoid Street London EC2A 2HB United Kingdom for and on behalf of NORDEA BANK ABP in the presence of: ؛ )SIGNED by ) James Wickham Attorney-in-Fact)for and on behalf of ING BANK NV in the presence of: ٥١ΐ£Γ؛؛؛ Η */( MAR\\1 SVRrt WATSON FARLEY & WILLIAMS LLF 15 Appoid Street London EC2A 2HB )SIGNED by U/fited Kingdom) James Wickham Attorney-in-Factyl/f*v ) VtM )؛، va٢öi١f؟ for and on behalf of KBC BANK NV in the presence of: ) WATSON FARLEY & WILLIAMS 15 Appoid Street London EC2A 2B8 United Kingdom LLF' SIGNED by for and on behalf of STANDARD CHARTERED BANK in the presence of: EUROPE/72748554V412

 
MANDATED LEAD ARRANGERS James Wickham Attorney-in-Fact)SIGNED by ) mfor and on behalf of NORDEA BANK ABF, FILIAL I NORGE in the presence of: WATSON FASIEY & WILUAMS LUr، United Kingdom James Wickham Attorney-in-Fact)SIGNED by ) )for and on behalf of BNP PARIBAS FORTIS SA/NV in the presence of: WATSON FARLEY â WILLIAMS L Y (?UKTKM؟U؛H A ;i 5 Appold Street London EC2A 2HB United Kingdom James Wickham Attorney-in-Fact SIGNED by ) Té)for and on behalf of ING BANK, a branch of ING-DIBA AG in the presence of: ) A VK؛A؛WATSON FARLEY 0 WiLL d Street15؛ Appo London EG2A 2HS üniísd Kingdom ) iKAikY ÔUfLW“ SIGNED by do ؛ ( HMIW δ٧κΤ٥Υ for and on behalf of KBC BANK NV in the presence of: James Wickham Attôrney-in-Fact WATSON FARLEY & WILLIAMS LLF؛ 15 Appold Street London EG2A 2HB United Kingdom )SIGNED by for and on behalf of STANDARD CHARTERED BANK in the presence of: EUROPE/72748554V413

 
MANDATED LEAD ARRANGERS SIGNED by for and on behalf of NORDEA BANK ABP, FIUAL I NORGE in the presence of: SIGNED by for and on behalf of BNP PARIBAS FORTIS SA/NV in the presence of: SIGNED by for and on behalf of ING BANK, a branch of ING-DIBA AG in the presence of: SIGNED by for and on behalf of KBCBANKNV in the presence of: SIGNED by GAURAV MOOLWANEY for and on behalf of STANDARD CHARTERED BANK in the presence of: BARBARAOMONDI 13 EUROPE/72748554v4

 
BOOKRUNNER James Wickham Attorney-in-Fact)SIGNED by ) vm %À/*'for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: ٥ ٦ 5 Appold Street London EG2A 2HB Unitoci Kingdom CO-ORDINATOR James Wickham Attorney-in-Fact)SIGNED by ) kfc؟)for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: H ) LLFHiiKy farley & WILLIAIV ؟٧ 15 Appold Street London EC2A 2HB Unitoci Kingdom SUSTAINABILITY AGENT )SIGNED by James Wickham Attömey-in-Fact ) y()for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: Y BiJRW ؛؛؟،Vi A ) WATSON FARLEY & WILLIAi ١؛/ S LLP 15 Appold Street London EC2Ä 2HB Unitoci KingdomAGENT )SIGNED by ) James Wickham Attorney-in-Fact )for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: U fU: ) HARRY) WATSON FARLEY & WILLIAMS ٤j¿ 15 Appold Street London EC2A 2HB Lhi-tGci KingdomSECURITY TRUSTEE SIGNED by d James Wickham Attorney-in-Factfor and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: MAW Bt)f\TD^) WAiSQN FARLEYS، WILLIAMS LLP 15 Appold Street London EC2A 2H Un؛is-cl Kingdom EUROPE/72748554V414

 
EX-4.34 5 ing_dnbx190mxfacilityxag.htm EX-4.34 ing_dnbx190mxfacilityxag
Execution Version Date ___ June 2023 EURONAV NV as Borrower – and – THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders – and – THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Swap Banks – and – DNB (UK) LIMITED ING BANK, A BRANCH OF ING-DIBA AG as Co-Bookrunners – and – DNB (UK) LIMITED ING BELGIUM NV/SA as Sustainability Coordinators – and – DNB (UK) LIMITED ING BANK N.V., SEOUL BRANCH as ECA Coordinators – and – DNB (UK) LIMITED ING BANK, A BRANCH OF ING-DIBA AG CITIBANK N.A., LONDON BRANCH as Mandated Lead Arrangers – and – ING BANK N.V. as Hedge Coordinator – and – ING BELGIUM NV/SA as Sustainability Agent – and – 29

 
2 EUROPE/72894735v11 DNB BANK ASA, LONDON BRANCH as Agent, and Security Trustee – and – DNB BANK ASA, LONDON BRANCH as K-sure Agent LOAN AGREEMENT relating to a sustainability linked term loan facility of up to $190,436,155

 
3 EUROPE/72894735v11 Index Clause Page 1 Interpretation ............................................................................................................................ 2 2 Facility ...................................................................................................................................... 30 3 Position of the Lenders and Swap Banks ................................................................................. 30 4 Drawdown ................................................................................................................................ 31 5 Interest ..................................................................................................................................... 33 6 Interest Periods ........................................................................................................................ 38 7 Default Interest ........................................................................................................................ 39 8 Repayment, Prepayment and Cancellation ............................................................................. 39 9 Conditions Precedent ............................................................................................................... 44 10 Representations and Warranties ............................................................................................. 45 11 General Undertakings .............................................................................................................. 49 12 Corporate Undertakings .......................................................................................................... 55 13 Insurance .................................................................................................................................. 59 14 Ship Covenants ......................................................................................................................... 63 15 Security Cover .......................................................................................................................... 68 16 Payments and Calculations ...................................................................................................... 70 17 Application of Receipts ............................................................................................................ 72 18 Application of Earnings ............................................................................................................ 73 19 Events of Default ...................................................................................................................... 74 20 Fees, Expenses and K-sure Premium ....................................................................................... 78 21 Indemnities .............................................................................................................................. 79 22 No Set-Off or Tax Deduction .................................................................................................... 81 23 Illegality, etc. ............................................................................................................................ 84 24 The Agent and the Arrangers ................................................................................................... 85 25 The Security Trustee ................................................................................................................ 94 26 K-sure Agent ........................................................................................................................... 108 27 Conduct of Business by the Creditor Parties ......................................................................... 109 28 Sharing among the Creditor Parties ....................................................................................... 109 29 Increased Costs ...................................................................................................................... 110 30 Set-Off .................................................................................................................................... 113 31 Transfers and Changes in Lending Offices ............................................................................. 114 32 Confidential Information ....................................................................................................... 119 33 Confidentiality of Funding Rates ............................................................................................ 123 34 Variations and Waivers .......................................................................................................... 124 35 Bail-In ..................................................................................................................................... 127 36 Notices ................................................................................................................................... 128 37 Supplemental ......................................................................................................................... 130 38 Law and Jurisdiction ............................................................................................................... 131 Schedules Schedule 1 Lenders and Commitments and Swap Banks ................................................................... 133 Part A Commercial Lenders ............................................................................................................ 133 Part B K-sure Lenders ...................................................................................................................... 135 Part C Swap Banks........................................................................................................................... 136 Schedule 2 Drawdown Notice ............................................................................................................. 137 Schedule 3 Condition Precedent Documents ..................................................................................... 138 Part A .............................................................................................................................................. 138 Part B .............................................................................................................................................. 139 Schedule 4 Transfer Certificate ........................................................................................................... 142 Schedule 5 Details of Ships ................................................................................................................. 146 Schedule 6 Form of Certificate of Compliance ................................................................................... 147 Schedule 7 Designation Notice ........................................................................................................... 150 Schedule 8 Timetables ........................................................................................................................ 151

 
4 EUROPE/72894735v11 Schedule 9 Qualifying Green Projects ................................................................................................. 152 Schedule 10 Approved Lenders .......................................................................................................... 153 Execution Execution Pages .................................................................................................................................. 155

 
1 EUROPE/72894735v11 THIS AGREEMENT is made on ___ June 2023 BETWEEN (1) EURONAV NV, as Borrower (2) THE BANKS AND FINANCIAL INSTITUTIONS listed in Part A of Schedule 1 (Lenders and Commitments), as Commercial Lenders (3) THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (Lenders and Commitments), as K-sure Lenders (4) THE BANKS AND FINANCIAL INSTITUTIONS listed in Part C of Schedule 1 (Lenders and Commitments), as Swap Banks (5) DNB (UK) LIMITED, ING BANK, A BRANCH OF ING-DIBA AG and CITIBANK N.A., LONDON BRANCH as Mandated Lead Arrangers (6) DNB (UK) LIMITED and ING BANK, A BRANCH OF ING-DIBA AG as Co-Bookrunners (7) ING BANK N.V. as Hedge Coordinator (8) DNB (UK) LIMITED and ING BELGIUM NV/SA as Sustainability Coordinators (9) ING BELGIUM NV/SA as Sustainability Agent (10) DNB BANK ASA, LONDON BRANCH and ING BANK N.V. SEOUL BRANCH as ECA Coordinators (11) DNB BANK ASA, LONDON BRANCH, as Agent (12) DNB BANK ASA, LONDON BRANCH, as Security Trustee (13) DNB BANK ASA, LONDON BRANCH, as K-sure Agent BACKGROUND (A) The Lenders have agreed to make available to the Borrower a term loan facility of up to $190,436,155 for the purpose of financing up to the lower of (i) 65 per cent. of the Purchase Price and (ii) 65 per cent. of the Fair Market Value of the Ships. The Facility shall be provided in four Tranches, one per Ship, with each Tranche to be split into a Commercial Advance in the amount equal to 20 per cent. of the Tranche (with the aggregate amount of all Commercial Advances not exceeding $38,087,231) and a K-sure Advance in the amount equal to 80 per cent. of the Tranche (with the aggregate amount of all K-sure Advances not exceeding $152,348,924). (B) The Swap Banks may agree to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower's exposure under this Agreement to interest rate fluctuations. (C) The Lenders and the Swap Banks have agreed to share in the security to be granted to the Security Trustee pursuant to this Agreement on the terms described herein. IT IS AGREED as follows: 29

 
2 EUROPE/72894735v11 1 INTERPRETATION 1.1 Definitions Subject to Clause 1.5 (General Interpretation), in this Agreement: "Account Charge" means a deed creating security in respect of the Earnings Account in favour of the Security Trustee in the Agreed Form. "Advance" means the borrowing of part of a Tranche under this Agreement. "AER Reference Vessels" means any vessels owned by any member of the Group other than vessels that are undergoing extended storage or ship-to-ship operations. "AER Trajectory Value" means the value set out in the table below in respect of a given class of the AER Reference Vessels in any given year. AER Reference Vessels 2023 2024 2025 2026 2027 Suezmax 3.1839 3.1031 3.0223 2.9415 2.8606 VLCC 200000-+ 2.1020 2.0487 1.9953 1.9419 1.8886 "Affiliate" means, in relation to any person, a subsidiary of that person or a Holding Company of that person or any other subsidiary of that Holding Company. "Agent" means DNB Bank ASA, London Branch acting in such capacity through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, or any successor of it. "Agreed Form" means in relation to any document, that document in a form agreed in writing by the Agent (acting on the instructions of the Lenders or, if agreed in the Finance Documents, the Majority Lenders) and (if applicable) the K-sure Agent acting pursuant to the instructions of K-sure, or if otherwise approved in accordance with any other procedure specified in the relevant provision of any Finance Document. "Annex VI" means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto. "Annual Efficiency Ratio" has the meaning given to the term "AER" in the Poseidon Principles. "Anti-Corruption Laws" means the England and Wales Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other applicable anti-corruption legislation in any other jurisdictions. "Approved Classification Society" means any of DNV GL, Bureau Veritas, Lloyds Register of Shipping, American Bureau of Shipping, Nippon Kaiji Kyokai or such other classification society which the Agent has approved or selected (with the authorisation of the Majority Lenders). "Approved Flag" means Greek, Liberian, Belgian, French, Malta, Marshall Islands, Hong Kong and Panama flags and any other flag approved by the Agent (acting on the instructions of the Majority Lenders). "Approved Lender" means any of the financial institutions and banking groups listed in Schedule 10 (Approved Lenders). "Approved Manager" means:

 
3 EUROPE/72894735v11 (a) in relation to the technical management of each Ship: (i) Euronav Ship Management SAS of 15 Quai Ernest Renaud, Immeuble Les Salorges 1, 44000 Nantes, France (with a Belgian branch office at De Gerlachekaai 20, B 2000 Antwerp 1, Belgium); or (ii) Anglo Eastern Ship Management Ltd of 23/F, 248 Queen's Road, East Wanchai, Hong Kong; or (iii) Anglo-Eastern (Antwerp) N.V. of Sneeuwbeslaan 14, 2610 Antwerp, Belgium; or (iv) Anglo-Eastern Tanker Management (Hong Kong) Limited of 27/F, 248 Queen's Road, East Wanchai, Hong Kong; or (v) Anglo-Eastern (Labuan) Limited of Unit Level 11(A), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia; or (vi) any member of the Anglo-Eastern Univan Group; or (vii) Wallem of 9/F Dorset House, Taikou Place, 979 King's Road, Quarry Bay, Hong Kong; or (viii) V. Ships of 63 Queen Victoria Street, EC4N 4UA, London, England; or (ix) Euronav Ship Management (Hellas) Ltd. (Greek Branch) of 69 Akti Miaouli Str, Piraeus 185 37, Greece; or (x) Columbia Shipmanagement Ltd. of 21 Spyrou Kyprianou Avenue, Yermasoyia, 4042 Limassol-Cyprus; or (xi) Northern Marine Limited, of Alba House, 2 Central Avenue, Clydebank, Glasgow, G81 2QR, Scotland; and (b) in relation to the commercial management of each Ship: (i) the Borrower; (ii) any wholly owned subsidiary of the Borrower; or (iii) Tankers International Limited of 10 Bressenden Place, 1st Floor, Verde Building, London SW1E 5DH, or, in each case, any other company which the Agent (with the authorisation of the Lenders) may approve from time to time as the technical or commercial manager of that Ship (such approval not to be unreasonably withheld). "Approved Shipbroker" means Clarksons Platou Securities AS, Arrow Sale & Purchase (UK) Limited, Braemar ACM, Simpson Spence Young, Fearnleys, or such other independent sale and purchase shipbrokers which the Agent has approved or selected (with the authorisation of the Lenders) and to which the Borrower may agree. "Arrangers" means, together, the Mandated Lead Arrangers, the ECA Coordinator and the Co- Bookrunners.

 
4 EUROPE/72894735v11 "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. "Authorisation" means an authorisation, consent, approval, resolution, licence, permit, ruling, exemption, filing, notarisation, legalisation or registration. "Available Commitment" means, in relation to a Lender under each Tranche and at any time, its Commitment less its Contribution at that time (and "Total Available Commitments" means the aggregate of the Available Commitments of all the Lenders). "Availability Period" means, in respect of a Tranche, the period commencing on the date of this Agreement and ending on the earlier of: (a) the date falling 20 Business Days after the Delivery Date for the relevant Ship other than in the case of Ship A and Ship B where such date shall be the date falling 180 days after the contractual date for delivery of Ship A under the Shipbuilding Contact in respect of Ship A (such contractual delivery date being 30 June 2023); or (b) the date on which the Shipbuilding Contract in respect of the relevant Ship is cancelled or terminated; or (c) (i) in respect of Ship A, 26 March 2024; (ii) in respect of Ship B, 17 May 2024; (iii) in respect of Ship C, 27 October 2024; and (iv) in respect of Ship D, 10 November 2024, or, in each case, such later date as may be agreed between (A) the Borrower, (B) the Agent, acting on the instructions of the Lenders and (C) the K-sure Agent, acting on the instructions of K-sure. "Bail-In Action" means the exercise of any Write-down and Conversion Powers. "Bail-In Legislation" means: (a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; (b) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and (c) in relation to the United Kingdom, the UK Bail-In Legislation. "Blocking Law" means: (a) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom);

 
5 EUROPE/72894735v11 (b) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or (c) any other blocking or anti-boycott law of Germany, the European Union, the United Kingdom. "Borrower" means Euronav NV, a company incorporated in Belgium whose registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium. "Break Costs" means the amount (if any) by which: (a) the interest (excluding the applicable Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in relation to the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period, exceeds (b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period. "Builder" means Hyundai Samho Heavy Industries Co., Ltd., a company incorporated and existing under the laws of the Republic of Korea with its principal office at 93 Daebul-Ro, Samho-Eup, Yeongam-Gun, Jeollanam-Do, Korea. "Business Day" means: (a) a day on which banks are open in London, Oslo, Amsterdam, Frankfurt, Singapore, Seoul and Antwerp; and (b) in respect of a day on which a payment is required to be made under a Finance Document, also New York City; and (c) (in relation to the fixing of an interest rate) which is a US Government Securities Business Day. "Change of Control" means, in relation to the Borrower, if 2 or more persons acting in concert or any individual person in each case other than the Permitted Holders: (a) acquires legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital or voting rights of the Borrower; or (b) has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Borrower. "Co-Bookrunners" means DNB (UK) Limited and ING Bank, a branch of ING-DiBa AG. "Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated, and rulings issued thereunder. "Commercial Advance" means, in respect of each Tranche, an Advance in an amount equal to 20 per cent. of the amount of that Tranche. "Commercial Lender Commitment" means, in relation to a Commercial Lender, the amount set opposite its name in Part A of Schedule 1 (Lenders and Commitments), or, as the case may

 
6 EUROPE/72894735v11 require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and "Total Commercial Lender Commitments" means the aggregate of the Commercial Lender Commitments of all the Commercial Lenders being no more than US$38,087,231 or 20 per cent of the Total Commitments). "Commitment" means: (a) in relation to a Commercial Lender, its Commercial Lender Commitment; and (b) in relation to a K-sure Lender, its K-sure Lender Commitment. "Compliance Certificate" means a certificate in the form set out in Schedule 6 (Form of Certificate of Compliance) or in any other format which the Agent may approve and with such other information as the Agent may require. "Confidential Information" means all information relating to the Borrower, the Group, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan from either: (a) any member of the Group or any of its advisers; or (b) another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes: (i) information that (A) is or becomes public information other than as a direct or indirect result of any breach by that Creditor Party of Clause 32.2 (Disclosure of Confidential Information); or (B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or (C) is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Group and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and (ii) any Funding Rate. "Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the Loan Market Association from time to time (as logically amended to reflect the terms of this Agreement) or in any other form agreed between the Borrower and the Agent. "Confirmation", in relation to any continuing Designated Transaction, has the meaning given in the relevant Master Agreement.

 
7 EUROPE/72894735v11 "Connectivity Reference Vessels" means vessels owned by any member of the Group other than vessels that are undergoing extended storage or ship-to-ship operations and which are managed by Euronav Ship Management SAS or Euronav Ship Management (Hellas) Ltd. (Greek Branch). "Connectivity KPI" means the value set out in the table below in respect of a given class of the Connectivity Reference Vessels in any given year: Year Annual GB provided for free to each seafarer Cost for additional MB 2023 36 $ 0.033 / MB 2024 42 $ 0.033 / MB 2025 48 $ 0.025 / MB 2026 54 $ 0.025 / MB 2027 60 $ 0.025 / MB "Contractual Currency" has the meaning given in Clause 21.4 (Currency indemnity). "Contribution" means, in relation to a Lender, the part of the Loan which is owing to that Lender. "Corresponding Debt" means any amount, other than any Parallel Debt, which the Borrower owes to a Creditor Party under or in connection with the Finance Documents. "Creditor Party" means the Agent, the Security Trustee, the Sustainability Agent, the K-sure Agent, the Mandated Lead Arrangers, the Co-Bookrunners, the ECA Coordinator, Sustainability Coordinators, the Hedge Coordinator, any Lender or any Swap Bank, whether as at the date of this Agreement or at any later time. "Deed of Covenant" means, in relation to each Ship and where (in the opinion of the Agent) it is appropriate in the context of the relevant Approved Flag, a deed of covenant collateral to the Mortgage on that Ship to be executed by the Borrower in favour of the Security Trustee in the Agreed Form. "Defaulting Lender" means any Lender: (a) which has failed to make available the relevant proportion of its Commitment in respect of any Advance or has given notice to the Agent that it will not make such amount available by the relevant Drawdown Date pursuant to Clause 4.3 (Notification to Lenders of receipt of a Drawdown Notice); or (b) which has otherwise rescinded or repudiated a Finance Document; or (c) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above: (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Disruption Event; and

 
8 EUROPE/72894735v11 payment is made within 5 Business Days of its due date; or (ii) the Lender is disputing in good faith whether it is contractually obliged to make the relevant payment. "Delivery Date" means, in respect of a Ship, the date on which that Ship is delivered by the Builder to the Borrower under the applicable Shipbuilding Contract. "Designated Transaction" means a Transaction which fulfils the following requirements: it is entered into by the Borrower pursuant to a Master Agreement with a Swap Bank; (a) its purpose is the hedging of the exposure of the Borrower under this Agreement to fluctuations in the Reference Rate arising from the funding of the Loan (or any part thereof) for a period expiring no later than the last Maturity Date; and (b) it is designated by the Borrower and/or by the relevant Swap Bank, by delivery by the Borrower and/or that Swap Bank to the Agent of a notice of designation in the form set out in Schedule 7 (Designation Notice), as a Designated Transaction for the purposes of the Finance Documents. "Disruption Event" means either or both of: (a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, a party to this Agreement (a "Party"); or (b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party: (i) from performing its payment obligations under the Finance Documents; or (ii) from communicating with other parties in accordance with the terms of the Finance Documents, and which (in each case) is not caused by, and is beyond the control of, the Party whose operations are disrupted. "Dollars" and "$" means the lawful currency for the time being of the United States of America. "Drawdown Date" means, in relation to a Tranche, the date requested by the Borrower for the Tranche to be made, or (as the context requires) the date on which the Tranche is actually made. "Drawdown Notice" means a notice in the form set out in Schedule 2 (Drawdown Notice) (or in any other form which the Agent approves or reasonably requires). "Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise out of the use or operation of that Ship, including (but not limited to): (a) all freight, hire and passage moneys, compensation payable to the Borrower in the event of requisition of that Ship for hire, remuneration for salvage and towage

 
9 EUROPE/72894735v11 services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship; (b) all moneys which are at any time payable under Insurances in respect of loss of earnings; and (c) if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship. "Earnings Account" means an account in the name of the Borrower with the Agent in London designated "[Name of Borrower] - Earnings Account", or any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is agreed by the Agent and the Borrower as the Earnings Account for the purposes of this Agreement. "ECA Coordinators" means DNB Bank ASA, London Branch and ING Bank N.V., Seoul Branch. "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. "Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws. "Environmental Claim" means: (a) any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or (b) any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident, and "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset. "Environmental Incident" means: (a) any release of Environmentally Sensitive Material from a Ship; or (b) any incident in which Environmentally Sensitive Material is released from a vessel other than a Ship and which involves a collision between a Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Ship and/or the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or (c) any other incident in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which a Ship is actually or reasonably likely to be arrested and/or where the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.

 
10 EUROPE/72894735v11 "Environmental Law" means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material. "Environmentally Sensitive Material" means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous. "Erroneous Payment" has the meaning given to it in Clause 24.20 (Amounts paid in error). "EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time. "EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC. "Event of Default" means any of the events or circumstances described in Clause 19.1 (Events of Default). "Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement. "Fallback Interest Period" means one month. "FATCA" means (a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance; (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction. "FATCA Application Date" means: (a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA. "FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by or under FATCA. "FATCA Exempt Party" means a party to a Finance Document that is entitled to receive payments free from any FATCA Deduction.

 
11 EUROPE/72894735v11 "Fair Market Value" means, in relation to a Ship, a valuation of its market price as determined in accordance with Clause 15.3 (Valuation of Ships). "Fee Letter" means any letter or letters dated on or about the date of this Agreement between any of the Mandated Lead Arrangers, the Agent and the Security Trustee and the Borrower setting out any of the fees referred to in Clause 20.1 (Fees). "Finance Documents" means: (a) this Agreement; (b) any Fee Letter; (c) each Drawdown Notice; (d) the Mortgages; (e) the Deeds of Covenant; (f) the General Assignments; (g) the Account Pledges; (h) the Master Agreements; (i) the Master Agreement Assignments; (j) any other document (whether creating a Security Interest or not, other than a Manager’s Undertaking) which is executed at any time by the Borrower or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the other documents referred to in this definition; or (k) any other document designated as such by the Agent and the Borrower. "Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor: (a) for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor; (b) under any loan stock, bond, note or other security issued by the debtor; (c) under any acceptance credit, guarantee or letter of credit facility made available to the debtor; (d) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under IFRS; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

 
12 EUROPE/72894735v11 (g) under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or (h) under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (g) if the references to the debtor referred to the other person. "Frontline" means Frontline Ltd., a company incorporated in Bermuda with registration number 17460 and having its registered office at Par-La Ville Place 14 Par-La Ville Road, 4th floor Hamilton, Pembroke, HM 08 Bermuda. "Fund" means a fund which is regularly engaged in, or established for the purpose of, making, purchasing or investing in loans, securities or other financial assets. "Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to sub- paragraph (ii) of paragraph (a) of Clause 5.6 (Cost of funds). "General Assignment" means, in relation to each Ship, a deed to be executed by the Borrower in favour of the Security Trustee creating security in respect of the Earnings, the Insurances and any Requisition Compensation relating to that Ship and any Long Term Charter in relation to that Ship and any guarantee of such charter in the Agreed Form. "Green Projects KPI" means the number of Qualifying Green Projects set out in the table below completed in any given year. Year Number of Qualifying Green Projects 2023 7 2024 14 less the number of Qualifying Green Projects completed in 2023 2025 16 less the number of Qualifying Green Projects completed in 2023 and 2024 2026 18 less the number of Qualifying Green Projects completed in 2023 to 2025 (inclusive) 2027 20 less the number of Qualifying Green Projects completed in 2023 to 2026 (inclusive) "Group" means the Borrower and each of its subsidiaries. "Historic Term SOFR" means, in relation to the Loan or any part of the Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan and which is as of a day which is no more than five US Government Securities Business Days before the Quotation Date. "Hemen Holding" means Hemen Holding Limited, a company incorporated in Cyprus with registration number HE87804 and having its registered office at P.O. Box 3562, CY-3399 Limassol, Cyprus.

 
13 EUROPE/72894735v11 "Holding Company" means, in relation to a person, any other person in relation to which it is a subsidiary. "Hong Kong Convention" means the International Maritime Organization's convention for the Safe and Environmentally Sound Recycling of Ships, 2009 together with the guidelines to be issued by the International Maritime Organization in connection with such convention. "IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002, as the same may be updated from time to time, to the extent applicable to the relevant financial statements. "Initial DOJ Statement" means the statement issued by the U.S. Department of Justice in respect of the Oceania Investigation dated 20 May 2023, a copy of which was provided by the Borrower to the Agent prior to this Agreement. "Initial S&K Memo" means the memo of the Borrower’s U.S. counsel, Seward & Kissel in respect of the Oceania Investigation dated 17 May 2023, a copy of which was provided by the Borrower to the Agent prior to this Agreement. "Impaired Agent" means the Agent at any time when: (a) it has failed to make (or has notified a party to a Finance Document that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment; (b) the Agent otherwise rescinds or repudiates a Finance Document; (c) (if the Agent is also a Lender), it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or (d) an Insolvency Event has occurred and is continuing with respect to the Agent; unless, in the case of paragraph (a) above: (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Disruption Event; and (ii) payment is made within 10 Business Days of its due date; or (iii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question. "Insolvency Event" in relation to a Lender means that Lender: (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (c) makes a general assignment, arrangement, or composition with or for the benefit of its creditors; (d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the

 
14 EUROPE/72894735v11 jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official; (e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and: (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or (ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above); (h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or (j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. "Insurances" means, in relation to a Ship: (a) all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, which are effected in respect of that Ship, its Earnings or otherwise in relation to it; and (b) all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium. "Interest Period" means a period determined in accordance with Clause 6 (Interest Periods). "Interpolated Term SOFR" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between: (a) either:

 
15 EUROPE/72894735v11 (i) the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or (ii) if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, the most recent applicable Term SOFR for a tenor of one month; and (b) the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan. "Inventory of Hazardous Materials" means, in relation to a Ship, the document issued by the relevant Approved Classification Society describing the materials present in such Ship's structure and equipment that may be hazardous to human health or the environment along with their respective location and approximate quantities. "ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time (and the terms "safety management system", "Safety Management Certificate" and "Document of Compliance" have the same meanings as are given to them in the ISM Code). "ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time. "ISSC" means an International Ship Security Certificate issued under the ISPS Code. "K-sure Advance" means, in respect of each Tranche, an Advance in an amount equal to 80 per cent. of the amount of that Tranche. "K-sure" means Korea Trade Insurance Corporation at 2-16th Floors, Korea Trade Insurance Corporation Building, 14, Jong-ro, Jongro-gu, Seoul, 03187, Republic of Korea. "K-sure Agent" means DNB Bank ASA, London Branch, as agent of the other Creditor Parties with respect to the K-sure Insurance Policy, acting in such capacity through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF. "K-sure Insurance Policy" means an insurance policy issued or to be issued by K-sure in favour of the K-sure Lenders together with the General Terms and Conditions of Medium and Long Term Export Insurance (Buyer's Credit, Standard Type) and the special terms and conditions each attached to the insurance policy providing political and commercial risks cover and otherwise setting out the terms and conditions of K-sure's insurance cover for an amount of 95 per cent. of each K-sure Advance and accrued interest (other than interest payable under Clause 7 (Default Interest)) on it. "K-sure Lender Commitment" means, in relation to a K-sure Lender, the amount set opposite its name in Part B of Schedule 1 (Lenders and Commitments), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and "Total K-sure Lender Commitments" means the aggregate of the K-sure Lender Commitments of all the K-sure Lenders) being no more than US$152,348,924 or 80 per cent of the Total Commitments.

 
16 EUROPE/72894735v11 "K-sure Premium" means the amount of premium in respect of the K-sure Advances being payable or (as the context may require) paid to K-sure under the terms of the K-sure Insurance Policy for such K-sure Advances on or prior to the first Drawdown Date. "Lender" means: (a) any Commercial Lender; and (b) any K-sure Lender, acting through its branch indicated in Schedule 1 (Lenders and Commitments) (or through another branch notified to the Borrower under Clause 31.13 (Change of lending office) or its transferee, successor or assign. "Loan" means the principal amount for the time being outstanding under this Agreement. "Long Term Charter" means any charter or other contract of employment for a Ship which is entered into by the Borrower for a term which exceeds 36 months’ duration. "Manager's Undertaking" means, in relation to a Ship, the undertaking to be given by the Approved Manager in favour of the Security Trustee in the Agreed Form. "Mandated Lead Arrangers" means DNB (UK) Limited, ING Bank, a branch of ING-DiBa AG and Citibank N.A., London Branch. "Major Casualty" means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency. "Majority Lenders" means a Lender or Lenders (including at least one Commercial Lender) whose Commitments aggregate more than 662/3 per cent. of the Total Commitments or, if the Commitments has been cancelled in full, a Lender or Lenders whose participations in the Loan immediately before such cancellation in full aggregate more than 66⅔ per cent. of the Total Commitments immediately before such cancellation. "Margin" has the meaning given to it at Clause 5.8 (Calculation of Margin). "Margin Adjustment Date" means: (a) the date falling 10 Business Days after the date of delivery by the Borrower of each annual Compliance Certificate in accordance with paragraph (e) of Clause 11.5 (Provision of financial statements) provided with the financial statements referred to in paragraph (a) of Clause 11.5 (Provision of financial statements) in relation to the financial year of the Borrower ended 31 December 2023 or any subsequent financial year of the Borrower; or (b) if the Borrower fails to provide a Compliance Certificate in accordance with paragraph (e) of Clause 11.5 (Provision of financial statements) with the financial statements referred to in paragraph (a) of Clause 11.5 (Provision of financial statements) in respect of a financial year of the Borrower, the date falling 121 days after the end of the financial year to which those financial statements were to relate, provided however, in each case, if such date is not the last day of an Interest Period such date shall be deferred to the last day of the then current Interest Period. "Market Disruption Rate" means the Reference Rate.

 
17 EUROPE/72894735v11 "Master Agreement" means each master agreement (on the 1992 or 2002 (as the case may be) ISDA (Multicurrency-Crossborder) form) in an agreed form made or to be made between the Borrower and a Swap Bank and includes all Designated Transactions from time to time. "Master Agreement Assignment" means, in relation to each Master Agreement, the assignment of that Master Agreement in the Agreed Form. "Maturity Date" means: (a) in respect of the Tranche relating to Ship A, the date that is the earlier of (i) 26 March 2036 and (ii) the date falling 12 years from the Delivery Date in respect of that Ship; (b) in respect of the Tranche relating to Ship B, the date that is the earlier of (i) 17 May 2036 and (ii) the date falling 12 years from the Delivery Date in respect of that Ship; (c) in respect of the Tranche relating to Ship C, the date that is the earlier of (i) 27 October 2036 and (ii) the date falling 12 years from the Delivery Date in respect of that Ship; (d) in respect of the Tranche relating to Ship D, the date that is the earlier of (i) 10 November 2036 and (ii) the date falling 12 years from the Delivery Date in respect of that Ship. "Mortgage" means, in relation to each Ship, a first priority or preferred (as the case may be) mortgage on that Ship in the form appropriate to the relevant Approved Flag in each case executed by the Borrower in favour of the Security Trustee (and/or such other Creditor Parties as may be appropriate in the opinion of the Agent and in the context of the relevant Approved Flag), each such mortgage to be in the Agreed Form and, where the relevant Approved Flag is Belgian or French flag, the amount secured by such mortgage shall be limited to 125 per cent. of the Fair Market Value of the relevant Ship as at the date of the relevant mortgage. "Non-Consenting Lender" means any Lender which does not and continues not to consent or agree to: (a) a request of the Borrower or the Agent (at the request of the Borrower) to give a consent in relation to, or to agree to a waiver or amendment of, any provision of the Finance Documents; (b) the consent, waiver or amendment in question requires the approval of all of the Lenders; and (c) Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments have consented or agreed to such waiver or amendment. "Notifying Lender" has the meaning given in Clause 23 (Illegality, etc.) or Clause 29.1 (Increased costs) as the context requires. “Oceania Investigation” has the meaning given in Clause 11.7 (Provision of further information). "Payment Currency" has the meaning given in Clause 21.4 (Currency indemnity). "Parallel Debt" means any amount which the Borrower owes to the Security Trustee under Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) or under that clause as incorporated by reference or in full in any other Finance Document.

 
18 EUROPE/72894735v11 "Parallel Vehicle" means a vehicle used in a parallel funds structure composed of side-by-side vehicle(s) which invest and divest alongside the main fund. "Party" means a party to this Agreement. "Permitted Holders" means each of Saverco, Victrix, Frontline and Hemen Holding (and (in each case) any Parallel Vehicle thereof and their respective alternative investment vehicles) and their affiliates. "Permitted Pooling Agreement" means: (a) the pooling agreement and the pool charter party dated 3 June 2023 made between the Borrower and Tankers International Limited in respect of Ship A; or (b) any other pool participation agreement made between Tankers International Limited as pool company and the Borrower as pool participant in respect of a Ship and designated as a Permitted Pooling Agreement by the Borrower and the Agent (acting with the authorisation of the Majority Lenders, such authorisation not to be unreasonably withheld). "Permitted Security Interests" means: (a) Security Interests created by the Finance Documents; (b) liens for unpaid master's and crew's wages in accordance with usual maritime practice, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps); (c) liens for salvage; (d) liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to a Ship not prohibited by this Agreement; (e) liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps); (f) any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Borrower is prosecuting or defending such proceedings or arbitration in good faith by appropriate steps provided such Security Interest does not (and is not likely to) result in any sale, forfeiture or loss of a Ship; and (g) Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made. "Pertinent Document" means: (a) any Finance Document; (b) any Shipbuilding Contract;

 
19 EUROPE/72894735v11 (c) any Master Agreement; (d) any policy or contract of insurance contemplated by or referred to in Clause 13 (Insurance) or any other provision of this Agreement or another Finance Document; (e) any other document contemplated by or referred to in any Finance Document; and (f) any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraphs (c) or (d). "Pertinent Jurisdiction" in relation to a company, means: (a) England and Wales; (b) the country under the laws of which the company is incorporated or formed; (c) a country in which the company has the centre of its main interests or in which the company's central management and control is or has recently been exercised; (d) a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax; (e) a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or a permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and (f) a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c). "Pertinent Matter" means: (a) any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or (b) any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a); and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing. "Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time. "Potential Event of Default" means an event or circumstance which, with the giving of any notice, the lapse of time, a reasonable determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default. "Purchase Price" means the purchase price of a Ship paid by the Borrower to the Builder in connection with the relevant Shipbuilding Contract.

 
20 EUROPE/72894735v11 "Put Option Date" means the fifth anniversary of the first Drawdown Date. "Qualifying Green Project" means a project of a type described in Schedule 9 (Qualifying Green Projects) in respect of any vessel owned by the Borrower or any subsidiary of it. "Quotation Day" means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days). "Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets. "Recognised Organisation" means, in respect of a Ship, an organisation representing that Ship's flag state and, for the purposes of Clause 14.16 (Poseidon Principles), duly authorised to determine whether the Borrower has complied with regulation 22A of Annex VI. "Reference Rate" means, in relation to the Loan or any part of the Loan: (a) the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or (b) as otherwise determined pursuant to Clause 5.4 (Unavailability of Term SOFR), and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero. "Related Fund" means, in relation to a Fund or Lender, any other Fund that either has the same fund manager or asset manager or has common ownership with an existing Lender or is owned or managed by an existing Lender. "Relevant Person" means: (a) the Borrower; (b) each subsidiary of the Borrower; and (c) all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a) to (b) above; "Relevant Jurisdiction" means, in relation to the Borrower: (a) the jurisdiction under who laws the Borrower is incorporated as at the date of this Agreement; (b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated; (c) any jurisdiction where it conducts its business; and (d) the jurisdiction whose laws govern the perfection of any of the Finance Documents entered into by it.

 
21 EUROPE/72894735v11 "Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. "Repayment Date" means a date on which a repayment is required to be made under Clause 8 (Repayment, Prepayment and Cancellation). "Repeating Representation" means each of the representations set out in Clause 9.3 (Representations and Warranties) except Clause 10.22 (Insolvency), Clause 10.19 (Deduction of Tax) and Clause 10.20 (No filing or stamp taxes) and any representation made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated. "Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. "Requisition Compensation" includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of "Total Loss". "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. "Restricted Party" means a person: (a) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person); (b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to Sanctions Laws which attach legal effect to being domiciled, registered as located or having its main place of business in such country; or (c) that is directly or indirectly owned or controlled by a person referred to in paragraph (a) and/or (b) above; or (d) with which any member of the Group is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws; "Sanctions Authority" means the Norwegian State, the United Nations, the United Kingdom, the European Union, the member states of the European Union, the United States of America, Australia and Canada and any authority acting on behalf of any of them in connection with Sanctions Laws. "Sanctions Laws" means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority. "Sanctions List" means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority as amended, revised, supplemented or substituted from time to time. “Sanctions Provisions” means Clause 10.15 (Sanctions), Clause 11.17 (Conduct of business; compliance with laws) so far as it relates to Sanctions Laws, Clause 11.19 (compliance with Sanctions Laws) and Clause 12.11 (Notifications of Sanctions).

 
22 EUROPE/72894735v11 "Saverco" means Saverco NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium. "Secured Liabilities" means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or any judgment relating to any Finance Document; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country. "Security Assets" means all of the assets of the Borrower which from time to time are, or are expressed to be, the subject of the Transaction Security. "Security Interest" means: (a) a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind; (b) the security rights of a plaintiff under an action in rem; and (c) any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution. "Security Party" means any person other than the Borrower (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of "Finance Documents". "Security Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the Security Parties and the other Creditor Parties that: (a) all amounts which have become due for payment by the Borrower or any Security Party under the Finance Documents have been paid; (b) no amount is owing or has accrued (without yet having become due for payment) under any Finance Document and all Commitments have terminated; (c) neither the Borrower nor any Security Party has any future or contingent liability under Clause 20 (Fees, Expenses), Clause 21 (Indemnities) or Clause 22 (No Set-Off or Tax Deduction) or any other provision of this Agreement or another Finance Document; and (d) the Agent, the Security Trustee and the Majority Lenders, acting reasonably, consider that there is no significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document. "Security Property" means: (a) the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Creditor Parties and all proceeds of that Transaction Security;

 
23 EUROPE/72894735v11 (b) all obligations expressed to be undertaken by the Borrower or any Security Party to pay amounts in relation to the Secured Liabilities to the Security Trustee as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by the Borrower or any other person in favour of the Security Trustee as trustee for the Creditor Parties; (c) the Security Trustee's interest in any turnover trust created under the Finance Documents; (d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties, except: (i) rights intended for the sole benefit of the Security Trustee; and (ii) any moneys or other assets which the Security Trustee has transferred to the Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement. "Security Trustee" means DNB Bank ASA, London Branch, acting in such capacity through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, or any successor of it. "Servicing Bank" means the Agent or the Security Trustee. "Ship" means Ship A, Ship B, Ship C or Ship D. "Ship A" means the vessel having Builder's Hull No. 8134, details of which are set out opposite its name in Schedule 5 (Details of Ships), which is to be constructed by the Builder for, and purchased by, the Borrower under the applicable Shipbuilding Contract and upon delivery registered in the name of the Borrower under an Approved Flag. "Ship B" means the vessel having Builder's Hull No. 8135, details of which are set out opposite its name in Schedule 5 (Details of Ships), which is to be constructed by the Builder for, and purchased by, the Borrower under the applicable Shipbuilding Contract and upon delivery registered in the name of the Borrower under an Approved Flag. "Ship C" means the vessel having Builder's Hull No. 8136, details of which are set out opposite its name in Schedule 5 (Details of Ships), which is to be constructed by the Builder for, and purchased by, the Borrower under the applicable Shipbuilding Contract and upon delivery registered in the name of the Borrower under an Approved Flag. "Ship D" means the vessel having Builder's Hull No. 8137, details of which are set out opposite its name in Schedule 5 (Details of Ships), which is to be constructed by the Builder for, and purchased by, the Borrower under the applicable Shipbuilding Contract and upon delivery registered in the name of the Borrower under an Approved Flag. "Shipbuilding Contract" means: (a) in respect of Ship A, the shipbuilding contract dated 18 June 2021 and made between the Builder and the Borrower for construction by the Builder of Ship A and its purchase by the Borrower; (b) in respect of Ship B, the shipbuilding contract dated 2 June 2021 and made between the Builder and the Borrower for construction by the Builder of Ship B and its purchase by the Borrower;

 
24 EUROPE/72894735v11 (c) in respect of Ship C, the shipbuilding contract dated 2 June 2021 and made between the Builder and the Borrower for construction by the Builder of Ship C and its purchase by the Borrower; and (d) in respect of Ship D, the shipbuilding contract dated 2 June 2021 and made between the Builder and the Borrower for construction by the Builder of Ship D and its purchase by the Borrower. "SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate). "Specified Time" means a day or time determined in accordance with Schedule 8 (Timetables). "Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI. "Sustainability Agent" means ING Belgium NV/SA. "Sustainability Coordinators" means DNB (UK) Limited and ING Belgium NV/SA. "Sustainability Report" means, for each financial year of the Borrower ending 31 December, a sustainability report in respect of the Borrower in the form set out in the Borrower's annual report for that financial year or such other form acceptable to the Sustainability Agent and reviewed by the Borrower's independent auditor or other qualified service provider, being an external professional services firm, which is qualified to verify, and is regularly engaged in assessing, sustainability performance reporting. "Swap Bank" means a bank or financial institution listed in Schedule 1 (Lenders and Commitments and Swap Banks) and acting through its branch indicated in that Schedule. "Swap Counterparty" means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which enters into that Designated Transaction. "Tax Deduction" has the meaning given in Clause 22.5 (Tax Deduction). "Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate). "Third Parties Act" has the meaning given in Clause 37.4 (Third Party rights). "Total Commitments" means the aggregate of the Total Commercial Lender Commitments and the Total K-sure Lender Commitments. "Total Loss" means, in relation to a Ship: (a) actual, constructive, compromised, agreed or arranged total loss of that Ship; (b) any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority

 
25 EUROPE/72894735v11 or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 90 days redelivered to the Borrower's full control; (c) any condemnation of that Ship by any tribunal or by any person claiming to be a tribunal; or (d) any arrest, capture, seizure or detention of that Ship (including piracy or theft) unless it is within 90 days redelivered to the Borrower's (as the case may be) full control. "Total Loss Date" means, in relation to a Ship: (a) in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of; (b) in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest of: (i) the date on which a notice of abandonment is given to the insurers; and (ii) the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and (c) in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred. "Tranche" means the principal amount of each borrowing in respect of each Ship by the Borrower under this Agreement, being one Tranche per Ship and comprising a Commercial Advance and a K-Sure Advance. "Transaction" has the meaning given in each Master Agreement. "Transaction Security" means the Security Interest created or evidenced or expressed to be created or evidenced under the Finance Documents. "Transfer Certificate" has the meaning given in Clause 31.2 (Transfer by a Lender). "UK Bail-In Legislation" means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). "Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance Documents. "US Government Securities Business Day" means any day other than: (a) a Saturday or a Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

 
26 EUROPE/72894735v11 "VAT" means: (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere. "Victrix" means Victrix NV, a company incorporated in Belgium whose registered office is at Le Grellelei 20, 2600 Berchem, Belgium. Write-down and Conversion Powers" means: (a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; (b) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and (c) in relation to any other applicable Bail-In Legislation: (i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that Bail-In Legislation. 1.2 Construction of certain terms In this Agreement: references to any "Arranger", any "Mandated Lead Arranger", the "Agent", any "Creditor Party", any "Lender", any "Swap Bank", the "Borrower", any "Security Party", any "Party", the "Security Trustee" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents.

 
27 EUROPE/72894735v11 "administration notice" means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator. "approved" means, for the purposes of Clause 13 (Insurance), approved in writing by the Agent acting with the authorisation of the Majority Lenders (which authorisation shall not be unreasonably withheld). "asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment. "company" includes any partnership, joint venture and unincorporated association. "consent" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation. "contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained. a Lender's "cost of funds" in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan. "document" includes a deed; also a letter or fax. "excess risks" means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims. "expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax. "law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council. "legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation. "liability" includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise. "months" shall be construed in accordance with Clause 1.3 (Meaning of "month"). "obligatory insurances" means, in relation to a Ship, all insurances effected, or which the Borrower in relation to that Ship is obliged to effect or procure are effected, under Clause 13 (Insurance) or any other provision of this Agreement or another Finance Document. "parent company" has the meaning given in Clause 1.4 (Meaning of "subsidiary"). "person" includes any individual; any firm, company or corporation; any state, political sub- division of a state and local or municipal authority; any association, trust, joint venture,

 
28 EUROPE/72894735v11 consortium, partnership; any international organisation; and any other entity (whether or not having separate legal personality). "policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms. "protection and indemnity risks" means the usual risks covered by a protection and indemnity association including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (01/11/02 or 01/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/1995 or 1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision. "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation. "subsidiary" has the meaning given in Clause 1.4 (Meaning of "subsidiary"). "tax" includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine. "war risks" includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83). 1.3 Meaning of "month" A period of 1 or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but: (a) on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or (b) on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day; and "month" and "monthly" shall be construed accordingly. 1.4 Meaning of "subsidiary" A company (S) is a subsidiary of another company (P) if: (a) a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or (b) P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or (c) P has the direct or indirect power to appoint or remove a majority of the directors of S; or

 
29 EUROPE/72894735v11 (d) P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P; and any company of which S is a subsidiary is a parent company of S. 1.5 General Interpretation In this Agreement: (a) references to, or to a provision of, a Finance Document or any other document are references to it as amended, novated, replaced, modified varied, restated, extended or supplemented, whether before the date of this Agreement or otherwise; (b) references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise; (c) words denoting the singular number shall include the plural and vice versa; (d) "including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used; (e) Clauses 1.1 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention appears; (f) an Event of Default or Potential Event of Default is "continuing" if it has not been remedied or waived in writing provided that, following the exercise by the Agent of any right pursuant to Clause 19.2 (Actions following an Event of Default), an Event of Default is "continuing" only if it has not been waived; and (g) The Borrower acknowledges that: (i) in relation to matters which would adversely impact on the K-sure Insurance Policy or would result in a derogation from express requirements of the K-sure Insurance Policy (a K-sure Approval Matter), each of the Agent and the K-sure Lenders may be required to act or refrain from acting and to exercise any right, power, authority or discretion vested in it under the Finance Documents in accordance with the K-sure Insurance Policy and with instructions duly given to it by K-sure under or in connection with the K-sure Insurance Policy; (ii) if and whenever any such Creditor Party is expressed to be required to act "reasonably" that Creditor Party shall be deemed to have so acted if it relates to a K- sure Approval Matter and if, and to the extent that, it acts on the instructions of K- sure; and (iii) in the event of any conflict or inconsistency between the terms of this Agreement and the K-sure Insurance Policy, the terms of the K-sure Insurance Policy shall prevail. 1.6 Headings In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.

 
30 EUROPE/72894735v11 2 FACILITY 2.1 Amount of facility (a) Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a term loan facility in an amount not exceeding the Total Commitments in four Tranches. (b) The Tranche in respect of Ship A shall be in an amount equal to the lesser of (i) 65 per cent. of the Purchase Price and (ii) 65 per cent. of the Fair Market Value of the Ship to which the Tranche relates calculated by reference to the valuations provided pursuant to paragraph (c) of Clause 9.1 (Document fees and no default). (c) Each Tranche in respect of each of Ship B, Ship C or Ship D shall be in an amount equal to the lesser of (i) 65 per cent. of the Purchase Price and (ii) 65 per cent. of the Fair Market Value of the Ship to which the Tranche relates calculated by reference to the valuations provided pursuant to paragraph (c) of Clause 9.1 (Document fees and no default). (d) Each Tranche shall be split into (i) a Commercial Advance in the amount equal to 20 per cent. of the Tranche and (ii) a K-sure Advance in the amount equal to 80 per cent. of the Tranche. 2.2 Lenders' participations Subject to the other provisions of this Agreement, each Lender shall participate in each Tranche in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments. 2.3 Purpose of Tranches The Borrower undertakes with each Creditor Party to use each Tranche only for the purposes stated in the preamble to this Agreement. 2.4 No obligations imposed on K-sure K-sure shall not have any obligations or liabilities under this Agreement unless and until it becomes a Lender in accordance with the terms of Clause 31.18 (Transfers to K-sure) of this Agreement in which event its obligations and liabilities shall be limited to those it has as a Lender. 2.5 Obligations of the Borrower The obligations of the Borrower under this Agreement shall constitute absolute, unconditional and irrevocable financial obligations of the Borrower to the Creditor Parties. Such obligations are independent and separate obligations to be performed or enforced irrespective of whether or not any person has performed its obligations under any Shipbuilding Contract. 3 POSITION OF THE LENDERS AND SWAP BANKS 3.1 Interests several The rights of the Lenders and the Swap Banks under this Agreement are several. 3.2 Individual right of action Each Lender and each Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrower to it under a Finance Document without joining the Agent, the Security Trustee, any Arranger or any other Lender or any other Swap Bank as additional parties in the proceedings.

 
31 EUROPE/72894735v11 3.3 Proceedings requiring Majority Lender consent Except as provided in Clause 3.2 (Individual right of action), no Lender and no Swap Bank may commence proceedings against the Borrower or any Security Party in connection with a Finance Document without the prior consent of the Majority Lenders. 3.4 Obligations several The obligations of the Lenders under this Agreement and of each Swap Bank under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure by a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in: (a) the obligations of the other Lenders or other Swap Banks being increased; nor (b) the Borrower, any Security Party, any other Lender or any other Swap Bank being discharged (in whole or in part) from its obligations under any Finance Document; and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or the Master Agreement to which it is a party. 3.5 Security Trustee as joint and several creditor (a) The Borrower and each of the Creditor Parties agrees that the Security Trustee shall be the joint creditor ("hoofdelijke schuldeiser") together with each other Creditor Party of each liability and obligation of the Borrower towards any Creditor Party under any Finance Document, and that accordingly the Security Trustee will have its own independent right to demand performance by the Borrower of those liabilities and obligations. However, any discharge of any liability or obligation of the Borrower to one of the Security Trustee or another Creditor Party shall, to the same extent, discharge the corresponding liability or obligation owing to the others. (b) Without limiting or affecting the Security Trustee's rights against the Borrower (whether under this paragraph or under any other provision of the Finance Documents), the Security Trustee agrees with each other Creditor Party (on a several and separate basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint creditor with a Creditor Party except with the consent of the relevant Creditor Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Trustee's right to act in the protection or preservation of rights under or to enforce any Finance Document (or to do any act reasonably incidental to any of the foregoing). (c) Subject to the provisions of this Clause 3.5 (Security Trustee as joint and several creditor), the Security Trustee holds any security created by a Finance Document in its name and the Security Trustee shall have full and unrestricted title to and authority in respect of that security, subject always to the terms of the Finance Documents. 4 DRAWDOWN 4.1 Request for advance of a Tranche Subject to the following conditions, the Borrower may request that a Tranche be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date. 4.2 Availability The conditions referred to in Clause 4.1 (Request for advance of a Tranche) are that:

 
32 EUROPE/72894735v11 (a) a Drawdown Date has to be a Business Day during the Availability Period; (b) the amount of the Tranche complies with the requirements of Clause 2.1 (Amount of facility); (c) the Commercial Advance and K-sure Advance in respect of a Tranche shall be drawn down on the same Drawdown Date; (d) the aggregate amount of the Tranches outstanding at any time shall not exceed the Total Commitments at that time. 4.3 Notification to Lenders of receipt of a Drawdown Notice The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of: (a) the amount of the Tranche (and the Advances within that Tranche) and the Drawdown Date; (b) the amount of that Lender's participation in each Advance in respect of that Tranche; and (c) the duration of the Interest Period for that Tranche. 4.4 Notice to K-sure The Agent shall promptly after each drawdown notify the K-sure Agent of the amount of the relevant Tranche and of the Drawdown Date. 4.5 Drawdown Notice irrevocable A Drawdown Notice must be signed by a duly authorised person on behalf of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting with the authorisation of the Majority Lenders. 4.6 Lenders to make available Contributions Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender on that Drawdown Date under Clause 2.2 (Lenders' participations). 4.7 Disbursement of a Tranche Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to, or for the account of, the Borrower the amounts which the Agent receives from the Lenders under Clause 4.6 (Lenders to make available Contributions); and that payment shall be made to the account which the Borrower specifies in the Drawdown Notice. 4.8 Disbursement of Tranche to third party A payment by the Agent under Clause 4.7 (Disbursement of a Tranche) shall constitute the making of the relevant Tranche and the Borrower shall thereupon become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution. 4.9 Cancellation of Commitments The Commitments in respect of a Tranche which are not utilised at the end of the Availability Period in respect of that Tranche shall then be cancelled, such cancellation to be applied to the Commitments of each Lender pro rata.

 
33 EUROPE/72894735v11 4.10 Prepositioning of funds If, in respect of any proposed Tranche, the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds with the Builder's or any other bank, the Borrower: (a) agrees to pay interest on the amount of the funds so prepositioned at the rate described in Clause 5.2 (Normal rate of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on such Tranche after the Drawdown Date in respect of it or, if such Drawdown Date does not occur, within three Business Days of demand by the Agent; and (b) shall, without duplication, indemnify each Creditor Party against any costs, loss or liability it may incur in connection with such arrangement. 5 INTEREST 5.1 Payment of normal interest (a) Subject to the provisions of this Agreement, interest on each Tranche in respect of an Interest Period shall be paid by the Borrower on the last date of that Interest Period. (b) If an Interest Period is longer than three months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three monthly intervals after the first day of the Interest Period. 5.2 Normal rate of interest Subject to the provisions of this Agreement, the rate of interest on each Advance in respect of a Tranche in respect of an Interest Period shall be the aggregate of the applicable: (a) Margin; and (b) Reference Rate. 5.3 Notification of rates of interest (a) The Agent shall notify the Borrower and each Lender of each rate of interest as soon as practicable after each is determined. (b) The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum. 5.4 Unavailability of Term SOFR (a) Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan. (b) Shortened Interest Period: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR, the Interest Period of the Loan or that part of the Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Reference Rate for that shortened Interest Period shall be determined pursuant to the definition of "Reference Rate". (c) Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate Interpolated Term SOFR through the Shortened

 
34 EUROPE/72894735v11 Interest Period method under paragraph (b) above, the applicable Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan. (d) Cost of funds: If paragraph (b) above applies but it is not possible to calculate the Reference Rate, there shall be no Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 5.6 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period. 5.5 Market disruption If, before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan equal or exceed 50 per cent. of the Loan or that part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of the Market Disruption Rate then Clause 5.6 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period. 5.6 Cost of funds (a) If this Clause 5.6 (Cost of funds) applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of: (i) the Margin; and (ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan. (b) If this Clause 5.6 (Cost of funds) applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than 15 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding. (c) Subject to Clause 34.3 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties. (d) If paragraph (e) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero. (e) If this Clause 5.6 (Cost of funds) applies pursuant to Clause 5.5 (Market disruption) and: (i) a Lender's Funding Rate is less than the Market Disruption Rate; or (ii) a Lender does not notify a rate by the time specified in sub-paragraph (ii) of paragraph (a) above, that Lender's cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate. 5.7 Break Costs (a) The Borrower shall, within three Business Days of demand by a Creditor Party, pay to that Creditor Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being

 
35 EUROPE/72894735v11 paid by the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum. (b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become or may be payable. 5.8 Calculation of Margin The "Margin" for purposes of this Agreement shall be calculated as follows: (a) From the date of this Agreement until any adjustment is made pursuant to paragraph (b) below of this Clause 5.8 (Calculation of Margin), the Margin shall be: (i) in respect of each K-sure Advance, 1.40 per cent. per annum.; and (ii) in respect of each Commercial Advance or any other Unpaid Sum, 1.90 per cent. per annum, (b) Subject to paragraph (d), from and including 1 January 2024 until the Put Option Date, the Margin shall be adjusted on each Margin Adjustment Date falling within that period such that: (i) in the event that the information provided by the Borrower in such Compliance Certificate confirms that: (A) the Borrower has met or exceeded its target AER Trajectory Values in respect of the weighted average of the Annual Efficiency Ratio for the preceding year in respect of the AER Reference Vessels; and (B) (1) the Borrower has met or exceeded the target Green Projects KPI during the financial year to which such Compliance Certificate relates; or (2) the Borrower has met or exceeded the target Connectivity KPI during the financial year to which such Compliance Certificate relates, the Margin shall be: (A) in respect of each K-sure Advance, 1.35 per cent. per annum.; and (B) in respect of each Commercial Advance or any other Unpaid Sum, 1.80 per cent. per annum. until the next Margin Adjustment Date; and (ii) in the event that: (A) the information provided by the Borrower included in such Compliance Certificate confirms to the satisfaction of the Agent that: (1) the Borrower has not met its target AER Trajectory Values in respect of the weighted average of the Annual Efficiency Ratio for the preceding year in respect of the AER Reference Vessels; and (2) (x) the Borrower has failed to meet the target Green Projects KPI during the financial year to which such Compliance Certificate relates

 
36 EUROPE/72894735v11 or (y) the Borrower has failed to meet the target Connectivity KPI during the financial year to which such Compliance Certificate relates; or (B) the Borrower has failed to provide the relevant Compliance Certificate in accordance with paragraph (e) of Clause 11.5 (Provision of financial statements), the Margin shall be: (A) in respect of each K-sure Advance, 1.45 per cent. per annum.; and (B) in respect of each Commercial Advance or any other Unpaid Sum, 2.00 per cent. per annum, until the next Margin Adjustment Date. (c) Subject to paragraph (d), from and including the Put Option Date and provided that the Agent and the Borrower have not agreed new targets in respect of the Green Projects KPI and the Connectivity KPI after 30 days of good faith negotiations immediately prior to the Put Option Date, the Margin shall be adjusted on each Margin Adjustment Date falling on or after the Put Option Date: (i) in the event that the information provided by the Borrower in such Compliance Certificate confirms thatthe Borrower has met or exceeded its target AER Trajectory Values in respect of the weighted average of the Annual Efficiency Ratio for the preceding year in respect of the AER Reference Vessels; the Margin shall be: (A) in respect of each K-sure Advance, 1.375 per cent. per annum.; and (B) in respect of each Commercial Advance or any other Unpaid Sum, 1.85 per cent. per annum, until the next Margin Adjustment Date; and (ii) in the event that: (A) the information provided by the Borrower included in such Compliance Certificate confirms to the satisfaction of the Agent that the Borrower has not met its target AER Trajectory Values in respect of the weighted average of the Annual Efficiency Ratio for the preceding year in respect of the AER Reference Vessels; or (B) the Borrower has failed to provide the relevant Compliance Certificate in accordance with paragraph (e) of Clause 11.5 (Provision of financial statements), the Margin shall be: (1) in respect of each K-sure Advance, 1.425 per cent. per annum; and (2) in respect of each Commercial Advance or any other Unpaid Sum, 1.95 per cent. per annum, until the next Margin Adjustment Date. (d) if an Event of Default or Potential Event of Default has occurred and is continuing and provided that the Margin will not decrease, the Margin shall be adjusted such that the Margin shall be:

 
37 EUROPE/72894735v11 (i) in respect of each K-sure Advance, 1.40 per cent. per annum; and (ii) in respect of each Commercial Advance or any other Unpaid Sum, 1.90 per cent. per annum, until such date on which no Event of Default or Potential Event of Default is continuing, from which date the Margin shall be determined in accordance with paragraphs (a) to (c) above until such time as an Event of Default or Potential Event of Default is continuing. 5.9 Notification of market disruption The Agent shall notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.5 (Market disruption) which have caused its notice to be given. 5.10 Suspension of drawdown If the Agent’s notice under Clause 5.9 (Notification of market disruption) is served before a Tranche is advanced the Lenders’ obligations to make or participate in that Tranche (as the case may be) shall be suspended while the circumstances referred to in the Agent’s notice continue. 5.11 Negotiation of alternative rate of interest If the Agent’s notice under Clause 5.9 (Notification of market disruption) is served after a Tranche is advanced, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 15 days after the date on which the Agent serves its notice under Clause 5.9 (Notification of market disruption) (the "Negotiation Period"), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the relevant Interest Period concerned. 5.12 Application of agreed alternative rate of interest Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed and shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties. 5.13 Alternative rate of interest in absence of agreement If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the applicable Margin; and the procedure provided for by this Clause 5.13 (Alternative rate of interest in absence of agreement) shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent. 5.14 Notice of prepayment If the Borrower does not agree with an interest rate set by the Agent under Clause 5.13 (Alternative rate of interest in absence of agreement), the Borrower may give the Agent not less than 10 Business Days’ notice of its intention to prepay the relevant Advance at the end of the interest period set by the Agent.

 
38 EUROPE/72894735v11 5.15 Prepayment A notice under Clause 5.14 (Notice of prepayment) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower's notice of intended prepayment; and on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the relevant Advance, together with accrued interest thereon at the applicable rate plus the applicable Margin. 5.16 Application of prepayment The provisions of Clause 8 (Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment. 6 INTEREST PERIODS 6.1 Commencement of Interest Periods The first Interest Period applicable to a Tranche shall commence on the Drawdown Date relating to that Tranche. Any Interest Period selected in respect of a Tranche prior to the first Repayment Date for that Tranche which would otherwise extend beyond the first Repayment Date shall instead end on that first Repayment Date. Each subsequent Interest Period shall commence on the expiry of the preceding Interest Period. 6.2 Duration of normal Interest Periods Subject to Clauses 6.3 (Duration of Interest Periods for repayment instalments) and 6.4 (No Interest Period to extend beyond Maturity Date), each Interest Period shall be: (a) 3 or 6 months as notified by the Borrower to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period or such other period as may be agreed by all the Lenders and the Borrower; or (b) 3 months, if the Borrower fails to notify the Agent by the time specified in paragraph (a); or (c) in the case of the first Interest Period applicable to the second or any subsequent Tranche, a period ending on the last day of the Interest Period applicable to the first Tranche; (d) in respect of a Commercial Advance, such other period as the Agent (with the authorisation of all the Lenders) may agree with the Borrower and, in respect of a K-sure Advance, such other period that is not more than 6 months as the Agent (with the authorisation of all the K- sure Lenders) may agree with the Borrower provided, in each case, that this would not result in an Interest Period in respect of a Commercial Advance being a different length or ending on a different date from a concurrent Interest Period in respect of a K-Sure Advance. 6.3 Duration of Interest Periods for repayment instalments In respect of an amount due to be repaid under Clause 8 (Repayment, Prepayment and Cancellation) on a particular Repayment Date, an Interest Period shall end on that Repayment Date. 6.4 No Interest Period to extend beyond Maturity Date No Interest Period in respect of a Tranche shall end after the Maturity Date in respect of that Tranche and no other Interest Period shall end after the last Maturity Date and any Interest Period which would otherwise extend beyond the applicable Maturity Date shall instead end on the applicable Maturity Date.

 
39 EUROPE/72894735v11 6.5 Non-availability of matching deposits for Interest Period selected If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the second Business Day before the commencement of that Interest Period that it is not satisfied that deposits in Dollars for a period equal to that Interest Period will be available to it in the London Interbank Market when that Interest Period commences, that Interest Period shall be of 3 months unless otherwise agreed by the Agent (acting on the instructions of the Lenders) and the Borrower. 6.6 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the precedent Business Day (if there is not). 7 DEFAULT INTEREST 7.1 Default interest (a) If the Borrower fails to pay any amount payable by it under a Finance Document other than a Master Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per centage points. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent. Any interest accruing under this Clause 7.1 (Default interest) shall be immediately payable by the Borrower on demand by the Agent. (b) If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan: (i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and (ii) the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two per centage points. per annum higher than the rate which would have applied if that Unpaid Sum had not become due. (c) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable. 8 REPAYMENT, PREPAYMENT AND CANCELLATION 8.1 Amount of repayment instalments (a) The Borrower shall repay each of the K-sure Advances by 48 equal consecutive quarterly instalments each in an amount equal to 1/48 of the amount of that K-sure Advance (each such instalment, a "Repayment Instalment"). (b) The Borrower shall repay each of the Commercial Advances by one bullet payment on the Maturity Date of the relevant Tranche. 8.2 Repayment dates (a) The first instalment in respect of the K-sure Advance under the first Tranche to be drawn down shall be repaid on the date falling 3 months after the Drawdown Date for that Tranche and

 
40 EUROPE/72894735v11 subsequent instalments shall be paid at quarterly intervals. The last instalment shall be repaid on the Maturity Date for that Tranche. (b) The first instalment in respect of the K-sure Advance under the second and each subsequent Tranche to be drawn down shall be repaid on the first subsequent Repayment Date in respect of the first Tranche falling after the Drawdown Date for that K-sure Advance and subsequent instalments shall be paid at quarterly intervals. The last instalment shall be repaid on the Maturity Date for that Tranche. (c) The Agent will provide a repayment schedule to the Lenders and the Borrower following receipt of each Drawdown Notice. 8.3 Maturity Date On the last Maturity Date, the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document. 8.4 Voluntary prepayment (a) Subject to the following conditions in Clauses 8.5 (Conditions for voluntary prepayment), 8.6 (Effect of notice of prepayment) and 8.7 (Notification of notice of prepayment), the Borrower may prepay the whole or any part of the Loan. (b) Any voluntary prepayment pursuant to this Clause 8.4 (Voluntary prepayment) shall be applied pro rata to each Tranche and, within each Tranche, pro rata to each Advance and pro rata to each repayment instalment then outstanding (including any balloon) under each Advance. 8.5 Conditions for voluntary prepayment The conditions referred to in Clause 8.4 (Voluntary prepayment) are that: (a) a partial prepayment shall be $1,000,000 or a higher integral multiple of $1,000,000; (b) the Agent has received from the Borrower at least 3 Business Days' prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and (c) the Borrower has provided evidence satisfactory to the Agent that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement relevant to this Agreement which affects the Borrower or any Security Party has been complied with. 8.6 Effect of notice of prepayment A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice. 8.7 Notification of notice of prepayment The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under paragraph (c) of Clause 8.5 (Conditions for voluntary prepayment).

 
41 EUROPE/72894735v11 8.8 Mandatory prepayment on sale or Total Loss (a) If a Ship is sold or becomes a Total Loss, the Borrower shall be obliged to prepay the outstanding amount of the Tranche in respect of that Ship: (i) in the case of a sale, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or (ii) in the case of a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss. (b) This Clause 8.8 (Mandatory prepayment on sale or Total Loss) is without prejudice to the provisions of Clause 15.1 (Minimum required security cover). 8.9 Mandatory prepayment and cancellation on Change of Control If there is a Change of Control, the Borrower shall be obliged to prepay the Loan in full and the Commitments shall terminate not later than 60 days following the occurrence of the Change of Control. 8.10 Mandatory prepayment and cancellation on breach of financial covenants If the Borrower is not in compliance with the financial covenants in Clause 12.5 (Financial Covenants) at any time during the Security Period, the Borrower shall be obliged to repay the Loan in full (and the Commitments shall be cancelled) not later than 5 days following a request in writing from the Agent (acting on the instructions of the Majority Lenders) to the Borrower to repay the Loan unless the Agent (acting on the instructions of the Lenders) has confirmed to the Borrower in writing prior to the expiry of such 5 day period that the Borrower has remedied such breach to the satisfaction of the Agent (acting on the instructions of the Lenders). 8.11 Termination of K-sure Insurance Policy If at any time during the Security Period: (a) the K-sure Insurance Policy is terminated, repudiated, disclaimed, cancelled, becomes invalid or unenforceable as against K-sure or otherwise ceases to be in full force and effect for whatever reason or it becomes unlawful or impossible for K-sure to fulfil any of the obligations expressed to be assumed by it in the K-sure Insurance Policy; or (b) the Korean Government is no longer under a statutory obligation to cover the deficit incurred by the “Trade Insurance Fund” managed by K-sure, then the Agent shall promptly notify the Borrower and as of the time of such notification: (i) the Lenders shall not be obliged to make any Tranche available; (ii) the Total Commitments shall be automatically cancelled; and (iii) the Borrower shall be obliged to prepay each K-sure Advance in full within 30 days or, if such event is of a type that falls under paragraph (b), within 90 days. 8.12 Amounts payable on prepayment A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 (Indemnities) or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an applicable Interest Period, together with any

 
42 EUROPE/72894735v11 sums payable under paragraph (b) of Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) but without premium or penalty. 8.13 Reborrowing No amount repaid may be reborrowed. 8.14 Voluntary cancellation of Commitments Subject to the following conditions, the Borrower may cancel the whole or any part of the Total Available Commitments. 8.15 Conditions for cancellation of Commitments The conditions referred to in Clause 8.14 (Voluntary cancellation of Commitments) are that: (a) a partial cancellation shall be $1,000,000 or a higher integral multiple of $1,000,000; and (b) the Agent has received from the Borrower at least 3 Business Days' prior written notice specifying the amount of the Total Commitments to be cancelled and the date on which the cancellation is to take effect. 8.16 Effect of notice of cancellation The service of a cancellation notice given under Clause 8.15 (Conditions for cancellation of Commitments) shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled and any partial cancellation shall be applied against the Commitment of each Lender pro rata and the amount of the relevant Tranche(s). 8.17 Put option (a) Subject to paragraph (b) below, a Lender may, by giving at least 12 Months prior written notice to the Agent, the other Lenders, K-sure and the Borrower, require the Borrower to prepay its Contribution in respect of the Commercial Advances and the K-sure Advances (the "Relevant Contribution") in respect of each Tranche on the Put Option Date, such prepayment to be made together with accrued interest (and any other amount payable under Clause 21 (Indemnities) or otherwise) in respect of the amount prepaid. (b) In addition to a Lender's right to give a notice prior to the 12 Months period referred to in paragraph (a) above, if another Lender has given a notice under paragraph (a), each other Lender shall have an additional 15 days to serve such a notice (notwithstanding that that notice may be given less than 12 Months before the Put Option Date). (c) If a Lender (the "Outgoing Lender") serves a notice pursuant to paragraph (a) above, each other Lender shall have the option exercisable within 90 days of receipt of such notice to assume the Relevant Contribution in such proportions to be agreed between the other Lenders. (d) If no Lender wishes to assume the Relevant Contribution or an agreement cannot be reached between the other Lenders as to the proportions that will be assumed within 90 days of receipt of a notice pursuant to paragraph (a) above, the Borrower may suggest another bank, financial institution, trust, fund or other entity (the "Replacement Lender") to assume the Relevant Contribution, such Replacement Lender to be reasonably acceptable to the Lenders (other than the Outgoing Lender) and K-sure. (e) The Relevant Contribution shall be transferred to the other Lenders or the Replacement Lender, as applicable, no later than the Put Option Date, pursuant to a Transfer Certificate to be executed and delivered to the Agent by the Outgoing Lender and the other Lenders or the

 
43 EUROPE/72894735v11 Replacement Lender, as applicable, as transferee lenders and the provisions of Clauses 31.3 (Transfer Certificate, delivery and notification), 31.4 (Effective Date of Transfer Certificate), 31.7 (Effect of Transfer Certificate) and 31.10 (Authorisation of Agent to sign Transfer Certificates) shall apply to a transfer effected pursuant to this Clause. (f) If the Relevant Contribution has not been transferred to the other Lenders or the Replacement Lender, as applicable, in accordance with paragraph (e) before the Put Option Date, the Borrower shall prepay the Relevant Contribution on the Put Option Date. 8.18 Right of repayment and cancellation in relation to a single Lender (a) So long as no Potential Event of Default or Event of Default has occurred and is continuing, if: (i) any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 22.2 (Grossing-up for taxes) or under that clause as incorporated by reference or in full in any other Finance Document; or (ii) any Lender claims indemnification from the Borrower under paragraph (e) of Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) or Clause 29 (Increased Costs); the Borrower may whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, any Commitment of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan. 8.19 Release of Security Interest following prepayment of Tranche Upon repayment in full of any Tranche and provided that: (a) where such prepayment was pursuant to Clause 8.8 (Mandatory prepayment on sale or Total Loss), the Borrower has made any additional prepayment which they were obliged to make pursuant to that Clause in relation to the sale or Total Loss of the Ship to which the relevant Tranche relates; (b) all outstanding Tranches were not repaid on the date of such repayment; (c) no Potential Event of Default or Event of Default has occurred and is continuing; and (d) the Borrower has signed any document necessary or desirable in the opinion of the Agent (acting reasonably) to ensure that the Finance Documents remain in full force and effect other than to the extent of the release referred to below, on the request and at the cost of the Borrower, the Agent shall (or, where applicable, shall instruct the Security Trustee to) promptly release all Security Interests granted in respect of the relevant Ship and release the Borrower from its obligations under any undertakings (but not any indemnities under Clause 21.6 (Sanctions and regulatory indemnities) or its undertaking under Clause 14.18 (Sustainable and socially responsible dismantling of ships) in any Finance Document to the extent that they relate to the relevant Ship.

 
44 EUROPE/72894735v11 9 CONDITIONS PRECEDENT 9.1 Documents, fees and no default Each Lender's obligation to contribute to a Tranche is subject to the following conditions precedent: (a) that, on or before the date of the first Drawdown Notice, the Agent receives the documents and fees described in Part A of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; (b) that, on or before the Drawdown Date for each Ship: (i) the Agent receives the documents described in Part B of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; and (ii) during the period from the date of this Agreement to the date of each Drawdown Notice and the relevant Drawdown Date, nothing shall have occurred (and neither the Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Agent or the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (A) on the rights or remedies of the Lenders, (B) on the performance of the Borrower and its subsidiaries of their respective obligations to the Lenders, (C) with respect to the Loan or (D) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or the Group; (c) that both at the date of each Drawdown Notice and at each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10 (Representations and Warranties) and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and (iii) the Agent has not received, through the K-sure Agent, any notice from K-sure requesting the Lenders to suspend the utilisation of the facility. (iv) none of the circumstances contemplated by Clause 5.5 (Market disruption) has occurred and is continuing; and (v) since the filing of the latest audited financial statements, nothing shall have occurred (and neither the Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (v) on the rights or remedies of the Lenders, (w) on the performance of the Borrower and its subsidiaries of their obligations to the Lenders, (x) with respect to this Agreement or (y) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries; (d) that, if the ratio set out in Clause 15.1 (Minimum required security cover) were applied on the basis of the most recently provided valuations and immediately following the making of the relevant Tranche, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and

 
45 EUROPE/72894735v11 (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by notice to the Borrower prior to the relevant Drawdown Date. 9.2 Waiver of conditions precedent If the Majority Lenders, at their discretion, permit a Tranche to be borrowed before certain of the conditions referred to in Clause 9.1 (Documents, fees and no default) are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such other period as the Agent may, with the authorisation of the Majority Lenders, specify). 9.3 Oceania Investigation For the avoidance of doubt, satisfaction of the conditions precedent and the advancing of any Tranche shall not constitute any waiver by the Creditor Parties of their rights under the Finance Documents if the Oceania Investigation and the circumstances surrounding such Oceania Investigation result in a subsequent breach of the Sanctions Provisions. 10 REPRESENTATIONS AND WARRANTIES 10.1 General The Borrower represents and warrants to each Creditor Party as follows. 10.2 Status It is duly incorporated, validly existing and in good standing under the laws of, and has the centre of its main interests in, Belgium. 10.3 Corporate power It has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it: (a) to execute the Finance Documents to which it is a party; and (b) to borrow under this Agreement, to enter into Designated Transactions under the Master Agreements to which the Borrower is a party and to make all the payments contemplated by, and to comply with, those Finance Documents; and (c) to execute the Shipbuilding Contracts, to purchase and pay for the Ships under such Shipbuilding Contracts, and to register the Ships in its name under an Approved Flag. 10.4 Consents in force All the consents referred to in Clause 10.3 (Corporate power) remain in force and nothing has occurred which makes any of them liable to revocation. 10.5 Legal validity; effective Security Interests The Finance Documents to which it is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):

 
46 EUROPE/72894735v11 (a) constitute the Borrower's legal, valid and binding obligations enforceable against it in accordance with their respective terms; and (b) create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate; subject to any relevant mandatory insolvency laws affecting creditors' rights generally and to general equity principles. 10.6 No third party Security Interests Without limiting the generality of Clause 10.5 (Legal validity; effective Security Interests), at the time of the execution and delivery of each Finance Document: (a) the Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and (b) no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates. 10.7 No conflicts The execution by the Borrower of each Finance Document to which it is a party, and the borrowing by the Borrower of the Loan, and the Borrower's compliance with each Finance Document to which it is a party will not involve or lead to a contravention of: (a) any law or regulation; or (b) the constitutional documents of the Borrower; or (c) any contractual or other obligation or restriction which is binding on the Borrower or any of its subsidiaries or any of their respective assets. 10.8 No default No Event of Default or Potential Event of Default has occurred and is continuing. 10.9 Information (a) All information which has been provided in writing by or on behalf of the Borrower or any Security Party to the Mandated Lead Arrangers or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.4 (Information provided to be accurate); all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.6 (Form of financial statements); and there has been no material adverse change in the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries since 31 December 2022. (b) Without prejudice to the generality of paragraph (a), to the best of the Borrower’s and each Security Party’s awareness, knowledge and information or belief, there are no material events, circumstances or facts (political, commercial or otherwise) which may give rise to any loss or claim under the K-Sure Insurance Policy. 10.10 No litigation No litigation, arbitration or administrative proceedings (including, but not limited to, investigative proceedings) involving the Borrower has been commenced or taken or, to the Borrower's knowledge, is likely to be commenced or taken which, in any case, would be likely

 
47 EUROPE/72894735v11 to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents. 10.11 Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2 (Title; negative pledge) and 11.12 (Principal place of business). 10.12 Taxes paid The Borrower has paid all taxes applicable to, or imposed on or in relation to, the Borrower and its business. 10.13 No money laundering Without prejudice to the generality of Clause 2.3 (Purpose of Tranche), in relation to the utilisation by the Borrower of the Tranches granted or to be granted to it under this Agreement, the performance and discharge of its obligations and liabilities under the Finance Documents to which it is a party, and the transactions and other arrangements effected or contemplated by the Finance Documents to which it is a party, the Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive 2015/849/EC of the European Parliament and of the Council of the European Union of 20 May 2015). 10.14 Anti-Corruption Laws (a) The Borrower or its subsidiaries or, to the best of the Borrower's knowledge, any director, officer or employee, has conducted its business in compliance with all applicable Anti- Corruption Laws and has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. (b) To the best of the Borrower's knowledge, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Group or any of its directors, officers or employees in relation to an alleged breach of the Anti-Corruption Laws. (c) The Borrower will not directly or indirectly use, lend or contribute the proceeds raised under the Agreement for any purpose that would breach the Anti-Corruption Laws. 10.15 Sanctions (a) The Borrower has instituted and maintains policies and procedures designed to prevent sanctions violations (by the Borrower and their Subsidiaries and by persons associated with the Borrower and their Subsidiaries). (b) Each Relevant Person has been and is in compliance with all Sanctions Laws and no Relevant Person: (i) is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; or (ii) has received formal notice in writing of any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws.

 
48 EUROPE/72894735v11 10.16 ISM Code and ISPS Code compliance All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the Approved Manager and the Ships have been, or will be, complied with at the time of the Drawdown Date relating to each Ship. 10.17 Pari passu obligations The payment obligations of the Borrower under this Agreement, the Master Agreements and the other Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to the companies generally. 10.18 Environmental matters Except as many have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Agent: (a) the Borrower has complied with the provisions of all Environmental Laws; (b) the Borrower has obtained all Environmental Approvals and is in compliance with all Environmental Approvals; (c) the Borrower has not received notice of any Environmental Claim that alleges that it is not in compliance with any Environmental Law of any Environmental Approval; (d) there is no Environmental Claim pending or, to the best of the Borrower's knowledge and belief (having made due enquiry), threatened against the Borrower or either Ship; and (e) no Environmental Incident which could or might give rise to any Environmental Claim has occurred. 10.19 Deduction of Tax The Borrower is not required to make any Tax Deduction from any payment it may make under any Finance Document. 10.20 No filing or stamp taxes Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents to which the Borrower is a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any legal opinion and which will be made or paid promptly after the date of the relevant Finance Document except the registration of each Mortgage at the registry. 10.21 Governing law and enforcement (a) The choice of governing law of each Finance Document to which the Borrower is a party will be recognised and enforced in its Relevant Jurisdictions. (b) Subject to any limitations set out in any legal opinion delivered pursuant to Clause 9 (Conditions Precedent) any judgment obtained in relation to a Finance Document to which the Borrower is a party in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

 
49 EUROPE/72894735v11 10.22 Insolvency No corporate action, legal proceeding or other procedure or step described in paragraph (e) of Clause 19.1 (Event of Default) has been taken or, to its knowledge, threatened in relation to the Borrower which would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents. 10.23 No breach of laws The Borrower has not breached any law or regulation which would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents. 10.24 Validity and completeness of Shipbuilding Contracts Each Shipbuilding Contract constitutes valid, binding and enforceable obligations of the Builder and the Borrower respectively in accordance with its terms, and: (a) the copy of each Shipbuilding Contract delivered to the Lenders before the date of this Agreement is a true and complete copy; and (b) no further amendments or additions to any Shipbuilding Contract have been agreed nor has the Borrower or the Builder waived any of their respective rights under any Shipbuilding Contract; and (c) nothing has occurred which entitles or may entitle any party to rescind or terminate or decline to perform their obligations under any Shipbuilding Contract to which it is a party 10.25 No rebates etc. There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower or any other member of the Group, the Builder or a third party in connection with the purchase by the Borrower of the Ships, other than as disclosed to the Agent in writing on or before the date of this Agreement. 10.26 Repetition The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Drawdown Notice and the first day of each Interest Period. 11 GENERAL UNDERTAKINGS 11.1 General The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 (General Undertakings) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

 
50 EUROPE/72894735v11 11.2 Title; negative pledge (a) The Borrower shall not create or permit to subsist any Security Interest over any of its assets which are the subject of the Security Interests created or intended to be created by the Finance Documents except for Permitted Security Interests. (b) Without limiting the generality of paragraph (a), the Borrower shall hold the legal title to, and own the entire beneficial interest in: (i) any Ship owned by the Borrower, its Earnings, Requisition Compensation and Insurances; and (ii) with effect on and from its creation or intended creation, any other assets the subject of any Transaction Security created or intended to be created by the Borrower, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests. 11.3 Disposal of assets The Borrower will not transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its business and for fair market value. 11.4 Information provided to be accurate All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance Document will be true, accurate and not misleading and will not omit any material fact or consideration. 11.5 Provision of financial statements The Borrower will send to the Agent: (a) as soon as possible, but in no event later than 120 days after the end of each financial year of the Borrower from and including the financial year ending 31 December 2022, the audited consolidated accounts of the Group and the audited individual accounts of the Borrower; (b) as soon as possible, but in no event later than 75 days after the end of each financial half-year of the Borrower (which half-year end shall, for the avoidance of doubt, occur annually), the unaudited consolidated balance sheet of the Group certified as to its correctness by the chief financial officer of the Borrower and the audited individual balance sheet of the Borrower certified as to its correctness by an officer or director of the Borrower; (c) as soon as possible, but in no event later than 60 days after the end of each financial quarter of the Borrower and provided that these documents have not been published on the Borrower’s website or sent to the Lenders in the form of a press release, unaudited consolidated income statements of the Group certified as to their correctness by the chief financial officer of the Borrower and unaudited individual income statements of the Borrower certified as to their correctness by an officer or director of the Borrower; (d) as soon as possible, but not later than 120 days after the end of each financial year of the Borrower, a financial projection for the Group for the next 3 years in a format which is acceptable to the Agent; and

 
51 EUROPE/72894735v11 (e) together with the annual audited consolidated accounts and with each balance sheet of the Group referred to in paragraphs (a) and (b), a Compliance Certificate (together with supporting schedules, if any) signed by the chief financial officer of the Borrower: (i) evidencing compliance with the financial undertakings in Clause 12.5 (Financial Covenants); (ii) listing the Fair Market Value of each of the Ships; and (iii) in the case of any Compliance Certificate provided together with the annual accounts referred to in paragraph (a): (A) setting out the weighted average of the Annual Efficiency Ratio for the preceding year in respect of the AER Reference Vessels; (B) confirming if the target Green Projects KPI for the preceding year has been met; and (C) confirming if the target Connectivity KPI for the preceding year has been met. 11.6 Form of financial statements The audited accounts delivered under Clause 11.5 (Provision of financial statements) will: (a) be prepared in accordance with all applicable laws and IFRS consistently applied; (b) give a true and fair view of the state of affairs of the Borrower at the date of those accounts and of profit for the period to which those accounts relate; and (c) fully disclose or provide for all significant liabilities of the Borrower. 11.7 Provision of further information (a) The Borrower will, as soon as practicable after receiving a request from the Agent provide the Agent with such additional financial information in relation to the Group which may be reasonably requested by the Agent, K-sure or any Lender through the Agent. (b) The Borrower shall supply to the Agent, promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation with respect to Sanctions Laws against it, any of its direct or indirect owners, subsidiaries or any of their respective directors, officers, employees, agents or representatives. (c) The Borrower shall at the request of the Agent provide monthly updates to the Agent which addresses progress on and outlook of the allegation made against the “Oceania”, a ULCC with IMO number 9246633 owned and operated by Euronav Shipping N.V. a wholly owned subsidiary of the Borrower (the “Oceania Investigation”). 11.8 Creditor notices The Borrower will send the Agent, at the same time as they are despatched, copies of all material communications which are despatched to all of the Borrower's shareholders or creditors or to the whole of any class of them. 11.9 Consents The Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:

 
52 EUROPE/72894735v11 (a) for the Borrower to perform its obligations under any Finance Document to which it is a party; (b) for the validity or enforceability of any Finance Document to which it is a party; and the Borrower will comply with the terms of all such consents. 11.10 Maintenance of Security Interests The Borrower will: (a) at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and (b) without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other step which, in the reasonable opinion of the Majority Lenders, is or has become necessary for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates. 11.11 Notification of litigation The Borrower will provide the Agent with details of any legal, arbitration or administrative action or proceedings involving the Borrower, any Security Party or a Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal, arbitration or administrative action or proceedings cannot be considered material in the context of any Finance Document. 11.12 Principal place of business The Borrower will notify the Agent if it has a place of business in any jurisdiction which would require a Finance Document to which it is a party to be registered, filed or recorded with any court or authority in that jurisdiction or if the centre of its main interests changes. 11.13 Notification of default The Borrower will notify the Agent as soon as it becomes aware of: (a) the occurrence of an Event of Default or Potential Event of Default; or (b) any matter which indicates that an Event of Default or Potential Event of Default may have occurred, and will keep the Agent fully up-to-date with all developments. 11.14 Access to books and records The Borrower shall permit one or more representatives of the Agent, at the request of the Agent, to have reasonable access to its books and records and to inspect the same during normal business hours at its offices upon reasonable prior written notice. 11.15 Press releases The Borrower will send to the Agent, at the same time as they are dispatched, copies of all press releases which are issued by it.

 
53 EUROPE/72894735v11 11.16 Pari passu ranking The Borrower's payment obligations under this Agreement and any other Finance Document to which it is a party shall rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 11.17 Conduct of business; compliance with laws The Borrower shall conduct its business in a proper and efficient manner in compliance with: (a) its constitutional documents; (b) all Sanctions Laws; (c) all Anti-Corruption Laws; (d) all Environmental Laws; and (e) all other laws and regulations applicable to its business, and shall notify the Agent immediately upon becoming aware of any breach of any such document, law or regulation. 11.18 Know your customer requirements Promptly upon the Agent's request the Borrower will supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent in order for each Creditor Party to carry out and be satisfied with the results of all necessary "know your client" or other checks which it is required to carry out from time to time in relation to the transactions contemplated by the Finance Documents and to the identity of any parties to the Finance Documents (other than Creditor Parties) and their directors and officers. 11.19 Compliance with Sanctions Laws (a) The Borrower shall: (i) ensure that neither it, any Security Party nor any of its subsidiaries is or will become a Restricted Party; (ii) use reasonable endeavours to procure that no director, officer, employee, agent or representative of it, any Security Party or any of its subsidiaries is or will become a Restricted Party; (iii) procure that no proceeds of any Tranche shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner for a purpose prohibited by Sanctions Laws; (iv) procure that no revenue or benefit derived from any activity or dealing with a Restricted Party shall be used in discharging any obligation due or owing to the Creditor Parties to the extent such use would lead to non-compliance by it or any other Party with any applicable Sanctions Laws; and (v) not, and shall procure that no other Security Party shall, have any business operations or other dealings in any country or territory which is the subject of Sanctions Laws.

 
54 EUROPE/72894735v11 (b) The Sanctions Provisions shall not apply to, or in favour of any Lender, if and to the extent that it would result in a breach, by or in respect of the Lender, of any applicable Blocking Law. 11.20 K-sure notification and information (a) The Borrower shall promptly notify the Agent and the K-sure Agent by facsimile confirmed by letter of the occurrence of any event involving a political or commercial risk covered by and listed in Article 2 of the K-sure Insurance Policy and shall: (i) pay upon demand by the K-sure Agent any resulting additional premium that is due and payable to K-sure in respect of the K-sure Insurance Policy; and (ii) cooperate with the Agent and the K-sure Agent on its reasonable request to take all steps necessary on the part of the Borrower to ensure the K-sure Insurance Policy remains in full force and effect throughout the Security Period. (b) The Borrower shall promptly provide the Agent and the K-sure Agent with copies of all financial or other information required by the K-sure Agent to satisfy any request for information by K-sure pursuant to the K-sure Insurance Policy to the extent that such information is not available on the Borrower's website. 11.21 Documents to be provided following execution of a Master Agreement (a) Following the execution of each Master Agreement, the Borrower shall procure that promptly following the execution of such Master Agreement the Agent has received the following documents in form and substance satisfactory to the Agent and its lawyers: (i) a Master Agreement Assignment in relation to the relevant Master Agreement; (ii) if required by the Agent and in the case of each Mortgage an amendment or addenda to that Mortgage specifying such consequential amendments to that Mortgage as may be required as a consequence of the entry by the Borrower and the relevant Swap Bank into the Master Agreement; (iii) if required by the Agent and in the case of any Finance Document an amendment or addenda to that Finance Document specifying such consequential amendments to that Finance Document as may be required as a consequence of the entry by the Borrower and the relevant Swap Bank into the Master Agreement; (iv) in each case if required for the provisions of the legal opinions referred to in paragraph (vii), copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of the Master Agreement Assignments, the Mortgage amendments and addenda referred to in paragraphs (ii) to (iii); (v) the original of any power of attorney under which any of the Master Agreement Assignments, the Mortgage amendments and addenda referred to in paragraph (ii) and the Finance Document amendments and addenda referred to in paragraph (iii) are to be executed on behalf of the Borrower; (vi) documentary evidence that the Mortgage amendments and addenda referred to in paragraph (ii) have been duly registered against the relevant Ship as valid amendment or addenda to the Mortgage in accordance with the laws of the relevant Approved Flag;

 
55 EUROPE/72894735v11 (vii) if required by the Agent, favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, the country where the Ship is registered and such other relevant jurisdictions as the Agent may require; and (viii) if the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent. (b) For the avoidance of doubt and notwithstanding anything to the contrary in any Master Agreement, each Swap Bank consents to the assignment by the Borrower of its interests in any Master Agreement to which the Borrower is a party pursuant to a Master Agreement Assignment. 11.22 No Amendment to Shipbuilding Contract The Borrower will not agree to any amendment or supplement to, or waive or fail to enforce, any Shipbuilding Contract or any of its provisions. 11.23 DAC6 (a) In this Clause 11.23 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom. (b) The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests): (i) promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Finance Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Finance Documents contains a hallmark as set out in Annex IV of DAC6; and (ii) promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available). 12 CORPORATE UNDERTAKINGS 12.1 General The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 (Corporate Undertakings) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit. 12.2 Maintenance of status The Borrower will maintain its separate corporate existence under the laws of, and the centre of its main interests in, Belgium and the Borrower shall maintain its listing on the First Market of Euronext Brussels and the New York Stock Exchange or such other reputable international

 
56 EUROPE/72894735v11 stock exchange approved by the Agent (acting on the instructions of the Majority Lenders) in writing, such approval not to be unreasonably withheld or delayed. 12.3 No change of business The Borrower will not operate outside the scope of its Articles of Association as at the date of this Agreement. 12.4 No merger etc. (a) The Borrower will not, and will procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation which may, in the reasonable opinion of the Majority Lenders, have a material adverse effect (A) on the rights or remedies of the Lenders under the Finance Documents, (B) on the performance of the Borrower or the Group of their respective obligations to the Lenders, (C) with respect to the Finance Documents or Loan or (D) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or the Group. (b) The Borrower will not, and will procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation with Frontline or any of its subsidiaries without the prior written consent of the Agent (acting on the instructions of the Lenders) and the K-sure Agent (acting on the instructions of K-sure). 12.5 Financial Covenants The Borrower will ensure that the consolidated financial position of the Group shall at all times during the Security Period be such that: (a) Consolidated Working Capital shall not be less than $0; (b) Free Liquid Assets are not less than the higher of: (i) $50,000,000; and (ii) 5 per cent. of Total Indebtedness; (c) the amount of Cash shall equal or exceed US$30,000,000; and (d) the ratio of Stockholders’ Equity to Total Assets is not less than 30 per cent. In this Clause 12.5 (Financial Covenants): "Cash" means, at any date of determination under this Agreement, the aggregate value of the Group's credit balances on any deposit, savings or current account and cash in hand with recognised and reputable banks or financial institutions but excluding any such credit balances and cash subject to a Security Interest at any time; "Consolidated Current Assets" means, at any date of determination under this Agreement, the amount of the current assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts available under committed credit lines having remaining maturities of more than 12 months; "Consolidated Current Liabilities" means, at any date of determination under this Agreement, the amount of the current liabilities of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;

 
57 EUROPE/72894735v11 "Consolidated Working Capital" means Consolidated Current Assets less Consolidated Current Liabilities; "Free Liquid Assets" means, at any date of determination under this Agreement, the aggregate amount of cash and cash equivalents of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those assets subject to a Security Interest (other than a Security Interest in favour of the Security Trustee pursuant to this Agreement) at any time and, for the avoidance of doubt, "cash and cash equivalents" include any amounts available under committed credit lines having remaining maturities of more than 6 months; "Latest Balance Sheet" means, at any date, the consolidated balance sheet of the Group most recently delivered to the Agent pursuant to Clause 11.5 (Provision of financial statements) and/or most recently made publicly available; "Stockholders' Equity" means, at any date of determination under this Agreement, the amount of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; "Total Assets" means, at any date of determination under this Agreement, the amount of the total assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; and "Total Indebtedness" means, at any date of determination under this Agreement, the amount of long-term loans (including finance leases, banks loans and other long-term loans) and short- term loans of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet. 12.6 Change in IFRS If, at any time after the date of this Agreement, any mandatory change is made to IFRS or any applicable law relating to the financial reporting (including but not limited to accounting bases, policies, practices and procedures or reference periods) of the Group generally or any member of the Group individually and the effect of complying with that change would result in the value for "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" being materially different from its value if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement and of which the Lenders would reasonably expect to have been informed, the Borrower shall immediately notify the Agent of that change and procure that, as soon as reasonably practicable thereafter, the Borrower's auditors deliver to the Agent: (a) a description of the change and what adjustments would need to be made to the financial statements of the Group following that change in order to reverse the effects of that change so that the values of "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" will be the same as if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement; and (b) such information, in form and substance acceptable to the Agent, as may be required: (i) to enable the Lenders to determine whether there is a breach of any of the financial covenants in respect of the Group set out in Clause 12.5 (Financial Covenants) (based on IFRS and all applicable laws in effect at the date of this Agreement); and (ii) to assist the Lenders in making an accurate comparison between the financial position of the Group indicated in the financial statements prepared following the change and those prepared prior to it.

 
58 EUROPE/72894735v11 In the event that the Lenders are satisfied that, based on the information provided by the Borrower’s auditors, the financial covenants set out in Clause 12.5 (Financial Covenants) have been complied with, the Lenders and the Borrower shall enter into discussions with a view to agreeing amendments to this Agreement so as to mitigate the effect of the change. 12.7 Change of accounting period The Borrower shall not change its fiscal year end date being 31 December. 12.8 Restrictions on dividends The Borrower may only pay a dividend or make a distribution and/or buy-back its own common stock subject to the following conditions: (a) no Event of Default has occurred and is continuing or would result upon payment of the proposed dividend, distribution or buy-back; and (b) the payment of such dividend or distribution or completion of such buy-back would not cause any breach of any of the financial covenants set out in Clause 12.5 (Financial Covenants). 12.9 Payment of taxes The Borrower shall pay when due all taxes applicable to, or imposed on or in relation to it, its business or a Ship to be owned by it. 12.10 Negative undertakings The Borrower will not: (a) without the prior written consent of all the Lenders, such consent not to be unreasonably withheld or delayed, change its legal name, type of organisation or jurisdiction of incorporation; and (b) provide any form of credit or financial assistance to any person or enter into any transaction with or involving any person on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length. 12.11 Notification of Sanctions The Borrower shall: (a) supply to the Agent, promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanction Laws against (a) the Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of the Borrower), as well as information on what steps are being taken with regards to answering or opposing the same; (b) inform the Agent promptly upon becoming aware that any of (a) the Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of the Borrower), has become or is likely to become a Restricted Party. 12.12 Incurrence of Financial Indebtedness The Borrower shall not, without the prior consent of the Majority Lenders, incur any Financial Indebtedness or grant any guarantee in respect of Financial Indebtedness if, as a result of incurring that Financial Indebtedness or incurring the contingent liability under that guarantee (as assessed in accordance with IFRS), an Event of Default would occur, or one or more of the financial covenants in respect of the Borrower set out in Clause 12.5 (Financial Covenants)

 
59 EUROPE/72894735v11 would be breached, on the date of such incurrence, or in the case if any Financial Indebtedness incurred with a subsidiary of the Borrower, unless such Financial Indebtedness is subordinated to all Financial Indebtedness incurred under the Finance Documents on terms acceptable to the Agent (acting on the instructions of the Majority Lenders) . 12.13 Other transactions The Borrower shall not enter into any transaction with an Affiliate on terms which are, in any respect, less favourable to it that those which it could obtain in a bargain made at arm’s length. 12.14 K-sure requirements The Borrower shall not act (or omit to act) in a manner that is inconsistent with any requirement of K-sure under or in connection with the K-sure Insurance Policy and, in particular: (a) the Borrower shall do all that is necessary to ensure that all requirements of K-sure under or in connection with the K-sure Insurance Policy are complied with; and (b) the Borrower will refrain from acting in any manner which could result in a breach of any requirements of K-sure under or in connection with the K-sure Insurance Policy or affect the validity of it. 12.15 K-sure Insurance Policy protection If at any time, in the opinion of the K-sure Agent, any provision of a Finance Document contradicts or conflicts with any provision of the K-sure Insurance Policy, the Borrower will: (a) take all steps as the Agent, the K-sure Agent and/or K-sure shall require to remove such contradiction or conflict; and (b) take all steps as the Agent, the K-sure Agent and/or K-sure shall require to ensure that the K- sure Insurance Policy remains in full force and effect. 13 INSURANCE 13.1 General The Borrower also undertakes with each Creditor Party to comply with the following provisions of Clause 13 (Insurance) at all times during the Security Period (in the case of each Ship after the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit. 13.2 Maintenance of obligatory insurances The Borrower shall keep each Ship insured at its own expense against: (a) fire and usual marine risks and war risks (including hull and machinery, hull and freight interest, piracy, terrorism, missing vessel cover, blocking and trapping and confiscation); and (b) protection and indemnity risks (including pollution risks), on "full entry terms". 13.3 Terms of obligatory insurances The Borrower shall, effect such insurances in respect of each Ship: (a) in Dollars;

 
60 EUROPE/72894735v11 (b) in the case of fire and usual marine risks and war risks (including coverage for war protection and indemnity with a separate limit for the same amounts insured under war hull), in an amount on an agreed value basis at least the greater of (i) when aggregated with such insurances on the other Ships which are subject to a Mortgage, 120 per cent. of the Loan and (ii) the Fair Market Value of that Ship; (c) in the case of hull and machinery insured values of each Ship in an amount not less than 70 per cent. of the total insured value of that Ship; (d) in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry with a protection and indemnity association belonging to the International Group of Protection and Indemnity Associations; (e) in relation to protection and indemnity risks in respect of the Ship's full tonnage on full entry terms; (f) on approved terms; and (g) through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations. 13.4 Further protections for the Creditor Parties In addition to the terms set out in Clause 13.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances shall: (a) in relation to the obligatory insurances for fire and usual marine risks and war risks, whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance; (b) name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify; (c) provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set-off, counterclaim or deductions or condition whatsoever; (d) provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and (e) provide that the Security Trustee may make proof of loss if the Borrower fails to do so. 13.5 Renewals The Borrower shall ensure that: (a) before the expiry of any obligatory insurance, that obligatory insurance is renewed; and (b) promptly after each such renewal, there is provided to the Security Trustee details of the terms and conditions on which such obligatory insurances have been renewed.

 
61 EUROPE/72894735v11 If there is a change in the insurers and/or markets through whom the obligatory insurances are placed the Borrower shall procure that the Security Trustee is notified within a reasonable time of the names of the insurers and/or markets employed for the purposes of the renewal of the obligatory insurance and of the amounts in which they are renewed. 13.6 Letters of undertaking In relation to all obligatory insurances effected from time to time under Clause 13.2 (Maintenance of obligatory insurances), the Borrower shall ensure that all brokers and any protection and indemnity or war risks associations in which a Ship is entered, in each case being approved by the Security Trustee (such approval not to be unreasonably withheld), provide the Security Trustee with letters of undertaking: (a) in the case of a broker, in a form standard in the insurance market in which such broker operates or any professional association of which that approved broker is a member; (b) in the case of a protection and indemnity or war risks association, in its standard form. If any of the obligatory insurances referred to in paragraph (a) of Clause 13.2 (Maintenance of obligatory insurances) and/or (b) of Clause 13.2 form part of a fleet cover, the Borrower will procure that any letter of undertaking referred to in paragraph (a) of this Clause 13.6 (Letters of undertaking) is amended to provide that the relevant brokers shall undertake to the Security Trustee that they shall neither set-off against any claims in respect of the relevant Ship any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances. 13.7 Copies of certificates of entry The Borrower shall ensure that any protection and indemnity and/or war risks associations in which each Ship is entered provides the Security Trustee with a certified copy of the certificate of entry for that Ship. 13.8 Deposit of original policies The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed. 13.9 Payment of premiums The Borrower shall ensure that (taking account of any applicable grace periods) all premiums, calls or contributions or other sums of money from time to time due in respect of any obligatory insurances are paid in full and produce all relevant receipts when so required by the Security Trustee. 13.10 Guarantees The Borrower shall arrange for the execution and delivery of all guarantees and indemnities as may from time to time be required by a Ship's P&I Club or war risks association. 13.11 Compliance with terms of insurances The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance in relation to a Ship invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:

 
62 EUROPE/72894735v11 (a) the Borrower shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval; (b) the Borrower shall not make any changes relating to the classification or classification society or manager or operator of a Ship approved by the underwriters of the obligatory insurances; (c) the Borrower shall make (and on request promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which a Ship it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and (d) the Borrower shall not employ a Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify. 13.12 Alteration to terms of insurances The Borrower will procure that: (a) no adverse alteration is made to any obligatory insurance (which alteration is, in the reasonable opinion of the Security Trustee, likely to materially adversely affect the Lenders) without the prior written consent of the Security Trustee; and (b) all the steps under its control are taken to seek to avoid the occurrence of any act or omission which would enable cancellation of any obligatory insurance or render any obligatory insurance invalid, void or unenforceable or render any sum paid out under any obligatory insurance repayable in whole or in part. 13.13 Settlement of claims The Borrower shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and the Borrower shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances. 13.14 Provision of information The Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) reasonably requests for the purpose of: (a) obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or (b) effecting or renewing any such insurances as are referred to in Clause 13.15 (Mortgagee's interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances; and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses reasonably incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).

 
63 EUROPE/72894735v11 13.15 Mortgagee's interest and additional perils insurances The Agent for the benefit of the Security Trustee, or the Security Trustee itself, shall effect, maintain and renew a mortgagee's interest additional perils insurance and a mortgagee's interest marine insurance in such amounts on such terms reasonably available in the market, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrower shall upon demand fully indemnify the Agent or the Security Trustee (as the case may be) in respect of all reasonable premiums and other reasonable expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance Provided that the cover in respect of the mortgagee’s interest marine insurance shall be equal to 110 per cent. of the Loan. Notwithstanding the above, if at any time the Agent or Security Trustee proposes to effect any insurances of the nature referred to in this Clause, it shall first notify the Borrower of the insurance which it proposes to effect, the terms on which it requires it to be effected and the date from which it requires it to be so effected. If, before the date on which the Agent or Security Trustee (as the case may be) requires that insurance to be effected, the Borrower can demonstrate to the Agent or Security Trustee (as the case may be) that a firm of insurance brokers with a reputation acceptable to the Agent or the Security Trustee (as the case may be) is able to arrange that insurance upon the same terms, before that date, for a price lower than that for which any firm of insurance brokers nominated by the Agent or Security Trustee is prepared to arrange that insurance and with underwriters acceptable to the Agent or Security Trustee (as the case may be), and if that firm of insurance brokers will enter into such agreements with the Agent or Security Trustee (as the case may be) as it may require taking into account the identity of that firm of insurance brokers, the Agent or Security Trustee (as the case may be) shall not unreasonably refuse to effect that insurance through that firm of insurance brokers so nominated by the Borrower. 14 SHIP COVENANTS 14.1 General The Borrower also undertakes with each Creditor Party to comply with the provisions of this Clause 14 (Ship Covenants) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit (such permission not to be unreasonably withheld in the case of Clause 14.2 (Ship's name and registration), 14.12 (Restrictions on chartering, appointment of managers etc.) and 14.14 (Sharing of Earnings). 14.2 Ship's name and registration The Borrower shall keep each Ship registered in its name on an Approved Flag; and shall not do or allow to be done anything as a result of which such registration might be cancelled or imperilled and shall not change the name or country of registry of the Ship Provided that the Borrower may change the registry of the Ship to any Approved Flag with the consent of the Agent (acting on the instructions of the Majority Lenders), such consent not to be unreasonably withheld or delayed and subject to the Borrower providing the Creditor Parties with replacement security at the time of such transfer (in form and substance satisfactory to the Agent) so that the Creditor Parties have the same security on the Ship and subject to any appropriate consequential amendments to the Finance Documents. 14.3 Repair and classification The Borrower shall keep each Ship in a good safe condition and state of repair: (a) consistent with first-class ship ownership and management practice;

 
64 EUROPE/72894735v11 (b) so as to maintain that Ship's class as at the date of this Agreement free of overdue recommendations and conditions affecting that Ship's class with an Approved Classification Society; and (c) so as to comply with all laws and regulations applicable to vessels registered on the applicable Approved Flag or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code. 14.4 Modification The Borrower shall not make any modification or repairs to, or replacement of, a Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of a Ship or reduce its value. 14.5 Removal of parts The Borrower shall not remove any material part of a Ship, or any item of equipment installed on a Ship, except in the normal course of maintenance and repair, unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on a Ship the property of the Borrower and subject to the security constituted by the relevant Mortgage Provided that the Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship concerned. 14.6 Surveys The Borrower shall submit each Ship regularly to such periodical or other surveys which may be required for that Ship's classification purposes and shall comply with all conditions and recommendations affecting that Ship's class of the relevant classification society in accordance with their terms unless waived. 14.7 Inspection The Borrower shall permit the Agent (by surveyors or other persons appointed by it for that purpose, at the Borrower’s expense once per year) to board a Ship at all reasonable times to inspect its condition (without interfering with that Ship's operation) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. 14.8 Prevention of and release from arrest The Borrower shall promptly discharge, unless the same is being contested in good faith by the Borrower: (a) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any such Ship, its Earnings or the Insurances in relation any such Ship; (b) all taxes, dues and other amounts charged in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship; and (c) all other outgoings whatsoever in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship; and, forthwith upon receiving notice of the arrest of a Ship, or of its detention in exercise or purported exercise of any lien or claim, unless the same is being contested in good faith by the Borrower, the Borrower shall as soon as possible or in any event within 30 days (or such greater period as may be agreed by the Agent) procure its release by providing bail or otherwise as the circumstances may require.

 
65 EUROPE/72894735v11 14.9 Compliance with laws etc. The Borrower shall: (a) comply, or procure compliance with all laws or regulations: (i) relating to its business generally; and (ii) relating to each Ship, its ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and the laws of the Approved Flag in relation to each Ship; (b) obtain, comply with and do all that is necessary to maintain in full force and effect any consents required to be obtained and maintained by the Borrower in connection with any Environmental Laws; (c) without limiting paragraph (a) above, not employ a Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws; and (d) procure that neither it nor any member of the Group is or becomes a Restricted Party. 14.10 Provision of information The Borrower shall promptly provide the Agent with any information which it reasonably requests regarding: (a) a Ship, its employment, position and engagements; (b) the Earnings and payments and amounts due to a Ship's master and crew; (c) any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of a Ship and any payments made in respect of a Ship; (d) any towages and salvages; (e) the Borrower, the Approved Managers' or a Ship's compliance with the ISM Code and/or the ISPS Code, and, upon the Agent's request, to provide copies of any current charter relating to a Ship and of any current charter guarantee (unless the Borrower is prohibited to do so under applicable confidentiality provisions and if there is any such confidentiality provision, the Borrower shall use all reasonable endeavours to provide such copies) and copies of a Ship's Safety Management Certificate. 14.11 Notification of certain events The Borrower shall immediately notify the Agent by email of: (a) any casualty of a Ship which is or is likely to be or to become a Major Casualty; (b) any occurrence as a result of which a Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

 
66 EUROPE/72894735v11 (c) any requirement or recommendation made by any insurer or classification society or by any competent authority in respect of a Ship which is not complied with within the applicable time limit; (d) any arrest or detention of a Ship, any exercise of any lien on a Ship or its Earnings or any requisition of a Ship for hire which may be material in the context of this Agreement; (e) any Environmental Claim made against the Borrower or in connection with a Ship, or any Environmental Incident; (f) any claim for breach of the ISM Code or the ISPS Code being made against an Borrower, an Approved Manager or otherwise in connection with a Ship; or (g) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with; and the Borrower shall keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of the Borrower's, the Approved Manager's or any other person's response to any of those events or matters. 14.12 Restrictions on chartering, appointment of managers etc. The Borrower shall not: (a) let a Ship on demise charter for any period; (b) enter into any charter in relation to a Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (c) charter a Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed; (d) appoint a manager of a Ship other than the Approved Managers or agree to any material alteration to the terms of an Approved Manager's appointment or to the change of the Approved Manager (other than, in each case, with the consent of the Agent (acting on the instructions of the Majority Lenders)); or (e) put a Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $5,000,000 (or the equivalent in any other currency) unless either: (i) that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason; or (ii) the cost of such work is covered by insurances; or (iii) the Borrower establishes to the reasonable satisfaction of the Agent that it has sufficient funds to pay for the cost of such work. 14.13 Notice of Mortgage The Borrower shall keep each Mortgage registered against a Ship as a valid first priority mortgage, carry on board that Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by the Borrower to the Security Trustee.

 
67 EUROPE/72894735v11 14.14 Sharing of Earnings The Borrower will not enter into any agreement or arrangement for the sharing of any Earnings other than pursuant to a Permitted Pooling Agreement. 14.15 Green passport The Borrower shall ensure that at all times each Ship carries an inventory or similar document of all potentially hazardous materials on board that Ship or any equivalent document as may be required by that Ship's classification society. 14.16 Poseidon Principles The Borrower shall, upon the request of any Lender and at the cost of the Borrower, on or before 31 July in each calendar year, supply or procure the supply to the Agent of all information necessary in order for any Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to each Ship for the preceding calendar year provided always that no Lender shall publicly disclose such information with the identity of the Ship without the prior written consent of the Borrower. For the avoidance of doubt, such information shall be “Confidential Information” for the purposes of Clause 32 (Confidential Information) but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender’s portfolio climate alignment. 14.17 Inventory of Hazardous Materials The Borrower shall obtain an Inventory of Hazardous Materials or equivalent document acceptable to the Agent by the Drawdown Date and procure that such Inventory of Hazardous Materials (or equivalent document) shall remain valid until the final Maturity Date. 14.18 Sustainable and socially responsible dismantling of ships (a) The Borrower shall ensure that the Ships and any other vessel owned or controlled by the Group taken out of service for dismantling, scrapping, or recycling, or sold to an intermediary with the intention of being dismantled, scrapped or recycled, is recycled at a recycling yard which conducts it recycling business in a socially and environmentally responsible manner in accordance with the Hong Kong Convention and/or the EU Ship Recycling Regulation. (b) The Borrower undertakes that they will maintain a safe sustainable and socially responsible policy with respect to dismantling of the Ships and any other vessel owned or controlled by the Group that are taken out of service. 14.19 Connectivity The Borrower shall no less than gradually improve the access to internet connections for seafarers employed on Connectivity Reference Vessels by way of: (a) increasing the free MB allowance for those seafarers; and (b) decreasing the cost for per MB for excess data above the free allowance on such vessels.

 
68 EUROPE/72894735v11 15 SECURITY COVER 15.1 Minimum required security cover Clause 15.2 (Provision of additional security; prepayment) applies if the Agent notifies the Borrower that: (a) the aggregate of the Fair Market Values (determined as provided in Clause 15.3 (Valuation of Ships) of each Ship subject to a Mortgage; plus (b) the net realisable value of any additional security previously provided under this Clause 15 (Security Cover); is below 125 per cent. of the Loan. 15.2 Provision of additional security; prepayment If the Agent serves a notice on the Borrower under Clause 15.1 (Minimum required security cover), the Borrower shall, within 30 days after the date on which the Agent's notice is served: (a) provide, or ensure that a third party provides, acceptable additional security which, in the reasonable opinion of the Majority Lenders, has a net realisable value (taking into account the amount of any prepayment made pursuant to paragraph (b) of Clause 15.2 (Provision of additional security; prepayment) in response to the same notice) at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require and, for this purpose, it is agreed that acceptable additional security shall include cash collateral in Dollars valued at par; and/or (b) prepay such part of the Loan as will eliminate the shortfall (taking into account the net realisable value of any additional security provided pursuant to paragraph (a) of Clause 15.2 (Provision of additional security; prepayment) in response to the same notice). 15.3 Valuation of Ships (a) The Fair Market Value of a Ship at any date is that shown by the average of 2 valuations: (i) as at a date not more than 30 days previously; (ii) by an Approved Shipbroker selected by the Agent; (iii) without physical inspection of that Ship; (iv) on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment; (v) after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale, and if one valuation in respect of a Ship differs by at least 10 per cent. from the other valuation, then a third valuation for that Ship shall be obtained by an Approved Shipbroker selected by the Agent and the Fair Market Value of that Ship shall be the average of all three valuations. (b) The Borrower shall provide the valuations addressed to the Agent of each Ship which are required to determine its Fair Market Value pursuant to this Clause 15.3 (Valuation of Ships):

 
69 EUROPE/72894735v11 (i) at the same time as the Borrower provides to the Agent the compliance certificates pursuant to paragraph (e) of Clause 11.5 (Provision of financial statements) in respect of the financial statements provided in accordance with paragraphs (a) and (b) of Clause 11.5 (Provision of financial statements); and (ii) after the occurrence of an Event of Default which is continuing or if the Agent has determined that the valuation may entitle it to serve a notice under Clause 15.1 (Minimum required security cover), whenever requested by the Agent. (c) The Borrower shall provide the valuations referred to in sub-paragraph (i) of paragraph (b) at its own cost and shall provide the valuations referred to in sub-paragraph (ii) of paragraph (b) at its own cost unless the Agent is not entitled to serve a notice under Clause 15.1 (Minimum required security cover) based on such valuations, in which case the Lenders shall reimburse the Agent on demand for the cost of the valuations pro rata to their Commitments. 15.4 Value of additional vessel security The net realisable value of any additional security which is provided under Clause 15.2 (Provision of additional security; prepayment) and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3 (Valuation of Ships). 15.5 Valuations binding Any valuation under Clause 15.2 (Provision of additional security; prepayment), 15.3 (Valuation of Ships) or 15.4 (Value of additional vessel security) shall be binding and conclusive as regards the Borrower and the Lenders, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest over a vessel. 15.6 Provision of information The Borrower shall promptly provide the Agent and any shipbroker or expert acting under Clause 15.3 (Valuation of Ships) or 15.4 (Value of additional vessel security) with any information which the Agent or the shipbroker or expert may reasonably request for the purposes of its valuation. 15.7 Payment of valuation expenses Without prejudice to the generality of the Borrower’s obligations under Clauses 20.3 (Costs of negotiation, preparation etc.), 20.4 (Costs of variations, amendments, enforcement etc.) and 21.3 (Miscellaneous indemnities), the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause. 15.8 Application of prepayment (a) Clause 8 (Repayment, Prepayment and Cancellation) shall apply in relation to any prepayment pursuant to paragraph (b) of Clause 15.2 (Provision of additional security; prepayment). (b) Any prepayment pursuant to paragraph (b) of Clause 15.2 shall be applied pro rata to each Tranche and, within each Tranche, pro rata to each Advance and pro rata to each repayment instalment then outstanding (including any balloon) under each Advance.

 
70 EUROPE/72894735v11 16 PAYMENTS AND CALCULATIONS 16.1 Currency and method of payments All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it: (a) by not later than 11.00 a.m. (London time) on the due date; (b) in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement); (c) in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and (d) in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties. 16.2 Payment on non-Business Day If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day: (a) the due date shall be extended to the next succeeding Business Day; or (b) if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day; and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date. 16.3 Basis for calculation of periodic payments All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year. 16.4 Distribution of payments to Creditor Parties Subject to Clause 16.5 (Permitted deductions by Agent), Clause 16.6 (Agent only obliged to pay when monies received) and Clause 16.7 (Refund to Agent of monies not received): (a) any amount received by the Agent under a Finance Document for distribution or remittance to a Lender, a Swap Counterparty or the Security Trustee shall be made available by the Agent to that Lender, that Swap Counterparty or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender and the Swap Counterparty or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and (b) amounts to be applied in satisfying amounts of a particular category which are due to the Lenders and/or the Swap Counterparties generally shall be distributed by the Agent to each Lender and each Swap Counterparty pro rata to the amount in that category which is due to it.

 
71 EUROPE/72894735v11 16.5 Permitted deductions by Agent Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender or that Swap Counterparty under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or that Swap Counterparty to pay on demand. 16.6 Agent only obliged to pay when monies received Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender or that Swap Counterparty any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender or that Swap Counterparty until the Agent has satisfied itself that it has received that sum. 16.7 Refund to Agent of monies not received If and to the extent that the Agent makes available a sum to the Borrower or a Lender or a Swap Counterparty, without first having received that sum, the Borrower or (as the case may be) the Lender or the Swap Counterparty concerned shall, on demand: (a) refund the sum in full to the Agent; and (b) pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it. 16.8 Agent may assume receipt Clause 16.7 (Refund to Agent of monies not received) shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available. 16.9 Creditor Party accounts Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party. 16.10 Agent's memorandum account The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party. 16.11 Accounts prima facie evidence If any accounts maintained under Clauses 16.9 (Creditor Party accounts) and 16.10 (Agent's memorandum account) show an amount to be owing by the Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.

 
72 EUROPE/72894735v11 16.12 Impaired Agent (a) If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 16.1 (Currency and method of payments) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch or A2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment and designated as a trust account for the benefit of the Creditor Party or Creditor Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents. (b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements. (c) Where the Borrower or a Lender has made a payment in accordance with this Clause 16.12 (Impaired Agent) it shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account. (d) Promptly upon the appointment of a successor Agent in accordance with Clause 24 (The Agent and the Arrangers) each party which has made a payment to a trust account in accordance with this Clause 16.12 (Impaired Agent) shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 16.4 (Distribution of payments to Creditor Parties). 17 APPLICATION OF RECEIPTS 17.1 Normal order of application Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents and any unpaid K-sure Premium; (b) SECONDLY: in or towards payment of any unpaid fees, costs and expenses incurred at the request of K-sure pursuant to the K-sure Insurance Policy; (c) THIRDLY: in or towards satisfaction of any amounts then due and payable to the Creditor Parties (other than the Swap Banks) under the Finance Documents (or any of them) in such order of application and/or such proportions as the Agent, acting with the authorisation of the Lenders, may specify by notice to the Borrower, the Security Parties and the other Creditor Parties; (d) FOURTHLY: in retention of an amount equal to any amount not then due and payable to the Creditor Parties (other than the Swap Banks) under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of paragraph (b);

 
73 EUROPE/72894735v11 (e) FIFTHLY: in or towards satisfaction pro rata of any amount then due and payable under any Master Agreement which relates to a Designated Transaction; (f) SIXTHLY: in retention of an amount equal to any amount not then due and payable under any Master Agreement which relates to a Designated Transaction but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of paragraph (e); and (g) SEVENTHLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it. 17.2 Variation of order of application The Agent may, with the authorisation of the Lenders and the Swap Banks and, in the case of paragraph (b) of Clause 17.1 (Normal order of application), with the authorisation of K-sure, by notice to the Borrower, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 (Normal order of application) either as regards a specified sum or sums or as regards sums in a specified category or categories. 17.3 Notice of variation of order of application The Agent may give notices under Clause 17.2 (Variation of order of application) from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served. 17.4 Appropriation rights overridden This Clause 17 (Application of Receipts) and any notice which the Agent gives under Clause 17.2 (Variation of order of application) shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party. 18 APPLICATION OF EARNINGS 18.1 Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (and subject only to the provisions of the General Assignments) all the Earnings of each Ship and proceeds under any Insurances in relation to each Ship are paid to the Earnings Account without delay or deductions Provided that the Earnings in respect of each Ship shall be available to the Borrower unless an Event of Default has occurred and is continuing. 18.2 Location of accounts The Borrower shall promptly: (a) comply with any requirement of the Agent as to the location or re-location of the Earnings Account; and (b) execute any documents which the Agent reasonably specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.

 
74 EUROPE/72894735v11 19 EVENTS OF DEFAULT 19.1 Events of Default An Event of Default occurs if: (a) the Borrower or any Security Party fails to pay when due or, if payable on demand, on such demand, any sum payable under a Finance Document or under any document relating to a Finance Document unless its failure to pay is caused by an administrative or technical error and payment is made within 3 Business Days of its due date; or (b) any breach occurs of Clause 9.2 (Waiver of conditions precedent), Clause 10.15 (Sanctions), Clause 11.2 (Title; negative pledge), Clause 11.3 (Disposal of assets), Clause 11.17 (Conduct of business; compliance with laws) in so far as it relates to Sanctions Laws, Clause 11.19 (Compliance with Sanctions Laws), Clause 12.2 (Maintenance of status), Clause 12.3 (No change of business), Clause 12.4 (No merger etc.), Clause 12.8 (Restrictions on dividends), Clause 12.11 (Notification of Sanctions), Clause 13 (Insurance), paragraph (c) of Clause 14.9 (Compliance with laws etc.), or Clause 15.2 (Provision of additional security; prepayment) (which for the avoidance of doubt in the case of the Sanctions Provisions may include any such breach that arises specifically out of, or, in connection with, the Oceania Investigation) ; or (c) (subject to any applicable grace period in the relevant Finance Documents) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) and if, in the opinion of the Majority Lenders, such default is capable of remedy, such default continues unremedied 30 days after the earlier of (i) the Borrower becoming aware of such breach; and (ii) written notice from the Agent requesting action to remedy the same; or (d) any representation, warranty or statement made by, or by an officer of, the Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in any material respect when it is made; or (e) any of the following occurs in relation to a Relevant Person: (i) a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or (ii) a Relevant Person fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction or any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $10,000,000 or more or the equivalent in another currency; or (iii) an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person or any administrative or other receiver is appointed over any asset of a Relevant Person; or (iv) a Relevant Person makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or an administration notice is given or filed in relation to a Relevant Person, or a winding up or administration order is made in relation to a Relevant Person, or the members or directors of a Relevant Person pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or

 
75 EUROPE/72894735v11 (v) a petition is presented in any Pertinent Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of a Relevant Person unless the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within 30 days of the presentation of the petition; or (vi) a Relevant Person petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise; or (vii) any meeting of the members or directors of a Relevant Person is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iii), (iv), (v) or (vi); or (viii) in a Pertinent Jurisdiction other than England, any event occurs or any procedure is commenced which, in the opinion of the Majority Lenders, is similar to any of the foregoing; or (f) any repayment of principal in respect of, or any payment of interest on, any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period (unless the due date for payment thereof is rescheduled with the agreement of the relevant creditor before the expiry of such grace period);or (g) any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (howsoever described); or (h) any commitment to the Borrower for any Financial Indebtedness is cancelled by a creditor of the Borrower by reason of an event of default (however described); or (i) any Financial Indebtedness of the Borrower becomes capable of being declared due and payable prior to its specified maturity or any commitment to the Borrower for any Financial Indebtedness becomes capable of being cancelled in either case as a result of an event of default (howsoever described) and the event giving rise to that event of default is not waived or remedied to the satisfaction of the relevant creditor within 30 days of its occurrence; provided that (with respect to sub-paragraphs (f) to (i) above) no Event of Default will occur under these sub-paragraphs (f) to (i) above if the aggregate amount of the Financial Indebtedness or commitment for Financial Indebtedness falling within sub-paragraphs (f) to (i) above is less than $10,000,000 (or its equivalent in any other currency or currencies). (j) the Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or (k) it becomes unlawful in any Pertinent Jurisdiction or impossible: (i) for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or (ii) for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or (l) any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security

 
76 EUROPE/72894735v11 Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or (m) any event or circumstance occurs which the Majority Lenders determine has, or could reasonably be expected to have, a material adverse effect on: (i) the ability of the Borrower to perform its obligations under the Finance Documents; or (ii) the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or any of its subsidiaries; or (n) at any time, the Borrower is not in compliance with all material Environmental Laws relating to the Ship, its ownership, operation and management or to the business of the Borrower; or (o) the Borrower rescinds or repudiates a Finance Document. 19.2 Actions following an Event of Default On, or at any time after, the occurrence of an Event of Default which is continuing: (a) the Agent may, and if so instructed by the Majority Lenders, the Agent shall: (i) serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower under this Agreement are terminated; and/or (ii) serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or (iii) take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or (b) the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law. 19.3 Termination of Commitments On the service of a notice under sub-paragraph (i) of paragraph (a) Clause 19.2 (Actions following an Event of Default), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall terminate. 19.4 Acceleration of Loan On the service of a notice under sub-paragraph (ii) of paragraph (a) Clause 19.2 (Actions following an Event of Default), the Loan, all accrued interest and all other amounts accrued or owing from the Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand. 19.5 Default interest upon the occurrence of an Event of Default On and at any time after the occurrence of an Event of Default (other than pursuant to Clause paragraph (a) of Clause 19.1 (Events of Default)), the Agent may by notice to the Borrower

 
77 EUROPE/72894735v11 declare that from the date such Event of Default occurs and while such Event of Default is continuing interest shall accrue on the Loan and any other amounts outstanding under the Finance Documents at the rate set out in Clause 7.1 (Default interest). 19.6 Multiple notices; action without notice The Agent may serve notices under sub-paragraphs (i) and (ii) of paragraph (a) of Clause 19.2 (Actions following an Event of Default) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 (Actions following an Event of Default) if no such notice is served or simultaneously with or at any time after the service of both or either of such notices. 19.7 Notification of Creditor Parties and Security Parties The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2 (Actions following an Event of Default); but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence. 19.8 Creditor Party rights unimpaired Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or a Swap Counterparty under a Finance Document, a Master Agreement or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 (Interests several). 19.9 Exclusion of Creditor Party liability No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party: (a) for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or (b) as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset; except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees. In no event shall any Creditor Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour. 19.10 Relevant Persons In this Clause 19 (Events of Default) a "Relevant Person" means the Borrower, a Security Party or any of the Borrower's subsidiaries, but excluding any company which is dormant and the value of whose gross assets is $5,000,000 or less.

 
78 EUROPE/72894735v11 19.11 Interpretation In paragraph (e) of Clause 19.1 (Events of Default) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in paragraph (e) of Clause 19.1 (Events of Default) "petition" includes an application. 19.12 Position of Swap Counterparties Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to the foregoing provisions of this Clause 19 (Events of Default), to have any regard to the requirements of a Swap Counterparty except to the extent that such Swap Counterparty is also a Lender. 20 FEES, EXPENSES AND K-SURE PREMIUM 20.1 Fees The Borrower shall pay to the Agent: (a) on or before the date of this Agreement, a global fee in the amount specified in the relevant Fee Letter for distribution to the Co-Bookrunners and Citibank N.A., as lender; (b) quarterly in arrears during the period from the date of this Agreement to the last day of the Availability Period (or, if earlier, the date on which this Agreement is terminated), for the account of the relevant Lenders, a commitment fee at the rate of 40 percent of the applicable Margin per annum on the Total Available Commitments for distribution among the relevant Lenders pro rata to their Commitments in respect of the relevant Advances. 20.2 K-sure Premium (a) The Borrower shall pay to the K-sure Agent (for the account of K-sure) the K-sure Premium on or prior to the first Drawdown Date. (b) The obligation of the Borrower to pay the K-sure Premium shall be an absolute obligation and shall not be affected by any matter whatsoever (including the failure of the Borrower to utilise the facility). No part of the K-sure Premium shall be refundable except in accordance with the terms of the K-sure Insurance Policy and K-sure's internal regulations. (c) If a Creditor Party receives a refund of the K-sure Premium from K-sure and if all amounts due and owing by the Borrower under the Finance Documents at that time have been discharged in full, such refund shall be paid to the Borrower. (d) The Borrower acknowledges that the amount of the K-sure Premium will be determined solely by K-sure and no Creditor Party is in any way involved in the determination of the amount of the K-sure Premium and agrees that the Borrower shall have no claim or defence against any Creditor Party in connection with the amount of the K-sure Premium. (e) The Borrower shall pay to the K-sure Agent on demand (for the account of K-sure) any additional premium payable in respect of any amendment or waiver permitted by Clause 34 (Variations and Waivers) pursuant to the terms of the K-sure Insurance Policy. 20.3 Costs of negotiation, preparation etc. The Borrower shall pay to the Agent and K-sure on its demand the amount of all expenses incurred by the Agent or the Security Trustee or K-sure in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.

 
79 EUROPE/72894735v11 20.4 Costs of variations, amendments, enforcement etc. The Borrower shall pay to the Agent and K-sure, on the Agent's or K-sure’s demand, for the account of the Creditor Party concerned and/or K-sure the amount of all expenses incurred by that Creditor Party and/or K-sure and to the extent practicable, after prior consultation of the Borrower on the amount of such expenses, in connection with: (a) any amendment or supplement to a Finance Document or any proposal for such an amendment to be made if requested by the Borrower; (b) any consent or waiver by the Lenders, the Swap Banks, the Majority Lenders, K-sure or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver; (c) the valuation of any security provided or offered under Clause 15 (Security Cover) or any other matter relating to such security; or (d) any step taken by the Creditor Party or K-sure concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose. There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules. 20.5 Documentary taxes The Borrower shall promptly pay any tax payable on or by reference to any Finance Document or the K-sure Insurance Policy, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax. 20.6 Certification of amounts A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 (Fees, Expenses) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due. 21 INDEMNITIES 21.1 Indemnities regarding borrowing and repayment of Loan The Borrower shall fully indemnify the Agent, K-sure and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party as a result of or in connection with: (a) a Tranche not being borrowed on the date specified in the relevant Drawdown Notice for any reason other than a default by the Lender claiming the indemnity; (b) the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of the applicable Interest Period or other relevant period; (c) any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any

 
80 EUROPE/72894735v11 default interest paid by the Borrower on the amount concerned under Clause 7 (Default Interest)); (d) the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19 (Events of Default); and (e) in respect of any tax (other than tax on its overall net income under the law of the jurisdiction in which that Creditor Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Creditor Party is treated as resident for tax purposes or to the extent a claim, liability or loss relates to a FATCA Deduction required to be made by a party to this Agreement) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document or the K-sure Insurance Policy. 21.2 Breakage costs Without limiting its generality, Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) covers any Break Costs. 21.3 Miscellaneous indemnities The Borrower shall fully indemnify each Creditor Party or K-sure severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party or K-sure, in any country, as a result of or in connection with: (a) any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or (b) any other Pertinent Matter; other than claims, expenses, liabilities and losses which are shown to have been caused by the gross negligence, dishonesty or wilful misconduct of the officers or employees of the party to be indemnified. 21.4 Currency indemnity If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of: (a) making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order or judgment from any court or other tribunal; or (c) enforcing any such order or judgment; the Borrower shall indemnify within 3 Business Days of demand the Creditor Party and K-sure concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency. In this Clause 21.4 (Currency indemnity), the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the

 
81 EUROPE/72894735v11 Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency. This Clause 21.4 (Currency indemnity) creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities. 21.5 Application to Master Agreements For the avoidance of doubt, Clause 21.4 (Currency indemnity) does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of that Master Agreement shall apply. 21.6 Sanctions and regulatory indemnities The Borrower shall pay to the Agent and K-sure on demand, and the Borrower shall indemnify each Lender against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by a Lender (other than in each case by reason of a Lender's gross negligence, dishonesty or wilful misconduct): (a) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Law; or (b) as a result of any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and as a result of conduct of the Borrower or any of the Borrower’s partners, directors, officers, employees or agents that violates any Sanctions Laws. 21.7 Certification of amounts A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 (Indemnities) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due. 21.8 Sums deemed due to a Lender For the purposes of this Clause 21 (Indemnities), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender. 22 NO SET-OFF OR TAX DEDUCTION 22.1 No deductions All amounts due from the Borrower under a Finance Document shall be paid: (a) without any form of set-off, cross-claim or condition; and (b) free and clear of any Tax Deduction except a Tax Deduction which the Borrower is required by law to make.

 
82 EUROPE/72894735v11 22.2 Grossing-up for taxes Subject as provided in Clause 31.16 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office), if the Borrower is required by law to make a Tax Deduction from any payment: (a) the Borrower shall notify the Agent as soon as it becomes aware of the requirement; (b) the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and (c) the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the Tax Deduction) a net amount which, after the Tax Deduction, is equal to the full amount which it would otherwise have received. 22.3 Evidence of payment of taxes Promptly, and in any event within 1 month after making any Tax Deduction, the Borrower concerned shall deliver to the Agent for the Creditor Party entitled to the payment an original receipt (or certified copy thereof) satisfactory to that Creditor Party evidencing that the tax had been paid to the appropriate taxation authority. 22.4 Tax credit A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group basis, of) a repayment or credit in respect of tax on account of which the Borrower has made an increased payment under Clause 22.2 (Grossing-up for taxes) shall pay to the Borrower a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrower in respect of which the Borrower made the increased payment Provided that: (a) the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 22.4 (Tax credit) shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time; (c) nothing in this Clause 22.4 (Tax credit) shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrower had not been required to make a Tax Deduction from a payment; (d) any allocation or determination made by a Creditor Party under or in connection with this Clause 22.4 (Tax credit) shall be conclusive and binding on the Borrower and the other Creditor Parties; (e) nothing in this Clause 22.4 (Tax credit) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of its ultimate parent company (or any subsidiary thereof) or any computations in respect of tax; and (f) the Creditor Party's tax affairs for its tax year in respect of which such credit or repayment was obtained have been finally settled. 22.5 Tax Deduction In this Clause 22 (No Set-Off or Tax Deduction) "Tax Deduction" means any deduction or withholding for or on account of any present or future tax other than a FATCA Deduction.

 
83 EUROPE/72894735v11 22.6 Value Added Tax (a) All amounts expressed to be payable under a Finance Document by any party to a Creditor Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Creditor Party to any part in connection with a Finance Document, that party shall pay to the Creditor Party (in additional to and at the same time as paying the consideration) an amount equal to the amount of the VAT. (b) Where a Finance Document requires any party to reimburse a Creditor Party for any costs or expenses, that party shall also at the same time pay and indemnify the Creditor Party against all VAT incurred by the Creditor Party in respect of the costs or expenses to the extent that the Creditor Party reasonably determines that it is not entitled to credit or repayment of the VAT. 22.7 Application to Master Agreements For the avoidance of doubt, Clause 22 (No Set-Off or Tax Deduction) does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of that Master Agreement shall apply. 22.8 FATCA information (a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime. (b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige any Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them)

 
84 EUROPE/72894735v11 as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information. 22.9 FATCA Deduction (a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. (b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Creditor Parties. 22.10 Benefit of this Clause K-sure will have the benefit of a Lender's rights under this Clause 22 (No Set-Off or Tax Deduction) to the extent that Lender's rights under this Clause 22 (No Set-Off or Tax Deduction) have been fully or partly and properly assigned, transferred, subrogated or novated to K-sure, together with any other ancillary rights under the Finance Document required to give effect to this Clause 22 (No Set-Off or Tax Deduction). 23 ILLEGALITY, ETC. 23.1 Illegality, etc. This Clause 23 (Illegality, etc.) applies if a Lender (the "Notifying Lender") notifies the Agent that it has become, or will with effect from a specified date, become: (a) unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or (b) contrary to, or inconsistent with, any regulation and/or contrary to or declared by any Sanctions Authority to be contrary to Sanctions Laws, for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement or to fund or maintain its participation in an Advance or the Loan or to determine or charge interest rates based upon Term SOFR. 23.2 Notification of illegality The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23 (Illegality, etc.) which the Agent receives from the Notifying Lender. 23.3 Prepayment; termination of Commitment (a) On the Agent notifying the Borrower under Clause 23.2 (Notification of illegality), the Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23 (Illegality, etc.) as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender's Contribution in accordance with Clause 8 (Repayment, Prepayment and Cancellation). (b) Upon the termination of a Notifying Creditor Party's Commitment and prepayment by the Borrower of such Notifying Creditor Party's Contribution pursuant to paragraph (a) above any

 
85 EUROPE/72894735v11 sum prepaid by the Borrower in respect of a Notifying Creditor Party's Contribution under a Tranche shall reduce the Repayment Instalments of that Tranche pro rata. 23.4 Mitigation If circumstances arise which would result in a notification under Clause 23 (Illegality, etc.) then, without in any way limiting the rights of the Notifying Lender under Clause 23.3 (Prepayment; termination of Commitment), the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might: (a) have an adverse effect on its business, operations or financial condition; or (b) involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or (c) involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage. 24 THE AGENT AND THE ARRANGERS 24.1 Appointment of the Agent (a) Each of the Arrangers, the Lenders and the Swap Banks appoints the Agent to act as its agent under and in connection with the Finance Documents. (b) Each of the Arrangers, the Lenders and the Swap Banks authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) Each of the Arrangers, the Lenders and the Swap Banks releases the Agent from restrictions on the representation of several parties by one agent pursuant to section § 181 Alt. 2 of German Civil Code (Bürgerliches Gesetzbuch). 24.2 Instructions (a) The Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties). (b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from

 
86 EUROPE/72894735v11 exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in a Finance Document; (ii) where a Finance Document requires the Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Agent's own position in its personal capacity as opposed to its role of Agent for the relevant Creditor Parties. (e) If giving effect to instructions given by the Majority Lenders would in the Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 34 (Variations and Waivers), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver. (f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Agent shall do so having regard to the interests of all the Creditor Parties. (g) The Agent may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions. (h) Without prejudice to the remainder of this Clause 24.2 (Instructions), in the absence of instructions, the Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Creditor Parties. The Agent may act (or refrain from acting) as it considers to be in the best interest of the Creditor Parties. (i) The Agent is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents. 24.3 Duties of the Agent (a) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. (b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. (c) Without prejudice to Clause 31.3 (Transfer Certificate, delivery and notification), paragraph (b) above shall not apply to any Transfer Certificate.

 
87 EUROPE/72894735v11 (d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent receives notice from a Party referring to any Finance Document, describing an Event of Default and stating that the circumstance described is an Event of Default, it shall promptly notify the other Creditor Parties. (f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Creditor Party (other than the Agent, the Arranger or the Security Trustee) under this Agreement, it shall promptly notify the other Creditor Parties. (g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). 24.4 Role of the Arrangers, Co-ordinator and Sustainability Agent Except as specifically provided in the Finance Documents, the Arrangers, Co-ordinator and Sustainability Agent have no obligations of any kind to any other Party under or in connection with any Finance Document. 24.5 No fiduciary duties (a) Nothing in any Finance Document constitutes the Agent or any Arranger, the Co-ordinator or the Sustainability Agent as a trustee or fiduciary of any other person. (b) Neither the Agent nor the Arranger shall be bound to account to other Creditor Party for any sum or the profit element of any sum received by it for its own account. 24.6 Application of receipts Except as expressly stated to the contrary in any Finance Document, any moneys which the Agent receives or recovers in its capacity as Agent shall be applied by the Agent in accordance with Clause 17 (Application of Receipts). 24.7 Business with the Group The Agent the Arrangers, the Co-ordinator and the Sustainability Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group. 24.8 Rights and discretions (a) The Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any person:

 
88 EUROPE/72894735v11 (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Creditor Parties) that: (i) no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under paragraph (a) of Clause 19.1 (Events of Default); and (ii) any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised. (c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents. (h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 24.9 Responsibility for documentation Neither the Agent nor the Arrangers are responsible or liable for:

 
89 EUROPE/72894735v11 (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arrangers, the Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or (b) the legality, validity, effectiveness, adequacy or enforceability of any Pertinent Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Pertinent Document or the Security Property. 24.10 No duty to monitor The Agent shall not be bound to enquire: (a) whether or not any Event of Default has occurred; (b) as to the performance, default or any breach by the Borrower of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred. 24.11 Exclusion of liability (a) Without limiting paragraph (b) below (or any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct; (ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or (iii) any shortfall which arises on the enforcement or realisation of the Security Property; or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

 
90 EUROPE/72894735v11 (b) No Party other than the Agent may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent of the Agent may rely on this Clause. (c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out: (i) any "know your customer" or other checks in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party, on behalf of any Creditor Party and each Creditor Party confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers. (e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages. 24.12 Lenders' indemnity to the Agent (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document). (b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to the Borrower. 24.13 Resignation of the Agent (a) The Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrower. (b) Alternatively, the Agent may resign by giving 30 days' notice to the other Creditor Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution.

 
91 EUROPE/72894735v11 (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution. (d) The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (e) The Agent's resignation notice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) and this Clause 24 (The Agent and the Arrangers) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Agent. Any fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (h) The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Agent. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 22.8 (FACTA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 22.8 (FACTA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign. 24.14 Confidentiality (a) In acting as Agent for the Creditor Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by a division or department of the Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department,

 
92 EUROPE/72894735v11 and the Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party. (c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty. 24.15 Relationship with the other Creditor Parties (a) The Agent may treat the person shown in its records as Lender or Swap Bank at the opening of business (in the place of the Agent's principal office as notified to the Creditor Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Swap Bank: (i) entitled to or liable for any payment due under any Finance Document on that day; and (ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day, unless it has received not less than five Business Days' prior notice from that Lender or Swap Bank to the contrary in accordance with the terms of this Agreement. (b) Each Creditor Party shall supply the Agent with any information that the Security Trustee may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security Trustee. Each Creditor Party shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee and any reference to any instructions being given by or sought from any Creditor Party or group of Creditor Parties by or to the Security Trustee in this Agreement must be given or sought through the Agent. (c) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 36.7 (Electronic communication) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 36.2 (Addresses for communications) and Clause 36.7 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender. 24.16 Credit appraisal by the Creditor Parties Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Document, each Creditor Party confirms to the Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Document including but not limited to: (a) the financial condition, status and nature of each member of the Group; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or

 
93 EUROPE/72894735v11 executed in anticipation of, under or in connection with any Finance Document or the Security Property; (c) whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property; (d) the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and (e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets. 24.17 Deduction from amounts payable by the Agent If any Party owes an amount to the Agent under the Finance Documents, the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted. 24.18 Reliance and engagement letters Each Secured Party confirms that each of the Arrangers and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arrangers or the Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters. 24.19 Full freedom to enter into transactions Without prejudice to Clause 24.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Agent shall be absolutely entitled: (a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting the Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document); (b) to deal in and enter into and arrange transactions relating to: (i) any securities issued or to be issued by the Borrower or any other person; or (ii) any options or other derivatives in connection with such securities; and

 
94 EUROPE/72894735v11 (c) to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document, and, in particular, the Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters. 24.20 Amounts paid in error (a) If the Agent pays an amount to another Party and the Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Agent shall on demand refund the same to the Agent. (b) Neither: (i) the obligations of any Party to the Agent; nor (ii) the remedies of the Agent, (whether arising under this Clause 24.20 (Amounts paid in error) or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Agent or any other Party). (c) All payments to be made by a Party to the Agent (whether made pursuant to this Clause 24.20 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. (d) In this Agreement, "Erroneous Payment" means a payment of an amount by the Agent to another Party which the Agent determines (in its sole discretion) was made in error. 25 THE SECURITY TRUSTEE 25.1 Trust (a) The Security Trustee declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 25 (The Security Trustee) and the other provisions of the Finance Documents. (b) Each other Creditor Party authorises the Security Trustee to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) Each Creditor Party releases the Security Trustee from restrictions on the representation of several parties by one agent pursuant to section § 181 Alt. 2 of German Civil Code (Bürgerliches Gesetzbuch). 25.2 Parallel Debt (Covenant to pay the Security Trustee) (a) The Borrower irrevocably and unconditionally undertakes to pay to the Security Trustee its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

 
95 EUROPE/72894735v11 The Parallel Debt of the Borrower: (i) shall become due and payable at the same time as its Corresponding Debt; (ii) is independent and separate from, and without prejudice to, its Corresponding Debt. (b) For purposes of this Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)), the Security Trustee: (i) is the independent and separate creditor of each Parallel Debt; (ii) acts in its own name and not as agent, representative or trustee of the Creditor Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). (c) The Parallel Debt of the Borrower shall be: (i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and (ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of the Borrower shall be: (A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and (B) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of the Borrower shall never exceed its Corresponding Debt. (d) All amounts received or recovered by the Security Trustee in connection with this Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 17 (Application of Receipts). (e) This Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) shall apply, with any necessary modifications, to each Finance Document. 25.3 Enforcement through Security Trustee only The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Finance Documents except through the Security Trustee. 25.4 Instructions (a) The Security Trustee shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Trustee in accordance with any instructions given to it by:

 
96 EUROPE/72894735v11 (A) all Lenders (or the Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders (or the Agent on their behalf); and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties). (b) The Security Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Trustee may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Trustee by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in a Finance Document; (ii) where a Finance Document requires the Security Trustee to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Trustee's own position in its personal capacity as opposed to its role of Security Trustee for the relevant Secured Parties. (iv) in respect of the exercise of the Security Trustee's discretion to exercise a right, power or authority under any of: (A) Clause 25.28 (Application of receipts); (B) Clause 25.29 (Permitted Deductions); and (C) Clause 25.30 (Prospective liabilities). (e) If giving effect to instructions given by the Majority Lenders would in the Security Trustee's opinion have an effect equivalent to an amendment or waiver referred to in Clause 34 (Variations and Waivers), the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Trustee) whose consent would have been required in respect of that amendment or waiver. (f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either: (i) it has not received any instructions as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Trustee shall do so having regard to the interests of all the Creditor Parties.

 
97 EUROPE/72894735v11 (g) The Security Trustee may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions. (h) Without prejudice to the remainder of this Clause 25.4 (Instructions), in the absence of instructions, the Security Trustee may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate. (i) The Security Trustee is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents. 25.5 Duties of the Security Trustee (a) The Security Trustee's duties under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Trustee shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Trustee for that Party by any other Party. (c) Except where a Finance Document specifically provides otherwise, the Security Trustee is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (d) If the Security Trustee receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Creditor Parties. (e) The Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). 25.6 No fiduciary duties (a) Nothing in any Finance Document constitutes the Security Trustee as an agent, trustee or fiduciary of the Borrower. (b) The Security Trustee shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account. 25.7 Business with the Group The Security Trustee may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group. 25.8 Rights and discretions (a) The Security Trustee may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

 
98 EUROPE/72894735v11 (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Trustee shall be entitled to carry out all dealings with the other Creditor Parties through the Agent and may give to the Agent any notice or other communication required to be given by the Security Trustee to any Creditor Party. (c) The Security Trustee may assume (unless it has received notice to the contrary in its capacity as security trustee for the Creditor Parties) that: (i) no Event of Default has occurred; and (ii) any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised. (d) The Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Trustee (and so separate from any lawyers instructed by the Agent or the Lenders) if the Security Trustee in its reasonable opinion deems this to be desirable. (f) The Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Trustee or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (g) The Security Trustee may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

 
99 EUROPE/72894735v11 unless such error or such loss was directly caused by the Security Trustee's gross negligence or wilful misconduct. (h) Unless a Finance Document expressly provides otherwise the Security Trustee may disclose to any other Party any information it reasonably believes it has received as security trustee under the Finance Documents. (i) Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (j) Notwithstanding any provision of any Finance Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 25.9 Responsibility for documentation None of the Security Trustee or any Receiver is responsible or liable for: (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arranger, the Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property. 25.10 No duty to monitor The Security Trustee shall not be bound to enquire: (a) whether or not any Event of Default has occurred; (b) as to the performance, default or any breach by the Borrower of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred. 25.11 Exclusion of liability (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver), none of the Security Trustee nor any Receiver will be liable for: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct; (ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other

 
100 EUROPE/72894735v11 agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or (iii) any shortfall which arises on the enforcement or realisation of the Security Property; or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. (b) No Party other than the Security Trustee or that Receiver (as applicable) may take any proceedings against any officer, employee or agent of the Security Trustee or a Receiver in respect of any claim it might have against the Security Trustee or a Receiver or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property. (c) The Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Trustee if the Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Trustee for that purpose. (d) Nothing in this Agreement shall oblige the Security Trustee to carry out: (i) any "know your customer" or other checks in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party, on behalf of any Creditor Party and each Creditor Party confirms to the Security Trustee that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Trustee. (e) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver, any liability of the Security Trustee or any Receiver arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Trustee or Receiver or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Trustee or any Receiver at any time which increase the amount of that loss. In no event shall the Security Trustee or any Receiver be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Trustee or the Receiver has been advised of the possibility of such loss or damages.

 
101 EUROPE/72894735v11 25.12 Lenders' indemnity to the Security Trustee (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Trustee and every Receiver, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Trustee's or Receiver's gross negligence or wilful misconduct) in acting as Security Trustee or Receiver under the Finance Documents (unless the Security Trustee or Receiver has been reimbursed by the Borrower pursuant to a Finance Document). (b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Trustee pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Trustee to the Borrower. 25.13 Resignation of the Security Trustee (a) The Security Trustee may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrower. (b) Alternatively, the Security Trustee may resign by giving 30 days' notice to the other Creditor Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Security Trustee any reputable financial institution. (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Trustee (after consultation with the Borrower) may appoint as a successor Security Trustee any reputable financial institution. (d) The retiring Security Trustee shall make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Security Trustee for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (e) The Security Trustee's resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) the transfer, by way of a document expressed as a deed, of all the Security Property to that successor. (f) Upon the appointment of a successor, the retiring Security Trustee shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 25.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) and this Clause 25 (The Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Trustee. Any fees for the account of the retiring Security Trustee shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

 
102 EUROPE/72894735v11 (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower. (h) The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Security Trustee. 25.14 Confidentiality (a) In acting as Security Trustee for the Creditor Parties, the Security Trustee shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by a division or department of the Security Trustee other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Trustee shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party. (c) Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty. 25.15 Credit appraisal by the Creditor Parties Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Creditor Party confirms to the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Finance Document including but not limited to: (a) the financial condition, status and nature of each member of the Group; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property; (c) whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property; (d) the adequacy, accuracy or completeness of any information provided by the Security Trustee, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and (e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

 
103 EUROPE/72894735v11 25.16 Security Trustee's management time (a) In the event of: (i) an Event of Default; (ii) the Security Trustee being requested by the Borrower or the Majority Lenders to undertake duties which the Security Trustee and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Trustee under the Finance Documents; or (iii) the Security Trustee and the Borrower agreeing that it is otherwise appropriate in the circumstances, the Borrower shall pay to the Security Trustee any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (b) below. (b) If the Security Trustee and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (a) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Borrower or, failing approval, nominated (on the application of the Security Trustee) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties. 25.17 Reliance and engagement letters Each Secured Party confirms that the Security Trustee has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Trustee) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters. 25.18 No responsibility to perfect Transaction Security The Security Trustee shall not be liable for any failure to: (a) require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower to any of the Security Assets; (b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security; (c) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security; (d) take, or to require the Borrower to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or (e) require any further assurance in relation to any Finance Document.

 
104 EUROPE/72894735v11 25.19 Insurance by Security Trustee (a) The Security Trustee shall not be obliged: (i) to insure any of the Security Assets; (ii) to require any other person to maintain any insurance; or (iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document, and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance. (b) Where the Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Trustee fails to do so within 14 days after receipt of that request. 25.20 Custodians and nominees The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person. 25.21 Delegation by the Security Trustee (a) Each of the Security Trustee and any Receiver may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such. (b) That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Trustee or that Receiver (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties. (c) No Security Trustee or Receiver shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate. 25.22 Additional Security Trustees (a) The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it: (i) if it considers that appointment to be in the interests of the Creditor Parties; or (ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Trustee deems to be relevant; or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Trustee shall give prior notice to the Borrower and the Creditor Parties of that appointment.

 
105 EUROPE/72894735v11 (b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Trustee under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment. (c) The remuneration that the Security Trustee may pay to that person (after consultation with the Borrower), and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Trustee. 25.23 Acceptance of title The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that the Borrower may have to any of the Security Assets and shall not be liable for or bound to require the Borrower to remedy any defect in its right or title. 25.24 Releases Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver or the Security Trustee, the Security Trustee is irrevocably authorised (at the cost of the Borrower and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable. 25.25 Winding up of trust If the Security Trustee, with the approval of the Agent determines that: (a) all of the Secured Liabilities and all other obligations secured by the Finance Documents have been fully and finally discharged; and (b) no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to the Borrower pursuant to the Finance Documents, then (i) the trusts set out in this Agreement shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Trustee under each of the Finance Documents; and (ii) any Security Trustee which has resigned pursuant to Clause 25.13 (Resignation of the Security Trustee) shall release, without recourse or warranty, all of its rights under each Finance Document. 25.26 Powers supplemental to Trustee Acts The rights, powers, authorities and discretions given to the Security Trustee under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise.

 
106 EUROPE/72894735v11 25.27 Disapplication of Trustee Acts Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000. 25.28 Application of receipts All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Finance Document, under Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 25 (The Security Trustee), the "Recoveries") shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 25 (The Security Trustee), in the following order of priority: (a) in discharging any sums owing to the Security Trustee (in its capacity as such) (other than pursuant to Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) or any Receiver; (b) in payment or distribution to the Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by the Borrower under any of the Finance Documents in accordance with Clause 17 (Application of Receipts); (c) if the Borrower is not under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Trustee is obliged to pay or distribute in priority to the Borrower; and (d) the balance, if any, in payment or distribution to the Borrower. 25.29 Permitted Deductions The Security Trustee may, in its discretion: (a) set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and (b) pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Trustee under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement). 25.30 Prospective liabilities Following acceleration the Security Trustee may, in its discretion, or at the request of the Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) for later payment to the Agent for application in accordance with Clause 25.28 (Application of receipts) in respect of:

 
107 EUROPE/72894735v11 (a) any sum to the Security Trustee or any Receiver; and (b) any part of the Secured Liabilities, that the Security Trustee or, in the case of paragraph (b) only, the Agent, reasonably considers, in each case, might become due or owing at any time in the future. 25.31 Investment of proceeds Prior to the payment of the proceeds of the Recoveries to the Agent for application in accordance with Clause 25.28 (Application of receipts) the Security Trustee may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Trustee's discretion in accordance with the provisions of Clause 25.28 (Application of receipts). 25.32 Currency conversion (a) For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Trustee may convert any moneys received or recovered by the Security Trustee from one currency to another, at a market rate of exchange. (b) The obligations of the Borrower to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion. 25.33 Good discharge (a) Any payment to be made in respect of the Secured Liabilities by the Security Trustee may be made to the Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Trustee. (b) The Security Trustee is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Creditor Party are denominated. 25.34 Amounts received by Borrower If the Borrower receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Trustee, the Borrower will hold the amount received or recovered on trust for the Security Trustee and promptly pay that amount to the Security Trustee for application in accordance with the terms of this Agreement. 25.35 Full freedom to enter into transactions Without prejudice to Clause 25.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Trustee shall be absolutely entitled: (a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting the Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document); (b) to deal in and enter into and arrange transactions relating to:

 
108 EUROPE/72894735v11 (i) any securities issued or to be issued by the Borrower or any other person; or (ii) any options or other derivatives in connection with such securities; and (c) to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document, and, in particular, the Security Trustee shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters. 26 K-SURE AGENT 26.1 Appointment and duties of K-sure Agent (a) Each K-sure Lender appoints the K-sure Agent to act as its agent under and in connection with the K-sure Insurance Policy and the Finance Documents. (b) Each K-sure Lender authorises the K-sure Agent to exercise the rights, powers, authorities and discretions specifically given to the K-sure agent under, or in connection with, the K-sure Insurance Policy and the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) Each K-Sure Lender releases the K-sure Agent from restrictions on the representation of several parties by one agent pursuant to section § 181 Alt. 2 of German Civil Code (Bürgerliches Gesetzbuch). (d) The K-sure Agent shall promptly forward to each K-sure Lender the original or a copy of any document which is delivered to the K-sure Agent for that K-sure Lender by any other Party or by K-sure. (e) Except where the K-sure Insurance Policy or a Finance Document specifically provides otherwise, the K-sure Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (f) The K-sure Agent's duties under the K-sure Insurance Policy and the Finance Documents are solely mechanical and administrative in nature. 26.2 Application of certain Clauses The provisions of Clauses 24.7 (Business with the Group), 24.8 (Rights and discretions), 24.2 (Instructions), 24.9 (Responsibility for documentation), 24.11 (Exclusion of liability), 24.12 (Lenders' indemnity to the Agent), 24.13 (Resignation of the Agent), 24.14 (Confidentiality), 24.15 (Relationship with the other Creditor Parties), 24.16 (Credit appraisal by the Creditor Parties) and 24.19 (Full freedom to enter into transactions) shall apply in respect of the K-sure Agent in its capacity as such as if each reference to the Agent were a reference to the K-sure Agent and each reference to the Finance Documents included a reference to the K-sure Insurance Policy. 26.3 Lenders' representations Each K-sure Lender represents and warrants to the K-sure Agent that:

 
109 EUROPE/72894735v11 (a) no information provided by it in writing to the K-sure Agent or to K-sure prior to the date of this Agreement was untrue or incorrect in any material respect except to the extent that it, in the exercise of reasonable care and due diligence prior to giving such information, could not have discovered the error or omission; (b) it has not taken (or failed to take), and agrees that it shall not take (or fail to take), any action that would result in the K-sure Agent being in breach of any of its obligations in its capacity as K-sure Agent under the K-sure Insurance Policy or any of the Finance Documents, or result in the K-sure Lenders being in breach of any of their respective obligations as insured parties under the K-sure Insurance Policy, or which would otherwise prejudice the K-sure Agent's ability to make a claim on behalf of the K-sure Lenders under the K-sure Insurance Policy; (c) it has reviewed the K-sure Insurance Policy and is aware of its provisions; and (d) the representations and warranties made by the K-sure Agent on its behalf under the K-sure Insurance Policy are true and correct with respect to it in all respects. 26.4 Claims under K-sure Insurance Policy (a) All communication between the Creditor Parties and K-sure shall be carried out exclusively through the K-sure Agent. (b) Each K-sure Lender acknowledges and agrees that it shall have no entitlement to make any claim or to take any action whatsoever under or in connection with the K-sure Insurance Policy except through the K-sure Agent and that all of the rights of the K-sure Lenders under the K- sure Insurance Policy shall only be exercised by the K-sure Agent. 27 CONDUCT OF BUSINESS BY THE CREDITOR PARTIES No provision of this Agreement will: (a) interfere with the right of any Creditor Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; or (b) oblige any Creditor Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim or to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 28 SHARING AMONG THE CREDITOR PARTIES 28.1 Payments to Creditor Parties If a Creditor Party (a "Recovering Creditor Party") receives or recovers any amount from the Borrower other than in accordance with Clause 16 (Payments and Calculations) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then: (a) the Recovering Creditor Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent; (b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Creditor Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 16 (Payments and Calculations), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Creditor Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Creditor Party as its

 
110 EUROPE/72894735v11 share of any payment to be made, in accordance with Clause 17.1 (Normal order of application). 28.2 Redistribution of payments The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it among the Creditor Parties (other than the Recovering Creditor Party) (the "Sharing Creditor Parties") in accordance with Clause 17.1 (Normal order of application) towards the obligations of the Borrower to the Sharing Creditor Parties. 28.3 Recovering Creditor Party's rights On a distribution by the Agent under Clause 28.2 (Redistribution of payments) of a payment received by a Recovering Creditor Party from the Borrower, as between the Borrower and the Recovering Creditor Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower. 28.4 Reversal of redistribution If any part of the Sharing Payment received or recovered by a Recovering Creditor Party becomes repayable and is repaid by that Recovering Creditor Party, then: (a) each Sharing Creditor Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Creditor Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Creditor Party for its proportion of any interest on the Sharing Payment which that Recovering Creditor Party is required to pay) (the "Redistributed Amount"); and (b) as between the Borrower and each relevant Sharing Creditor Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower. 28.5 Exceptions (a) This Clause 28 (Sharing among the Creditor Parties) shall not apply to the extent that the Recovering Creditor Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower. (b) A Recovering Creditor Party is not obliged to share with any other Creditor Party any amount which the Recovering Creditor Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Creditor Party of the legal or arbitration proceedings; and (ii) that other Creditor Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. 29 INCREASED COSTS 29.1 Increased costs (a) Subject to Clause 29.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Creditor Party the amount of any Increased Costs incurred by that Creditor Party or any of its Affiliates as a result of: (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

 
111 EUROPE/72894735v11 (ii) compliance with any law or regulation made, in each case after the date of this Agreement; or (iii) the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV. (b) In this Agreement: (i) "Basel III" means: (A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (B) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III". (ii) "CRD IV" means: (A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012 as amended by Regulation (EU) 2019/876; (B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC as amended by Regulation (EU) 2019/876; and (C) any other law or regulation which implements Basel III. (iii) "Increased Costs" means: (A) a reduction in the rate of return from a Facility or on a Creditor Party's (or its Affiliate's) overall capital; (B) an additional or increased cost; or (C) a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Creditor Party or any of its Affiliates to the extent that it is attributable to that Creditor Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

 
112 EUROPE/72894735v11 29.2 Increased cost claims (a) A Creditor Party intending to make a claim pursuant to Clause 29 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower. (b) Each Creditor Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs. 29.3 Exceptions Clause 29 (Increased Costs) does not apply to the extent any Increased Cost is: (a) attributable to a Tax Deduction required by law to be made by the Borrower; (b) attributable to a FATCA Deduction required to be made by a Party; (c) compensated for by Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) 22.2 (Grossing-up for taxes) (or would have been compensated for under Clauses 21.1 (Indemnities regarding borrowing and repayment of Loan) or Clause 22.2 (Grossing-up for taxes) but was not so compensated solely because of any of the exclusions therein applied), Clause 31.16 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office) (or would have been compensated for under Clause 31.16 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office) but was not so compensated solely because any of the exclusions in Clause 31.16 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office)applied); (d) attributable to the wilful breach by the relevant Creditor Party or its Affiliates of any law or regulation; or (e) incurred by a Swap Bank in its capacity as such. 29.4 Notification to Borrower of claim for increased costs The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 29.1 (Increased costs) and there shall then be a 60 day consultation period for the Borrower and Notifying Lender to discuss the particular increased cost and amount to be paid to the Notifying Lender. 29.5 Payment of increased costs Unless something to the contrary is agreed by the Borrower and the Notifying Lender during the 60 day consultation period referred to in 29.4 (Notification to Borrower of claim for increased costs), the Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost. 29.6 Notice of prepayment If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 29.5 (Payment of increased costs), the Borrower may give the Agent not less than 5 Business Days’ notice of its intention to prepay the Notifying Lender’s Contribution or to procure a Transferee Lender.

 
113 EUROPE/72894735v11 29.7 Prepayment; termination of Commitment A notice of prepayment under Clause 29.6 (Notice of prepayment) shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower's notice of intended prepayment; and: (a) on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and (b) on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the applicable Margin. 29.8 Application of prepayment Clause 8 (Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment. 30 SET-OFF 30.1 Application of credit balances Each Creditor Party may, at any time after the occurrence of an Event of Default which is continuing, without prior notice: (a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and (b) for that purpose: (i) break, or alter the maturity of, all or any part of a deposit of the Borrower; (ii) convert or translate all or any part of a deposit or other credit balance into Dollars; (iii) enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate. 30.2 Existing rights unaffected No Creditor Party shall be obliged to exercise any of its rights under Clause 30.1 (Application of credit balances); and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document). 30.3 Sums deemed due to a Lender For the purposes of this Clause 30 (Set-Off), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender. 30.4 No Security Interest This Clause 30 (Set-Off) gives the Creditor Parties a contractual right of set-off only and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.

 
114 EUROPE/72894735v11 31 TRANSFERS AND CHANGES IN LENDING OFFICES 31.1 Transfer by Borrower The Borrower may not, without the consent of the Agent given on the instructions of all the Lenders, transfer any of its rights, liabilities or obligations under any Finance Document. 31.2 Transfer by a Lender (a) Subject to Clause 31.4 (Effective Date of Transfer Certificate) and without prejudice to any requirement for the consent of K-sure under the terms of the K-sure Insurance Policy, a Lender (the "Transferor Lender") may, at its own cost with the prior written consent of the Borrower (not to be unreasonably withheld or delayed) or without the consent of the Borrower if (A) an Event of Default has occurred and is continuing, (B) to an Affiliate of the Lender, a Related Fund, K-sure or another Lender or (C) to an Approved Lender, cause: (i) its rights in respect of all or pro rata parts of its Contribution; or (ii) its obligations in respect of all or pro rata parts of its Commitment; or (iii) a combination of (i) and (ii); to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a "Transferee Lender") by delivering to the Agent a completed certificate in the form set out in Schedule 4 (Transfer Certificate) with any modifications approved or required by the Agent (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the consent of the Borrower or the Agent and the fee referred to in Clause 31.11 (Registration fee) shall not apply in relation to any such transfer. Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions: (A) the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $10,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise; (B) where no Potential Event of Default has occurred and is continuing or Event of Default has occurred and is continuing, the Agent shall approve the transfer (such approval not to be unreasonably withheld); (C) payment of the fee in accordance with Clause 31.11 (Registration fee); and (D) in the case of a Lender's Contribution or Commitment in respect of any K-sure Tranche, the Transferor Lender has received the prior written consent of the K-sure Agent (acting on the instructions of K-sure and not to be unreasonably withheld or delayed). (b) For the purposes of this Clause 31.2 (Transfer by a Lender), the Borrower will be deemed to have given its consent ten Business Days after the Transferor Lender has requested it in writing unless consent is expressly refused by the Borrower within that time.

 
115 EUROPE/72894735v11 31.3 Transfer Certificate, delivery and notification As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective): (a) sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee and each of the other Lenders and each of the Swap Banks; (b) on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it; (c) send to the Transferee Lender copies of the letters or faxes sent under paragraph (b). 31.4 Effective Date of Transfer Certificate A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that (i) it is signed by the Agent under Clause 31.3 (Transfer Certificate, delivery and notification) on or before that date and (ii) the Agent has been provided with all information and documentation they requested in order to carry out and be satisfied with all necessary "know your customer" or other similar checks. 31.5 No transfer without Transfer Certificate No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate. 31.6 Lender re-organisation; waiver of Transfer Certificate However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the "successor"), the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender. 31.7 Effect of Transfer Certificate A Transfer Certificate takes effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender; (b) the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Lender becomes a Lender with a Contribution and Commitment of the amounts specified in the Transfer Certificate; (d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;

 
116 EUROPE/72894735v11 (e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the Transferor Lender's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed; (f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.5 (Market disruption) and Clause 20 (Fees, Expenses), and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and (g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount. The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim. 31.8 Maintenance of register of Lenders During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 31.4 (Effective Date of Transfer Certificate)) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days prior notice. 31.9 Reliance on register of Lenders The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents. 31.10 Authorisation of Agent to sign Transfer Certificates The Borrower, the Security Trustee, each Lender and each Swap Bank irrevocably authorise the Agent to sign Transfer Certificates on its behalf. 31.11 Registration fee In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $5,000 from the Transferor Lender or (at the Agent's option) the Transferee Lender. 31.12 Sub-participation; subrogation assignment (a) A Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, any Security Party, the Agent or the Security Trustee and (where an Event of Default has occurred and is continuing) the Borrower. Where no Event of Default has occurred and is continuing the Borrower's consent to such sub-participation shall be required, such consent not to be unreasonably withheld or delayed.

 
117 EUROPE/72894735v11 (b) The Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them. 31.13 Change of lending office A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of: (a) the date on which the Agent receives the notice; and (b) the date, if any, specified in the notice as the date on which the change will come into effect. 31.14 Notification On receiving such a notice, the Agent shall notify the Borrower, each other Security Party and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice. 31.15 Security over Lenders' rights In addition to the other rights provided to Lenders under this Clause 31 (Transfers and Changes in Lending Offices), each Lender may without consulting with or obtaining consent from the Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation: (a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and (b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities; except that no such charge, assignment or Security Interest shall: (i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or (ii) require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents. 31.16 Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office If: (a) a Lender assigns or transfers any rights or obligations under the Finance Documents pursuant to Clause 31.2 (Transfer by a Lender) other than to K-sure or changes its lending office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs the Borrower would be obliged to make a payment to the Transferee Lender or Lender acting through its new lending office under Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) in respect of any tax, Clause 22 (No Set-Off or Tax Deduction) or Clause 29 (Increased Costs),

 
118 EUROPE/72894735v11 then the Transferee Lender or the Lender acting through its new lending office is only entitled to receive payment under those Clauses to the same extent as the Transferor Lender or the Lender acting through its previous lending office would have been if the assignment, transfer or change had not occurred. 31.17 Replacement of Lender by Borrower The Borrower may, at any time unless a Potential Event of Default or Event of Default has occurred and is continuing in respect of: (a) a Lender whose costs of funds charged to the Borrower are (in the Borrower's reasonable opinion) materially higher than those of the other Lenders generally; (b) a Lender which is a Defaulting Lender; or (c) a Lender which is a Non-Consenting Lender, by giving 10 Business Days' notice to the Agent and that Lender (the "Outgoing Lender") replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 31 (Transfers and Changes in Lending Offices) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a "Replacement Lender") selected by the Borrower and (x) (unless the Agent is an Impaired Agent) which is acceptable to the Agent (acting reasonably) and (y) which is acceptable to K-sure for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents. Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions: (i) neither the Agent nor the Outgoing Lender will have any obligation to the Borrower to find a Replacement Lender; (ii) the transfer must take place no later than 10 Business Days after the Borrower's notice referred to above; (iii) in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents; and (iv) the Outgoing Lender shall only be obliged to transfer its rights and obligations under this Clause once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer and the Outgoing Lender shall perform the checks described in this paragraph (iv) above as soon as reasonably practicable following delivery of a notice referred to in this Clause and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. 31.18 Transfers to K-sure (a) If a K-sure Lender receives a payment from K-sure under the K-sure Insurance Policy in respect of its participation in the Loan, then, to the extent that it is required to do so by K-sure pursuant to the terms of the K-sure Insurance Policy, that K-sure Lender shall, at the cost of the Borrower and without any requirement for the consent of the Borrower, transfer to K- sure (in accordance with, and subject to, Clause 31 (Transfers and Changes in Lending Offices)) a part of its participation in the Loan equal to the amount paid to it by K-sure.

 
119 EUROPE/72894735v11 (b) A transfer pursuant to paragraph (a) above shall not limit the rights of the relevant K-sure Lender to recover any remaining part of its participation in the Loan or any other moneys owing to it under this Agreement or any other Finance Documents. (c) If K-sure makes any payment to a K-sure Lender under the K-sure Insurance Policy then, subject to the terms of the K-sure Insurance Policy, the following shall apply: (i) the obligations and liabilities of the Borrower under this Agreement and each of the other Finance Documents shall not be reduced, discharged nor affected in any way; (ii) K-sure shall be subrogated to the rights of that K-sure Lender against the Borrower under this Agreement and each of the other Finance Documents; (iii) that K-sure Lender agrees that upon payment by K-sure of all amounts due under the K-sure Insurance Policy, the relevant K-sure Lender shall assign to K-sure, upon K- sure's request, its rights to recover against the Borrower under this Agreement and each of the other Finance Documents and until the assignment referred to in this subparagraph (iii), the relevant K-sure Lender shall hold on trust for K-sure any payments made under this Agreement and each of the other Finance Documents and pay or transfer them to K-sure in accordance with that K-sure Insurance Policy; (iv) K-sure shall be entitled to the extent of such payment to exercise the rights of that K- sure Lender against the Borrower under this Agreement and each of the other Finance Documents or any relevant laws and/or regulations unless and until such payment and the interest accrued on it are fully reimbursed to K-sure; and (v) with respect to the obligations and liabilities of the Borrower owed to that K-sure Lender under the Finance Documents (or any of them), such obligations and liabilities shall additionally be owed to K-sure by way of subrogation of the rights of that Lender. (d) The Borrower shall indemnify K-sure in respect of any costs or expenses (including legal fees) suffered or incurred by K-sure in connection with any transfer referred to in paragraph (a) above. 32 CONFIDENTIAL INFORMATION 32.1 Confidentiality Each Creditor Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 32.2 (Disclosure of Confidential Information), Clause 32.3 (Further Disclosure) and Clause 32.4 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 32.2 Disclosure of Confidential Information Any Creditor Party may disclose: (a) to any of its branches, representative offices, Affiliates, Related Funds and, on a need to know basis, third parties selected by that Creditor Party or any of the foregoing and any of its or their officers, directors, employees, professional advisers, (credit) insurers, reinsurers, (re- )insurance brokers, rating agencies, service providers, indirect providers of credit protection, auditors, partners and Representatives (each such person and Creditor Party, a “Recipient”) and each Recipient may disclose such Confidential Information between each other as that Recipient shall consider appropriate (including, without limitation, in connection with the provision of any services hereunder and for data processing, statistical and risk analysis purposes) if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such

 
120 EUROPE/72894735v11 Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; (b) to any person: (i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Trustee and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (iii) appointed by any Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 24.15 (Relationship with the other Creditor Parties); (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above; (v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, quasi-government, administrative, banking, taxation or other regulatory authority or supervisory body or similar body or authority, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; (vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes; (vii) to whom or for whose benefit that Creditor Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 31.15 (Security over Lenders' rights); (viii) who is a Party, a member of the Group or any related entity of the Borrower; (ix) as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or (x) with the consent of the Borrower; in each case, such Confidential Information as that Creditor Party shall consider appropriate if: (A) in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is

 
121 EUROPE/72894735v11 subject to professional obligations to maintain the confidentiality of the Confidential Information; (B) in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; (C) in relation to sub-paragraphs (v) , (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Creditor Party, it is not practicable so to do in the circumstances; (c) to any person appointed by that Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Creditor Party. 32.3 Further Disclosure This Clause 32.3 (Further Disclosure) is not, and shall not be deemed to constitute, an express or implied agreement by a Creditor Party for a higher degree of confidentiality than that prescribed in any applicable law or regulation. 32.4 Disclosure to numbering service providers (a) Any Creditor Party may disclose to any national or international numbering service provider appointed by that Creditor Party to provide identification numbering services in respect of this Agreement, the Loan and/or the Borrower the following information: (i) name of Borrower; (ii) country of domicile of Borrower; (iii) place of incorporation of Borrower; (iv) date of this Agreement; (v) Clause 38 (Law and Jurisdiction); (vi) the names of the Agent and the Mandated Lead Arrangers; (vii) date of each amendment and restatement of this Agreement; (viii) amounts of, and names of, the relevant Loan; (ix) amount of Total Commitments;

 
122 EUROPE/72894735v11 (x) currency of the relevant Loan; (xi) type of the relevant Loan; (xii) ranking of the relevant Loan; (xiii) Maturity Date(s) for the Loan; (xiv) changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xiii) above; and (xv) such other information agreed between such Creditor Party and the Borrower, to enable such numbering service provider to provide its usual syndicated loan numbering identification services. (b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider. (c) The Borrower represents that none of the information set out in sub-paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information. 32.5 Use of logo and/or trademark The Agent and/or the Mandated Lead Arrangers and/or K-sure have the right, at their expense, to publish information regarding their participation in this Agreement and have the right to use the Borrower’s logo and trademark with the prior written consent of the Borrower (not to be unreasonably withheld) in connection with such publication. 32.6 DAC6 Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU. 32.7 Entire agreement This Clause 32 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Creditor Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information. 32.8 Inside information Each of the Creditor Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Creditor Parties undertakes not to use any Confidential Information for any unlawful purpose. 32.9 Notification of disclosure Each of the Creditor Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

 
123 EUROPE/72894735v11 (a) of the circumstances of any disclosure of Confidential Information made pursuant to sub- paragraph (v) of paragraph (b) of Clause 32.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 32 (Confidential Information). 32.10 Continuing obligations The obligations in this Clause 32 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of: (a) the date on which all amounts payable by the Borrower under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and (b) the date on which such Creditor Party otherwise ceases to be a Creditor Party. 32.11 Singapore Personal Date Protection Act For the purposes of the Personal Data Protection Act (2012) of Singapore, the Borrower acknowledges that it has read and understood the Customer Circular relating to the Personal Data Protection Act (for Corporate and Institutional Customers) (“Privacy Circular”), which is available at www.citibank.com.sg/icg/pdpacircular or upon request, and which explains the purposes for which the Lender may collect, use, disclose and process (collectively, “process”) personal data of natural persons. The Borrower warrants that to the extent required by applicable law or regulation, it has provided notice to and obtained consent from relevant natural persons to allow the Lender to process its personal data as described in the Privacy Circular as may be updated from time to time, prior to disclosure of such personal data to the Lender. The Borrower further warrants that any such consent has been granted by these natural persons 33 CONFIDENTIALITY OF FUNDING RATES 33.1 Confidentiality and disclosure (a) The Agent and the Borrower agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below. (b) The Agent may disclose: (i) any Funding Rate to the Borrower pursuant to Clause 5.3 (Notification of rates of interest)); and (ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender. (c) The Agent and the Borrower may disclose any Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding

 
124 EUROPE/72894735v11 Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it; (ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; (iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; and (iv) any person with the consent of the relevant Lender. 33.2 Related obligations (a) The Agent and the Borrower acknowledge that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and the Borrower undertake not to use any Funding Rate for any unlawful purpose. (b) The Agent and the Borrower agree (to the extent permitted by law and regulation) to inform the relevant Lender: (i) of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 33.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (ii) upon becoming aware that any information has been disclosed in breach of this Clause 33 (Confidentiality of Funding Rates). 34 VARIATIONS AND WAIVERS 34.1 Variations, waivers etc. by Majority Lenders Subject to Clause 34.2 (Variations, waivers etc. requiring agreement of all Lenders), a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed by the Borrower, by the Agent on behalf of the Majority Lenders, to the extent it relates to a matter defined as K-sure Approved Matter in paragraph (g) of Clause 1.5 (General Interpretation), by the K-sure Agent pursuant to the instructions of K-sure, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party. The consent of the Borrower or any Security Party shall not be required to any amendment or variation to a Finance Document if such amendment or variation does not, in the opinion of

 
125 EUROPE/72894735v11 the Agent (acting reasonably), materially and adversely affect the rights or interests of the Borrower or the Security Parties. 34.2 Variations, waivers etc. requiring agreement of all Lenders However, as regards the following, Clause 34.1 (Variations, waivers etc. by Majority Lenders) applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender": (a) a reduction in the Margin; (b) a change to the date for, the amount of, any payment of principal, interest, fees, or other sum payable under this Agreement; (c) a change to any Lender's Commitment; (d) a change to the definition of "Majority Lenders" or "Finance Documents"; (e) a change to the definitions of "Restricted Party", "Sanctions Authority", "Sanctions Laws" and the "Sanctions List"; (f) a change to the preamble or to Clause 2 (Facility), Clause 3 (Position of the Lenders and Swap Banks), Clause 4 (Drawdown), Clause 5.1 (Payment of normal interest), Clause 10.13 (No money laundering), Clause 10.14 (Anti-Corruption Laws), Clause 10.15 (Sanctions), Clause 11.17 (Conduct of business; compliance with laws), Clause 11.18 (Know your customer requirements), Clause 11.19 (Compliance with Sanctions Laws), Clause 12.11 (Notification of Sanctions), Clause 14.2 (Ship's name and registration) Clause 14.9 (Compliance with laws etc.), paragraph (b) of Clause 16.1 (Currency and method of payments), Clause 17 (Application of Receipts), Clause 18 (Application of Earnings) or Clause 38 (Law and Jurisdiction); (g) a change to this Clause 34 (Variations and Waivers); (h) any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; (i) a change to the identity of the Borrower; and (j) any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required. 34.3 Replacement of reference rates (a) Any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate; and (ii) (A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate; (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); (C) implementing market conventions applicable to that Replacement Reference Rate;

 
126 EUROPE/72894735v11 (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrower. (b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (or such longer time period in relation to any request which the Borrower and the Agent may agree) of that request being made: (i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and (ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request. (c) In this Clause 34.3 (Replacement of reference rates): "Published Rate" means: (a) SOFR; or (b) Term SOFR for any Quoted Tenor. "Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service. "Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. "Replacement Reference Rate" means a reference rate which is: (a) formally designated, nominated or recommended as the replacement for a Published Rate by: (i) the administrator of that Published Rate; or (ii) any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above;

 
127 EUROPE/72894735v11 (b) in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or (c) in the opinion of the Majority Lenders and the Borrower, an appropriate successor or alternative to a Published Rate. 34.4 Exclusion of other or implied variations Except for a document which satisfies the requirements of Clauses 34.1 (Variations, waivers etc. by Majority Lenders) and 34.2 (Variations, waivers etc. requiring agreement of all Lenders), and Clause 34.3 (Replacement of reference rates), no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising: (a) a provision of this Agreement or another Finance Document; or (b) an Event of Default; or (c) a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or (d) any right or remedy conferred by any Finance Document or by the general law; and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time. 35 BAIL-IN Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of: (a) any Bail-In Action in relation to any such liability, including (without limitation): (i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability; (ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and (iii) a cancellation of any such liability; and (b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

 
128 EUROPE/72894735v11 36 NOTICES 36.1 General Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly. 36.2 Addresses for communications A notice shall be sent: (a) to the Borrower: de Gerlachekaai 20 B-2000 Antwerp Belgium Fax No: +32 3 247 4409 Attn: Chief Financial Officer Email: financial@euronav.com (b) to a Lender: At the address below its name in Schedule 1 (Lenders and Commitments) or (as the case may require) in the relevant Transfer Certificate. (c) to a Swap Bank: At the address below its name in Schedule 1 (Lenders and Commitments and Swap Banks). (d) to the K-sure Agent 8th Floor, the Walbrook Building 25 Walbrook London EC2N 8AF Tel: 0207 621 6040 Fax No: 0207 283 6931 Attn: Ocean Industries Admin matters: Tel: 0207 621 6010 Fax No: 0207 283 6931 Email: cmoalondon @dnb.no (e) to the Hedge Coordinator ING Bank N.V. Foppinadreef 7 PO Bo 1800 NL-1000 BV Amsterdam The Netherlands Tel: + 3225571571/+3225571008 Attn: Wim de Boe/Kenzo Tomita Admin matters: Tel: + 3225571571/+3225571008 Email: wim.de.boe@ing.com/kenzo.tomita@ing.com

 
129 EUROPE/72894735v11 (f) to the Sustainability Agent Avenue Marnix 24, 1000 Brussels, Belgium Tel: + 32 2 547 3129 Attn: Jan De Jaeck, Head Sustainable Finance Belgium Email: jan.de-jaeck@ing.com Admin matters: Tel: + 32 2 547 3129 Attn: Jan De Jaeck, Head Sustainable Finance Belgium Email: jan.de-jaeck@ing.com (g) to the Agent and 8th Floor, the Walbrook Building the Security Trustee: 25 Walbrook London EC2N 8AF Tel: 0207 621 6040 Fax No: 0207 283 6931 Attn: Ocean Industries Admin matters: Tel: 0207 621 6010 Fax No: 0207 283 6931 Email: cmoalondon @dnb.no or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders, the Swap Bank and the Security Parties. 36.3 Effective date of notices Subject to Clauses 36.4 (Service outside business hours) and 36.5 (Illegible notices): (a) a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; (b) a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed. 36.4 Service outside business hours However, if under Clause 36.3 (Effective date of notices) a notice would be deemed to be served: (a) on a day which is not a business day in the place of receipt; or (b) on such a business day, but after 5 p.m. local time; the notice shall (subject to Clause 36.5 (Illegible notices) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day. 36.5 Illegible notices Clauses 36.3 (Effective date of notices) and 36.4 (Service outside business hours) do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

 
130 EUROPE/72894735v11 36.6 Valid notices A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if: (a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or (b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been. 36.7 Electronic communication Any communication to be made between the Agent and another Creditor Party or the Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent's Intralinks system), if the Agent and the relevant Creditor Party or Borrower: (a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication; (b) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and (c) notify each other of any change to their respective addresses or any other such information supplied to them. Any electronic communication made between the Agent and another Creditor Party or the Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose. All Creditor Parties confirm that they have consented to the use of the Agent’s Intralinks systems as an accepted method of communication under or in connection with the Finance Documents and agree that the Intralinks system (or another electronic collaborative website) will be the primary method of communication between the Agent and the other Creditor Parties. The Creditor Parties acknowledge that a communication via Intralinks (or such other electronic collaborative website) will be effective once the communication is posted (in a readable form) to Intralinks (or such other electronic collaborative website) by the Agent. 36.8 English language Any notice under or in connection with a Finance Document shall be in English. 36.9 Meaning of "notice" In this Clause 36 (Notices), "notice" includes any demand, consent, authorisation, approval, instruction, waiver or other communication. 37 SUPPLEMENTAL 37.1 Rights cumulative, non-exclusive The rights and remedies which the Finance Documents give to each Creditor Party are:

 
131 EUROPE/72894735v11 (a) cumulative; (b) may be exercised as often as appears expedient; and (c) shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law. 37.2 Severability of provisions If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document. 37.3 Counterparts A Finance Document may be executed in any number of counterparts. 37.4 Third Party rights (a) Subject to paragraph (b) below, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. (b) K-sure may rely on any Clause of this Agreement which expressly confers rights on it. 38 LAW AND JURISDICTION 38.1 English law This Agreement (other than Clause 3.5 (Security Trustee as joint and several creditor) and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law. Clause 3.5 (Security Trustee as joint and several creditor) shall be governed by, and construed in accordance with, Belgian law. 38.2 Exclusive English jurisdiction Subject to Clause 38.3 (Choice of forum for the exclusive benefit of the Creditor Parties), the courts of England shall have exclusive jurisdiction to settle any Dispute. 38.3 Choice of forum for the exclusive benefit of the Creditor Parties (a) To the extent allowed by law, Clause 38.2 (Exclusive English jurisdiction) is for the exclusive benefit of the Creditor Parties, each of which reserves the right: (i) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and (ii) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England. (b) The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute. 38.4 Process agent The Borrower irrevocably appoints Euronav (UK) Agencies Limited at its registered office for the time being, presently at 10 Bressenden Place, 1st Floor, Verde, London, SW1E 5DH,

 
132 EUROPE/72894735v11 England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement. 38.5 Creditor Party rights unaffected Nothing in this Clause 38 (Law and Jurisdiction) shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction. 38.6 Meaning of "proceedings" In this Clause 38 (Law and Jurisdiction), "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement. This Agreement has been entered into on the date stated at the beginning of this Agreement.

 
133 EUROPE/72894735v11 SCHEDULE 1 LENDERS AND COMMITMENTS AND SWAP BANKS PART A COMMERCIAL LENDERS Lender Lending Office Commercial Lender Commitment DNB (UK) Limited 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF Credit Matters Tel: 0207 621 6010 Telefax: 0207 283 6931 Attn: Ocean Industries Admin Matters Tel: 0207 621 6040 Telefax: 0207 283 5935 E-mail: cmoalondon@dnb.no $15,543,615.50 ING Bank, a branch of ING-DiBa AG Hamburger Allee 1, 60486 Frankfurt am Main Credit Matters Tel: +49 (69) 27222 62-360/-350 Attn: Bart Doets, Harmony El Kherdali Email: bart.doets@ing.de / harmony.elkherdali@ing.de Operations / Administration: Tel: +49 (69) 27226 -2551/-6869/-2235/-2312/-2361/-2313 Attn: Deal Execution Email: execution@ing.com $15,543,615.50 Citibank N.A., Jersey Branch PO Box 728, 38 Esplanade, St Helier, Jersey, JE4 8ZT ADMINISTRATIVE DETAILS: Contact details for Operational / Servicing matters Name: Loans Processing Unit, Citibank Europe Plc, Poland Branch Address: Prosta 36 Street, 00-838 Warsaw, Poland Tel: Ewelina Sobczuk +48 (22) 148 2556 Justyna Jaworska +48 (22) 148 1394 Juliusz Stefanski +48 (22) 148 1391 Kamil Glazewski +48 (22) 148 1016 Aleksandra Bochniak +48 (22) 148 2643 lurii Protsyk +48 (22) 148 1422 $7,000,000

 
134 EUROPE/72894735v11 Lender Lending Office Commercial Lender Commitment Magdalena Buszko +48 (22) 148 1393 Aleksander Olewniczak +48 (22) 148 2794 Caroline Ojuri +48 (22) 148 1381 Email address for syndicated loan notices: notices.webranchesloans@citi.com Email address for syndicated loan inquiries: westerneuropeloans@citi.com Email address for loan related fee inquries: citiloanfees@citi.com Point of escalation Juliusz Stefahski Team Manager +48 (22) 148 1391

 
135 EUROPE/72894735v11 PART B K-SURE LENDERS Lender Lending Office K-sure Lender Commitment DNB (UK) Limited 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF Credit Matters Tel: 0207 621 6010 Telefax: 0207 283 6931 Attn: Shipping Offshore and Logistics Admin Matters Tel: 0207 621 6040 Telefax: 0207 283 5935 E-mail: cmoalondon@dnb.no $62,174,462 ING Bank, a branch of ING-DiBa AG Hamburger Allee 1, 60486 Frankfurt am Main Credit Matters Tel: +49 (69) 27222 62-360/-350 Attn: Bart Doets, Harmony El Kherdali Email: bart.doets@ing.de / harmony.elkherdali@ing.de Operations / Administration: Tel: +49 (69) 27226 -2551/-6869/-2235/-2312/-2361/-2313 Attn: Deal Execution Email: execution@ing.com $62,174,462 Citibank N.A., Singapore Branch 5 Changi Business Park Crescent #05, Singapore 486027 Name: Vera Wan (RM) GSG RA team, Loan Operatons Email: vera.xh.wan@citicom $28,000,000

 
136 EUROPE/72894735v11 PART C SWAP BANKS Swap Bank Booking Office ING Bank N.V. Foppingadreef 7 P.O. Box 1800 NL-1000 BV Amsterdam The Netherlands Attn: Operations / Derivatives / TRC 00.13 Tel: +31 20 563 8222 Fax: +31 20 501 3381 Email: Trade.Processing.Derivatives.AMS@INGBank.com DNB Bank ASA 8th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF, England Tel : +44 207 621 1111 Swift: DNBA GB2LL Attention: Foreign Exchange Operations (only with respect to transactions through that office) Email: cmoalondon@dnb.no

 
137 EUROPE/72894735v11 SCHEDULE 2 DRAWDOWN NOTICE To: DNB Bank ASA, London Branch 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF Attn: Loans Administration [⚫] DRAWDOWN NOTICE 1 We refer to the loan agreement (the "Loan Agreement") dated [⚫] 2023 and made between ourselves, as Borrower, the Lenders referred to therein, the Swap Banks referred to therein, the Mandated Lead Arrangers, Co-Bookrunners and the ECA Coordinator referred to therein, the Agent, Security Trustee and the K-sure Agent in connection with a term loan facility of US$190,436,155. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice. 2 We request to borrow the Tranche in respect of [Ship A][Ship B][Ship C][Ship D] as follows: (a) Amount: US$[⚫]; (b) Drawdown Date: [⚫]; (c) Duration of the [first] Interest Period shall be [⚫] months; (d) Payment instructions: account of [⚫] and numbered [⚫] with [⚫] of [⚫]. 3 We represent and warrant that: (a) the representations and warranties in Clause 10 (Representations and Warranties) of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing; (b) no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Advance. 4 This notice cannot be revoked without the prior consent of the Majority Lenders. [Name of Signatory] ______________________________ for and on behalf of EURONAV NV

 
138 EUROPE/72894735v11 SCHEDULE 3 CONDITION PRECEDENT DOCUMENTS PART A The following are the documents and fees referred to in paragraph (a) of Clause 9.1 (Documents, fees and no default). 1 A duly executed original of this Agreement. 2 Copies of the certificate of incorporation and constitutional documents of the Borrower and each Security Party. 3 In each case if required for the provisions of the legal opinions referred to in paragraph 9, copies of the resolutions of the directors of the Borrower and each Security Party authorising the execution of each of the Finance Documents to which the Borrower or Security Party (as the case may be) is a party. 4 The original of any power of attorney under which any Finance Document is to be executed on behalf of the Borrower or Security Party. 5 Copies of all consents which the Borrower or Security Party requires to enter into, or make any payment under any Finance Document or any Shipbuilding Contract. 6 Documentary evidence that the agent for service of process named in Clause 38 (Law and Jurisdiction) has accepted its appointment. 7 The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements. 8 Evidence that all other fees, costs and expenses then due from the Borrower pursuant to Clause 20 (Fees, Expenses and K-sure Premium) have been paid or will be paid by the date of this Agreement. 9 Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and such other relevant jurisdictions as the Agent may require. 10 Copies of the most recent financial statements of the Borrower together with a compliance certificate. 11 A copy of any other authorisation or other document, opinion or assurance which the Agent or K-Sure considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement. 12 A copy of the Shipbuilding Contract and all documents signed or issued by the Borrower or the Builder (or both of them) under or in connection with any of them. 13 A copy of any Master Agreement.

 
139 EUROPE/72894735v11 PART B The following are the documents referred to in paragraph (b) of Clause 9.1 (Documents, fees and no default). The "Ship" means the Ship to which the Tranche relates. 1 In respect of the documents delivered by the Borrower to the Agent pursuant to Part A of this Schedule 3 (Condition Precedent Documents), such other updating documents as the Agent may require (including but not limited to a written confirmation from the Borrower stating that none of the documents delivered by it to the Agent under Part A of this Schedule 3 (Condition Precedent Documents) have been modified, amended or supplemented, or if any such document has been revoked, attaching a certified copy of any document replacing the one that has been revoked). 2 A duly executed original of the Mortgage, the Deed of Covenant (if applicable) and the General Assignment in relation to the Ship executed on or prior to the relevant Drawdown Date (and of each document required to be delivered by their respective terms). 3 A duly executed original of the Account Pledge (and of each document required to be delivered by its terms). 4 If any Master Agreement has been executed, duly executed original of the Master Agreement Assignment (and of each document required to be delivered by its terms). 5 Written confirmation from the Borrower stating that no Long Term Charter has been entered into by it in respect of the Ship. 6 In each case if required for the provisions of the legal opinions referred to in paragraph 15, copies of the resolutions of the directors of the Borrower authorising the execution of each of the Finance Documents to which the Borrower is a party. 7 The original of any power of attorney under which any Finance Document is to be executed on behalf of the Borrower. 8 The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Account. 9 Documentary evidence that the agent for service of process named in each of the General Assignment and Account Pledge has accepted its appointment. 10 The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all further necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements or requested pursuant to Clause 22.8 (FACTA information). 11 In respect of the first Drawdown Date, evidence that the K-sure Premium has been paid or will be paid by the first Drawdown Date. 12 Documentary evidence that the Ship: (a) is definitively and permanently registered in the name of the Borrower under the relevant Approved Flag; (b) is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

 
140 EUROPE/72894735v11 (c) maintains class acceptable to the Agent free of all overdue recommendations and conditions of an Approved Classification Society; (d) the Mortgage in relation to it has been duly registered against that Ship as valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and (e) it is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with. 13 Documents establishing that the Ship will, as from the relevant Drawdown Date, be managed by the Approved Manager on terms acceptable to the Lenders, together with: (a) the Manager's Undertaking in respect of the Ship; and (b) copies of the relevant Approved Manager's Document of Compliance and of that Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC. 14 Valuations of each Ship to determine its Fair Market Value, addressed to the Agent, stated to be for the purposes of this Agreement and dated not earlier than the date falling 30 days prior to the date of this Agreement and obtained in accordance with Clause 15 (Security Cover) and showing that the aggregate Fair Market Value of the Ships is equal to or greater than 125 per cent. of the Total Commitments. 15 A copy of the duly executed K-sure Insurance Policy on terms satisfactory to the K-sure Agent and all the Lenders, together with an English translation (such translation to be provided at the cost of the Borrower). 16 Confirmation from K-sure addressed to the K-sure Agent that the K-sure Premium has been paid in full. 17 Evidence that all other fees, costs and expenses then due from the Borrower pursuant to Clause 20 (Fees, Expenses and K-sure Premium) have been paid or will be paid by the relevant Drawdown Date. 18 A letter addressed to K-sure from Yulchon LLC, legal advisers to K-sure confirming that the terms of the Finance Documents are not, or will not upon execution be, inconsistent or in conflict with the provisions of the K-sure Insurance Policy. 19 A legal opinion of Lee & Ko, legal advisers to the K-sure Agent and the Lenders in Korea, substantially in the form distributed to the K-sure Agent and the Lenders before signing this Agreement and confirming, amongst other things, that the K-sure Insurance Policy has been duly issued by K-sure and that it is legal, valid and binding on K-sure. 20 Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and, if a different jurisdiction, the country where the Borrower is incorporated and the country where the Ship is registered and such other relevant jurisdictions as the Agent may require. 21 A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require. 22 If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent. 23 To the extent still relevant, a legal statement issued by the Borrower’s US counsel Seward & Kissel providing an update in the status of the Oceania Investigation by reference to the Initial

 
141 EUROPE/72894735v11 S&K Memo and should that statement show any change to the status of the Oceania Investigation from that described in the Initial S&K Memo, and the Agent should then so require, a further statement from the US Department of Justice similar to the Initial DOJ Statement as to the then current status of its investigation. 24 A copy of any other authorisation or other document, opinion or assurance which the Agent or K-Sure considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement.

 
142 EUROPE/72894735v11 SCHEDULE 4 TRANSFER CERTIFICATE The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively. To: [Name of Agent] for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee, each Lender, each Swap Bank and each Arranger, as defined in the Loan Agreement referred to below. 1 This Certificate relates to a loan agreement (the "Loan Agreement") dated [⚫] 2023 and made between (1) Euronav NV (the "Borrower"), (2) the banks and financial institutions named therein as Lenders, (3) the banks and financial institutions named therein as Swap Banks, (4) the Mandated Lead Arrangers as defined therein, (5) the Co-Bookrunners as defined therein, (6) the Sustainability Coordinators as defined therein, (7) the ECA Coordinators as defined therein, (8) the Hedge Coordinator as defined therein, (9) ING Bank, a branch of ING DiBa AG as Sustainability Agent, (10) DNB Bank ASA, London Branch as ECA Coordinator, (11) DNB Bank ASA, London Branch as Agent and Security Trustee and (12) DNB Bank ASA, London Branch as K-sure Agent for a term loan facility of up to US$190,436,155. 2 In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and: "Relevant Parties" means the Agent, the Borrower, each Security Party, the Security Trustee, each Arranger, each Lender and each Swap Bank; "Transferor" means [full name] of [lending office]; and "Transferee" means [full name] of [lending office]. 3 The effective date of this Certificate is [⚫] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date. 4 The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation to [⚫] per cent. of its Contribution, which percentage represent $[⚫]. 5 By virtue of this Transfer Certificate and Clause 31 (Transfers and Changes in Lending Offices) of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amount to $[⚫] [from [⚫] per cent. of its Commitment, which percentage represent $[⚫]], and the Transferee acquires a Commitment of $[⚫]. 6 The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 31 (Transfers and Changes in Lending Offices) of the Loan Agreement provides will become binding on it upon this Certificate taking effect. 7 The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 31 (Transfers and Changes in Lending Offices) of the Loan Agreement. 8 The Transferor: (a) warrants to the Transferee and each Relevant Party that:

 
143 EUROPE/72894735v11 (i) the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and (ii) this Certificate is valid and binding as regards the Transferor; (b) warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and (c) undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose. 9 The Transferee: (a) confirms that it has received a copy of the Loan Agreement and each other Finance Document; (b) agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that: (i) any of the Finance Documents prove to be invalid or ineffective, (ii) the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents; (iii) it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or Security Party under the Finance Documents; (c) agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that this Certificate proves to be invalid or ineffective; (d) warrants to the Transferor and each Relevant Party that: (i) it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and (ii) this Certificate is valid and binding as regards the Transferee; and (e) confirms the accuracy of the administrative details set out below regarding the Transferee. 10 The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's or the Security Trustee's own officers or employees. 11 The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 9.3 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded by it.

 
144 EUROPE/72894735v11 12 The Transferee confirms to the Transferor and each of the Creditor Parties that it: (a) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in the Loan and has not relied exclusively on any information provided to it by the Transferor or any other Creditor Party in connection with any Finance Document or the Security Interests created by the Finance Documents; and (b) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities throughout the Security Period. 13 The Transferor makes no representation or warranty and assumes no responsibility to the Transferee for the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document and any representations or warranties implied by law are excluded. [Name of Transferor] [Name of Transferee] By: By: Date: Date: Agent Signed for itself and for and on behalf of itself as Agent and for every other Relevant Party [Name of Agent] By: Date:

 
145 EUROPE/72894735v11 Administrative Details of Transferee Name of Transferee: Lending Office: Contact Person (Loan Administration Department): Telephone: Telex: Fax: Contact Person (Credit Administration Department): Telephone: Telex: Fax: Account for payments: Note: This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

 
146 EUROPE/72894735v11 SCHEDULE 5 DETAILS OF SHIPS Hull No. To be named Type DWT Contractual delivery date Shipyard Expected Flag 8134 CLOVIS Very Large Crude Carrier 299,158 30 June 2023 Hyundai Samho Heavy Industries Belgian 8135 BRUGGE Suezmax 156,851 21 August 2023 Hyundai Samho Heavy Industries Belgian 8136 BREST Suezmax 156,851 31 January 2024 Hyundai Samho Heavy Industries Greek 8137 BRISTOL Suezmax 156,851 14 February 2024 Hyundai Samho Heavy Industries Greek

 
EUROPE/72894735v11 SCHEDULE 6 FORM OF CERTIFICATE OF COMPLIANCE To: DNB Bank ASA, London Branch [⚫] From: Euronav NV [Date] OFFICER'S CERTIFICATE This Certificate is rendered pursuant to paragraph (e) of clause 11.5 (Provision of financial statements) of the loan agreement dated [⚫] 2023 (the "Loan Agreement") and entered into between (i) Euronav NV, as Borrower (ii) the banks and financial institutions listed in Schedule 1 therein as Lenders, (iii) the Mandated Lead Arrangers as referred to therein, (iv) the Co-Bookrunners as referred to therein, (v) the ECA Coordinator as referred to therein, (vi) DNB Bank ASA, London Branch as Agent and Security Trustee and (vii) DNB Bank ASA, London Branch as K-sure Agent, relating to a term loan facility of up to US$190,436,155. Words and expressions defined in the Loan Agreement shall have the same meanings when used herein. I, the Chief Financial Officer of the Borrower, hereby certify that: 1 Attached to this Certificate are: (a) the latest [audited consolidated accounts of the Group and audited individual accounts of the Borrower for the financial year ending on [●]] [unaudited consolidated balance sheet of the Group and the unaudited individual balance sheet of the Borrower in relation to the [first] [second] six months of the financial year ending on [●]] (the "Accounts"); and (b) the latest Sustainability Report in respect of the Borrower (in the form set out in the Borrower's latest annual report); 2 The Borrower: (a) represents and warrants that: (i) the number of Qualifying Green Projects completed in [●] was [●] [and the number of Qualifying Green Projects completed in the years 2023 to 202[●] (inclusive) was [●]]; and (ii) the Borrower has [met][not met] the target Green Projects KPI; and (b) represents and warrants that: (i) the annual GB provided for free to each seafarer in [●] was [●]; (ii) the cost for each additional MB was $[●] / MB; and (iii) the Borrower has [met][not met] the target Connectivity KPI. 3 Set out below are the respective amounts, in US Dollars, of the Cash, Consolidated Current Assets, Consolidated Current Liabilities, Free Liquid Assets, Stockholders' Equity, Total Assets and Total Indebtedness of the Group as at [⚫]:

 
148 EUROPE/72894735v11 US Dollars Cash [⚫] Consolidated Current Assets [⚫] Consolidated Current Liabilities [⚫] Free Liquid Assets [⚫] Stockholders' Equity [⚫] Total Assets [⚫] Total Indebtedness [⚫] 4 Accordingly, as at the date of this Certificate the financial covenants set out in Clause 12.5 (Financial Covenants) of the Loan Agreement [are] [are not] complied with, in that as at [⚫]: (a) Consolidated Working Capital is US$[⚫]; (b) Free Liquid Assets are US$[⚫]; (c) Cash is US$[⚫]; and (d) the ratio of Stockholders' Equity to Total Assets is [⚫] per cent.; [or, as the case may be, specify in what respect any of the financial covenants are not complied with.] 5 The weighted average Annual Efficiency Ratio in respect of the Group's ocean-going fleet (but excluding vessels that are undergoing extended storage or ship-to-ship operations) is: (a) in respect of Suezmax vessels, [●]; and (b) in respect of VLCC 200000-+ vessels, [●], and accordingly, as at the date of this Certificate the Borrower is [not] meeting the target AER Trajectory Values. 6 As at [⚫] no Event of Default has occurred and is continuing. [or, specify/identify any Event of Default] The Borrower is in compliance with clause 15.1 (Minimum required security cover) of the Loan Agreement. [If not, specify this and what is proposed as regards Clause 15.2 (Provision of additional security prepayment)] The Fair Market Value of the Ships which are subject to a Mortgage is as follows as at [date]: Name of Ship Name of first shipbroker providing valuation Name of second shipbroker providing valuation Average market value [⚫] [⚫] [⚫] [⚫]

 
149 EUROPE/72894735v11 …………………………..…………………… Chief Financial Officer EURONAV NV Note: Supporting Schedules to be attached.

 
150 EUROPE/72894735v11 SCHEDULE 7 DESIGNATION NOTICE To: DNB Bank ASA, London Branch [⚫] [date] Dear Sirs Loan agreement dated [] 2023 and made between, amongst others, (1) Euronav NV (the "Borrower"), (2) the banks and financial institutions named therein as Lenders, (3) the banks and financial institutions named therein as Swap Banks, (4) the Mandated Lead Arrangers as defined therein, (5) the Co-Bookrunners as defined therein, (6) the Sustainability Coordinators as defined therein, (7) the ECA Coordinators as defined therein, (8) the Hedge Coordinator as defined therein, (9) ING Bank, a branch of ING DiBa AG as Sustainability Agent, (10) DNB Bank ASA, London Branch as ECA Coordinator, (11) DNB Bank ASA, London Branch as Agent and Security Trustee and (12) DNB Bank ASA, London Branch as K-sure Agent in relation to a term loan facility of up to $190,436,155 (the "Loan Agreement") We refer to: 1 the Loan Agreement; 2 the Master Agreement dated as of [] made between [] [and []]; and 3 a Confirmation delivered pursuant to the said Master Agreement dated [] and addressed by [] to []. In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a "Designated Transaction" for the purposes of the Loan Agreement and the Finance Documents. Yours faithfully ................................................. ................................................. for and on behalf of for and on behalf of [] [SWAP BANK]

 
151 EUROPE/72894735v11 SCHEDULE 8 TIMETABLES Reference Rate is fixed Quotation Day

 
152 EUROPE/72894735v11 SCHEDULE 9 QUALIFYING GREEN PROJECTS 1 Application of premium hull coatings which are high quality biocidal or foul release systems, or a combination of both which are installed on the vertical bottom of ocean going ships with the intention of prolonging the fouling free period and minimizing hull roughness generating a significant fuel saving potential. 2 Installation of Wartsila fuel efficiency boost, being an upgrade enabling the fuel costs of two- stroke engines to be reduced considerably while complying with exhaust emission regulations and comprising a well balanced combination of an increased compression ratio and modified injector nozzles combined with optimized engine tuning parameters allowing significant fuel savings without significantly increasing the NOx emissions. 3 Installation of variable frequency drive ("VFD") installations on seawater cooling pumps. Instead of a start/stop function on a seawater pump, a VFD installation allows control of the speed of the pump by varying the frequency supplied to the pump motor. By reducing the speed of the pump to the required cooling capacity the power demand is also reduced. 4 Installation of VFD installations on engine room fans. A VLCC / Suezmax tanker's engine room is typically fitted with 4 large air fans. The purpose of the fans is to over pressurize the engine room and to supply air to the main engine. The air demand of the main engine varies with the speed of the vessel. A VFD installation allows control of the speed of the fan. By reducing the speed of the fan to the required air supply the power demand is also reduced. 5 Installation of electrical heaters in respect of fuel lines. Heating of fuel lines is required on board seagoing vessels to maintain the viscosity as required by the engine manufacturer. Heating of fuel lines is conventionally done by steam. During sailing that steam is generated by an economizer which is taking waste heat from the main engine exhaust. During long idle periods there is no waste heat and steam needs to be generated for heating the fuel lines. If, during idle periods, the fuel lines are heated from a retrofit heater installation this will generate savings on fuel consumption and emissions. 6 Installation of Propeller Boss Cap Fin ("PBCF"). The PBCF is an energy-saving device attached to the propeller of a vessel. It breaks up the hub vortex generated behind the rotating propeller, resulting in a significant decrease in fuel consumption and CO2 emissions. 7 Installation of CO2 capturing systems. Such systems are under investigation to see if a carbon neutral cycle could be implemented on board a seagoing ship. 8 Any other installation where a vendor is a promoting a minimum 0.5t/day fuel saving on board a vessel.

 
153 EUROPE/72894735v11 SCHEDULE 10 APPROVED LENDERS Approved banks shall include the banks and bank groups listed below as well as all their local branches and affiliates: 1 ABN 2 Alpha Bank 3 Bank of America 4 Bank of China 5 BNP Paribas 6 CBA 7 CIT 8 Citigroup/Citibank 9 Clifford Capital 10 Crédit Agricole 11 Crédit Industriel et Commercial (CIC) 12 Danske Bank 13 DBJ 14 DBS 15 Deutsche Bank 16 DNB 17 DSF 18 Esun 19 Eurobank 20 Hamburg Commercial Bank 21 HSBC 22 ING 23 KDB 24 KFW 25 Macquarie 26 Mediterranean Bank

 
154 EUROPE/72894735v11 27 Mizuho 28 NAB 29 National Bank of Greece 30 Natixis 31 NIBC 32 Nordea 33 Nykredit 34 OCBC 35 Piraeus Bank 36 SEB 37 SMBC 38 Société Générale 39 Sparebank1 Gruppen 40 Standard Chartered 41 Swedbank 42 Unicredit

 








EXECUTION PAGES BORROWER SIGNED by for and on behalf of EURONAV NV in the presence of: ) ) ) COMMERCIAL LENDERS SIGNED by for and on behalf of DNB (UK) LIMITED in the presence of: ) ) SIGNED by for and on behalf of ING BANK, A BRANCH OF ING-DIBA AG in the presence of: ING Bank, a branch of ING-DiBa AG Hamburger Allee 1 D-60486 Frankfurt am Main SIGNED by for and on behalf of CITIBANK N.A., JERSEY BRANCH in the presence of: K-SURE LENDERS SIGNED by ) ) for and on behalf of ) DNB (UK) LIMITED ) in the presence of: ) 155 EUROPE/72894735vll

 
Peter Lemoucheux Senior Vice President

 
SIGNED by for and on behalf of ING BANK, A BRANCH OF ING-DIBA AG in the presence of: ING Bank, a branch of ING-DiBa AG Hamburger Allee 1 n-60486 Frankfurt am Mam SIGNED by ) ) for and on behalf of ) CITIBANK N.A., SINGAPORE BRANCH ) in the presence of: A t! n!t\slOfjy x eu SWAP BANKS SIGNED by for and on behalf of DNBBANK ASA in the presence of: ) ) SIGNED by for and on behalf of ING BANK N.V. in the presence of: ) ) ) ) MANDATED LEAD ARRANGERS SIGNED by ) ) for and on behalf of ) DNB (UK) LIMITED ) in the presence of: ) SIGNED by for and on behalf of ING BANK, A BRANCH OF ING-DIBA AG in the presence of: ING Bank, a branch of ING-DiBa AG Hamburger Allee 1 D-60486 Frankfurt am Mam

 
Karim Kamaruddin Assistant Vice President

 
















SIGNED by ) for and on behalf of ) CITIBANK N.A., LONDON BRANCH ) in the presence of: ) CO-BOOKRUNNERS SIGNED by ) ) for and on behalf of ) DNB (UK) LIMITED ) in the presence of: ) SIGNED by for and on behalf of ING BANK, A BRANCH OF ING-DIBA AG in the presence of: SUSTAINABILITY COORDINATORS SIGNED by for and on behalf of DNB (UK) LIMITED in the presence of: ) ) ) SIGNED by for and on behalf of ING BELGIUM NV/SA in the presence of: ) ) ) ) SUSTAINABILITY AGENT SIGNED by for and on behalf of ING BELGIUM NV/SA in the presence of: ) ) ) ) ) 157 EUROPE/72894735vll

 




















EX-4.35 6 refinancing_facilityxagr.htm EX-4.35 refinancing_facilityxagr
EXECUTION VERSION Dated November 2023 $1,290,000,000 TERM AND REVOLVING FACILITIES EURONAV NV as Borrower THE COMPANIES listed in Schedule 1 as Guarantors NORDEA BANK ABP, FILIAL I NORGE ING BANK, A BRANCH OF ING-DIBA AG KBC BANK NV DNB (UK) LIMITED SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as Mandated Lead Arrangers CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK SOCIÉTÉ GÉNÉRALE BELFIUS BANK NV/SA as Lead Arrangers NORDEA BANK ABP, FILIAL I NORGE ING BANK, A BRANCH OF ING-DIBA AG as Bookrunners NORDEA BANK ABP, FILIAL I NORGE as Global Coordinator NORDEA BANK ABP, FILIAL I NORGE as Facility Agent and NORDEA BANK ABP, FILIAL I NORGE as Security Agent 7

 
FACILITIES AGREEMENT relating to facilities of up to $1,290,000,000 comprising a revolving credit facility of up to $725,000,000, a transition term loan facility of up to $375,000,000 and newbuilding term loan facility of up to $190,000,000

 
Index Clause Page Section 1 Interpretation ........................................................................................................................... 3 1 Definitions and Interpretation .................................................................................................... 3 Section 2 The Facilities ...........................................................................................................................35 2 The Facilities ..............................................................................................................................35 3 Purpose......................................................................................................................................36 4 Conditions of Utilisation ............................................................................................................37 Section 3 Utilisation................................................................................................................................39 5 Utilisation ..................................................................................................................................39 Section 4 Repayment, Prepayment and Cancellation ............................................................................42 6 Repayment ................................................................................................................................42 7 Prepayment and Cancellation ...................................................................................................46 Section 5 Costs of Utilisation ..................................................................................................................51 8 Interest ......................................................................................................................................51 9 Interest Periods .........................................................................................................................54 10 Changes to the Calculation of Interest ......................................................................................56 11 Fees ...........................................................................................................................................57 Section 6 Additional Payment Obligations .............................................................................................59 12 Tax Gross Up and Indemnities ...................................................................................................59 13 Increased Costs .........................................................................................................................63 14 Other Indemnities .....................................................................................................................65 15 Mitigation by the Finance Parties .............................................................................................68 16 Costs and Expenses ...................................................................................................................68 Section 7 Guarantee ...............................................................................................................................70 17 Guarantee and Indemnity .........................................................................................................70 Section 8 Representations, Undertakings and Events of Default ..........................................................73 18 Representations ........................................................................................................................73 19 Information Undertakings .........................................................................................................80 20 Financial Covenants ...................................................................................................................84 21 General Undertakings ...............................................................................................................86 22 Insurance Undertakings ............................................................................................................93 23 General Ship Undertakings ........................................................................................................99 24 Anti-Boycott Regulations.........................................................................................................104 25 Security Cover .........................................................................................................................105 26 Accounts and application of Earnings .....................................................................................107 27 Events of Default .....................................................................................................................108 Section 9 Changes to Parties ................................................................................................................112 28 Changes to the Lenders and Hedge Counterparties ...............................................................112 29 Changes to the Obligors ..........................................................................................................118 Section 10 The Finance Parties .............................................................................................................119 30 The Facility Agent and the Arrangers ......................................................................................119 31 The Security Agent ..................................................................................................................130 32 Conduct of Business by the Finance Parties ............................................................................146 33 Sharing among the Finance Parties .........................................................................................147 Section 11 Administration ....................................................................................................................149 34 Payment Mechanics ................................................................................................................149 35 Set-Off .....................................................................................................................................152 36 Bail-In .......................................................................................................................................152

 
37 Notices .....................................................................................................................................153 38 Calculations and Certificates ...................................................................................................155 39 Partial Invalidity .......................................................................................................................155 40 Remedies and Waivers ............................................................................................................155 41 Entire Agreement ....................................................................................................................156 42 Settlement or Discharge Conditional ......................................................................................156 43 Irrevocable Payment ...............................................................................................................156 44 Amendments and Waivers ......................................................................................................156 45 Confidential Information .........................................................................................................160 46 Confidentiality of Funding Rates .............................................................................................164 47 Counterparts ...........................................................................................................................165 Section 12 Governing Law and Enforcement .......................................................................................166 48 Governing Law .........................................................................................................................166 49 Enforcement ............................................................................................................................166 Schedules Schedule 1 The Parties .........................................................................................................................168 Part A The Obligors ................................................................................................................. 168 Part B The Original Lenders .................................................................................................... 169 Part C The Servicing Parties .................................................................................................... 173 Schedule 2 Conditions Precedent ........................................................................................................174 Part A Conditions Precedent to Initial Utilisation Request .................................................... 174 Part B Conditions Precedent to Initial Utilisation Of Revolving Facility ................................. 176 Part C Conditions Precedent to Utilisation – Transition Facility ............................................ 178 Part D Conditions Precedent to Utilisation – Newbuild Facility ............................................. 180 Schedule 3 Requests .............................................................................................................................182 Part A Utilisation Request....................................................................................................... 182 Part B Selection Notice ........................................................................................................... 183 Schedule 4 Transition Facility Repayment Schedule ............................................................................184 Schedule 5 Revolving Facility Repayment Schedule ............................................................................185 Schedule 6 Form of Transfer Certificate...............................................................................................186 Schedule 7 Form of Assignment Agreement ........................................................................................188 Schedule 8 Form of Hedge Counterparty Accession Letter .................................................................191 Schedule 9 Form of Compliance Certificate .........................................................................................192 Schedule 10 Details of the Ships ..........................................................................................................193 Schedule 11 Details of the A Fleet........................................................................................................205 Schedule 12 Timetables .......................................................................................................................215 Execution Execution Pages ....................................................................................................................................216

 
EXECUTION VERSION 1 EUROPE/73490034v16 THIS AGREEMENT is made on November 2023 PARTIES (1) EURONAV NV, a company incorporated in Belgium with company registration number BE 0860.402.767 whose registered address is at de Gerlachekaai 20, B-2000 Antwerp, Belgium as borrower (the "Borrower") (2) THE COMPANIES listed in Part A of Schedule 1 (The Parties) as guarantors (the "Guarantors") (3) DNB (UK) LIMITED, ING BANK, A BRANCH OF ING-DIBA AG, KBC BANK NV, NORDEA BANK ABP, FILIAL I NORGE and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as mandated lead arrangers (the "Mandated Lead Arrangers") (4) BELFIUS BANK NV/SA, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK and SOCIÉTÉ GÉNÉRALE as lead arrangers (the "Lead Arrangers") (5) NORDEA BANK ABP, FILIAL I NORGE and ING BANK, A BRANCH OF ING-DIBA AG as bookrunners (the "Bookrunners") (6) NORDEA BANK ABP, FILIAL I NORGE as global coordinator (the "Global Coordinator") (7) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the "Original Lenders") (8) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as hedge counterparties (the "Original Hedge Counterparties") (9) NORDEA BANK ABP, FILIAL I NORGE as agent of the other Finance Parties (the "Facility Agent") (10) NORDEA BANK ABP, FILIAL I NORGE as security agent for the Secured Parties (the "Security Agent") BACKGROUND (A) The Lenders have agreed to make available to the Borrower: (i) a revolving credit facility of up to $725,000,000 for the purpose of (a) refinancing the Existing Indebtedness relating to the Core Ships and the Transition Ships, (b) refinancing the Existing Indebtedness relating to the A Fleet, and (c) only after the refinancings described in (a) and (b), for general corporate and working capital purposes; (ii) a transition term loan facility of up to $375,000,000 for the purpose of (a) refinancing the Existing Indebtedness relating to the Core Ships and the Transition Ships and (b) refinancing the Existing Indebtedness relating to the A Fleet; and (iii) a newbuild term loan facility of up to $190,000,000 for the purpose of financing the delivery cost of certain of the Newbuild Ships and/ or for general corporate and working capital purposes. (B) The Hedge Counterparties may agree to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower's exposure to interest rate fluctuations. 7

 
2 EUROPE/73490034v16 OPERATIVE PROVISIONS

 
3 EUROPE/73490034v16 SECTION 1 INTERPRETATION 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: "1992 ISDA Master Agreement" means the Master Agreement (Multicurrency - Cross Border) as published by the International Swaps and Derivatives Association, Inc. "2002 ISDA Master Agreement" means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc. "A Fleet" means each of the 24 ships listed in Schedule 11 (Details of the A Fleet), details of which are set out opposite its name in Schedule 11 (Details of the A Fleet). "A Fleet Existing Indebtedness" means, at any date, the outstanding Financial Indebtedness of the Borrower on that date in respect of the A Fleet. "Account Bank" means Nordea Bank Abp, filial i Norge acting through its office at Essendropsgate 7, P O Box 1166 Sentrum no-0107 Oslo, Norway or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders. "Accounts" means the Earnings Accounts. "Account Security" means a document creating Security over any Account in agreed form. "Additional Hedge Counterparty" means a bank or financial institution which becomes a Hedge Counterparty in accordance with Clause 28.8 (Additional Hedge Counterparties). "Advance" means a Utilisation of all or part of the Transition Facility, a Tranche or any Utilisation of the Revolving Facility, in each case under this Agreement. "Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. "Annex VI" means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto. "Anti-Bribery and Corruption Laws" means the England and Wales Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other applicable anti-corruption legislation in any other jurisdictions. "Approved Brokers" means Vanbreda Risk & Benefits NV and any other firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

 
4 EUROPE/73490034v16 "Approved Classification" means, in relation to a Ship, as at the date of this Agreement, the classification in relation to that Ship specified in Schedule 10 (Details of the Ships) or the equivalent classification with another Approved Classification Society. "Approved Classification Society" means, in relation to a Ship, any of DNV GL, Bureau Veritas, Lloyds Register of Shipping, American Bureau of Shipping, Nippon Kaiji Kyokai, or any other member of the International Association of Classification Societies, or such other classification society which the Facility Agent has approved or selected (with the authorisation of the Majority Lenders). "Approved Commercial Manager" means, in relation to a Ship, the Borrower or any wholly owned subsidiary of the Borrower. "Approved Flag" means, in relation to a Ship, Belgian, French (RIF), Greek, Hong Kong, Liberian, Panama and Marshall Islands flag and any other flag approved by the Facility Agent (acting on the instructions of all Lenders). "Approved Manager" means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship. "Approved Technical Manager" means, in relation to a Ship: (a) Euronav Ship Management SAS of 15 Quai Ernest Renaud, Immeuble Les Salorges 1, 44000 Nantes, France (with a Belgian branch office at De Gerlachekaai 20, B 2000 Antwerp 1, Belgium); or (b) Euronav Shipping NV of De Gerlachekaai 20 B 2000 Antwerp 1, Belgium; or (c) Anglo Eastern Ship Management Ltd of 23/F, 248 Queen's Road East, Wanchai, Hong Kong or any Affiliate of it; or (d) Wallem Shipmanagement of 9/F Dorset House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong or any affiliate of it; or (e) V. Ships of 63 Queen Victoria Street, EC4N 4UA, London, England or any Affiliate of it; or (f) Euronav Ship Management (Hellas) Ltd. (Greek Branch) of Athinon Avenue 31-33, 10447 Athens, Greece; or (g) Columbia Shipmanagement Ltd. of 21 Spyrou Kyprianou Avenue, Yermasoyia, 4042 Limassol-Cyprus; or (h) Northern Marine Limited, of Alba House, 2 Central Avenue, Clydebank, Glasgow, G81 2QR, Scotland or any Affiliate of it; or (i) any other technical manager as may be approved by the Majority Lenders. "Approved Valuer" means Clarksons Platou Securities AS, Arrow Sale & Purchase (UK) Limited, Braemar ACM, Fearnleys, Simpson Spence Young, Vessels Value (or any Affiliate of such person through which valuations are commonly issued) or such other independent sale and purchase shipbrokers which the Facility Agent has approved or selected (with the authorisation of the Majority Lenders) and the Borrower may agree.

 
5 EUROPE/73490034v16 "Arrangers" means each of the Mandated Lead Arrangers and the Lead Arrangers . "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. "Assignment Agreement" means an agreement substantially in the form set out in Schedule 7 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee. "Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration. "Availability Period" means the period from and including the date of this Agreement to and including: (a) in respect of the Revolving Facility, on the earlier of (i) the Termination Date, and (ii) the date on which the Total Revolving Commitments are fully cancelled or terminated; and (b) in respect of the Transition Facility, 31 January 2024; (c) in respect of the Newbuild Facility: (i) with regards to a Newbuild Ship other than Ship 33, on the earliest of: (A) 20 Business Days after the Delivery Date of a Newbuild Ship; (B) the date on which the Shipbuilding Contract in respect of that Newbuild Ship is cancelled or terminated; (C) the date on which the Newbuild Commitment is fully cancelled or terminated; (ii) with regards to Ship 33, 31 December 2023. "Available Commitment" means, in relation to a Tranche or a Facility, a Lender's Commitment under that Tranche or Facility minus: (a) the amount of its participation in the outstanding Advances under that Tranche or Facility; and (b) in relation to any proposed Utilisation, the amount of its participation in any other Advance that is due to be made under that Tranche or Facility on or before the proposed Utilisation Date. For the purposes of calculating a Lender's Available Commitment in relation to any proposed Utilisation under the Revolving Facility only, that Lender's participation in any Advance under the Revolving Facility that is due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender's Revolving Commitment. "Available Facility" means, in relation to a Tranche or a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Tranche or Facility. "Bail-In Action" means the exercise of any Write-down and Conversion Powers.

 
6 EUROPE/73490034v16 "Bail-In Legislation" means: (a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; (b) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and (c) in relation to the United Kingdom, the UK Bail-In Legislation. "Break Costs" means the amount (if any) by which: (a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds (b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period. "Builder of Ships 33 and 34" means Hyundai Samho Heavy Industries, a company organised and existing under the laws of the Republic of Korea, whose principal office is at 93 Daebui-Ro, Samho-Eup, Yeongam-Gun, Jeolianam-Do, Korea. "Builder of Ships 35 and 36" means Daehan Shipbuilding Co., Ltd., a company organised and existing under the laws of the Republic of Korea whose principal office is at 498 Joseonso-gil, Hwawon-myeon, Haenam-gun, Joellanam-do, 59000, Korea. "Builder" means Builder of Ships 33 and 34 and Builder of Ships 35 and 36. "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Oslo, Antwerp, Amsterdam, Frankfurt, Paris; and (a) New York; and (b) (in relation to the fixing of interest rate) which is a US Government Securities Business Day. "Change of Control" means, in relation to the Borrower, if two or more persons acting in concert or any individual person in each case other than the Permitted Holders: (a) acquires legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital or voting rights of the Borrower; or

 
7 EUROPE/73490034v16 (b) has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Borrower. "Charter" means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence. "Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter. "CMB" means CMB NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium. "CMB.TECH" means CMB.TECH NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium. "Code" means the US Internal Revenue Code of 1986. "Commercial Management Agreement" means the agreement entered into between an Obligor and the Approved Commercial Manager regarding the commercial management of a Ship. "Commitment" means a Transition Commitment, a Newbuild Commitment or a Revolving Commitment. "Compliance Certificate" means a certificate in the form set out in Schedule 9 (Form of Compliance Certificate) or in any other form agreed between the Borrower and the Facility Agent. "Confidential Information" means all information relating to any Obligor, the Group, the Finance Documents or all or any part of a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or all or any part of a Facility from either: (a) any member of the Group or any of its advisers; or (b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes: (i) information that: (A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 45 (Confidential Information); or (B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or (C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that

 
8 EUROPE/73490034v16 Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and (ii) any Funding Rate. "Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Facility Agent. "Contract Price" means, in relation to a Newbuild Ship, the price payable for that Newbuild Ship under article II of the Shipbuilding Contact, subject to adjustment as provided in article III of the Shipbuilding Contract. "Core Ships" means each ship listed as Ship 1 to Ship 18 (inclusive), details of which are set out opposite its name in Part A of Schedule 10 (Details of the Ships). "Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents. "Deed of Covenant" means, in relation to a Ship and where (in the opinion of the Facility Agent) it is appropriate in the context of the relevant Approved Flag, a deed of covenant collateral to the Mortgage over that Ship, in agreed form. "Deed of Release" means a deed releasing the relevant Existing Security in a form acceptable to the Facility Agent. "Default" means an Event of Default or a Potential Event of Default. "Defaulting Lender" means any Lender: (a) which has failed to make its participation in an Advance available (or has notified the Facility Agent or the Borrower (which has notified the Facility Agent) that it will not make its participation in an Advance available) by the Utilisation Date of that Advance in accordance with Clause 5.4 (Lenders' participation); (b) which has otherwise rescinded or repudiated a Finance Document; or (c) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above: (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Disruption Event; and payment is made within five Business Days of its due date; or (ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

 
9 EUROPE/73490034v16 "Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent. "Delivery Date" means, in relation to a Newbuild Ship, the date on which that Newbuild Ship is delivered by the Builder to the Borrower under the relevant Shipbuilding Contract, which includes the total permissible and non-permissible delay days under each relevant Shipbuilding Contract which is 270 days per Newbuild Ship. "Disruption Event" means either or both of: (a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, any Transaction Obligor; or (b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor: (i) from performing its payment obligations under the Finance Documents; or (ii) from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted. "Document of Compliance" has the meaning given to it in the ISM Code. "dollars" and "$" mean the lawful currency, for the time being, of the United States of America. "Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or a Guarantor and which arise out of the use or operation of that Ship, including (but not limited to): (a) all freight, hire and passage moneys, compensation payable to the Borrower, a Guarantor, or the Security Agent in the event of requisition of that Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charter party or other contract for the employment of that Ship; (b) all moneys which are at any time payable under Insurances in respect of loss of earnings; and (c) if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship. "Earnings Account" means, in relation to the Borrower or a Guarantor:

 
10 EUROPE/73490034v16 (a) an account in the name of the Borrower or that Guarantor with the Account Bank designated "Earnings Account"; (b) any other account in the name of the Borrower or that Guarantor with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or (c) any sub-account of any account referred to in paragraphs (a) or (b) above. "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. "Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Law. "Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset. "Environmental Incident" means: (a) any release, emission, spill or discharge of Environmentally Sensitive Material from a Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or (b) any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Ship and/or any Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or (c) any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from a Ship and in connection with which a Ship is actually or potentially liable to be arrested and where any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action. "Environmental Law" means any present or future law relating to vessel disposal, energy efficiency, carbon reduction, emissions, emissions trading, pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

 
11 EUROPE/73490034v16 "Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous. "EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time. "EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC. "Event of Default" means any event or circumstance specified as such in Clause 27 (Events of Default). "Existing Facility Agent" means the "Agent" as such term is defined in the relevant Existing Facility Agreement. "Existing Facility Agreements" means each of the following loan agreements: (a) a term and revolving facility dated 6 December 2022 and entered into between the Borrower as borrower and Nordea Bank Abp, filial i Norge as agent and security trustee of originally $377,000,000 and increased to $447,000,000 following the exercise of a $70,000,000 uplift; (b) a term and revolving facility dated 11 September 2020 and entered into between the Borrower as borrower and Nordea Bank Abp, filial i Norge as agent and security trustee of originally $713,000,000; (c) a revolving facility dated 28 August 2019 and entered into between the Borrower as borrower and Nordea Bank Abp, filial i Norge as agent and security trustee of originally $700,000,000; (d) a revolving facility originally dated 7 September 2018 and entered into between the Borrower and Euronav Shipping NV as borrowers and Nordea Bank Abp, filial i Norge as agent and security trustee as amended and restated on 18 November 2022 of originally $200,000,000; (e) a term facility dated 22 March 2018 and entered into between the Borrower as borrower and Credit Agricole Corporate and Investment Bank as agent and security trustee of originally $173,550,300; (f) a term facility dated 2 December 2021 and entered into between the Borrower as borrower and DNB Bank ASA, London Branch as agent and security trustee of originally $73,450,000; (g) a term facility dated 6 December 2022 and entered into between the Borrower as borrower and DNB Bank ASA, London Branch as agent and security trustee of originally $110,00,000; (h) a term facility dated 29 June 2023 and entered into between the Borrower as borrower and DNB Bank ASA, London Branch as agent and security trustee of originally $190,000,000.

 
12 EUROPE/73490034v16 "Existing Indebtedness" means, at any date, the outstanding Financial Indebtedness of the relevant Obligor on that date under the relevant Existing Facility Agreement. "Existing Security" means any Security created to secure the Existing Indebtedness. "Facility" means the Transition Facility, the Newbuild Facility or the Revolving Facility. "Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement. "FATCA" means: (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction. "FATCA Application Date" means: (a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or (b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA. "FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA. "FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction. "Fee Letter" means any letter or letters dated on or about the date of this Agreement between any of the Arrangers, the Bookrunners, the Global Co-ordinator, the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 11 (Fees). "Finance Document" means: (a) this Agreement; (b) any Fee Letter; (c) each Utilisation Request; (d) any Security Document;

 
13 EUROPE/73490034v16 (e) any Hedging Agreement; (f) any Manager's Undertaking; (g) any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or (h) any other document designated as such by the Facility Agent and the Borrower. "Finance Party" means the Facility Agent, the Security Agent, the Arrangers, the Bookrunners, the Global Coordinator, a Lender or a Hedge Counterparty. "Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor: (a) for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor; (b) under any loan stock, bond, note or other security issued by the debtor; (c) under any acceptance credit, guarantee or letter of credit facility made available to the debtor; (d) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under IFRS; (e) for or in relation to receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor; (g) under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or (h) under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person. "Funding Rate" means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.3 (Cost of funds). "General Assignment" means, in relation to a Ship, the general assignment creating Security over: (a) that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship; (b) any Long Term Charter and any Long Term Charter Guarantee in relation to that Ship; and

 
14 EUROPE/73490034v16 (c) in the case of a Newbuild Ship, the benefit of any warranties of quality in favour of the Borrower under the relevant Shipbuilding Contract, in agreed form. "Group" means the Borrower and its Subsidiaries for the time being. "Guarantor A" means Euronav Shipping NV as company incorporated in Belgium with registered address at De Gerlachekaai 20, B-2000 Antwerp, Belgium. "Hedge Counterparty" means any Original Hedge Counterparty or any Additional Hedge Counterparty. "Hedge Counterparty Accession Letter" means a document substantially in the form set out in Schedule 8 (Form of Hedge Counterparty Accession Letter). "Hedge Receipts" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Agent by a Hedge Counterparty under a Hedging Agreement. "Hedging Agreement" means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrower for the purpose of hedging interest payable under this Agreement. "Hedging Agreement Security" a hedging agreement security creating Security over the Borrower's rights and interests in any Hedging Agreement, in agreed form. "Hedging Prepayment Proceeds" means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement. "Historic Term SOFR" means, in relation to any Term SOFR Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan and which is as of a day which is no more than five US Government Securities Business Days before the Quotation Day. "HMT" means His Majesty's Treasury. "Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary. "IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements. "Inventory of Hazardous Materials" means, in relation to a Ship, an inventory certificate or statement of compliance (as applicable) issued by the relevant classification society or shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on, that Ship, pursuant to the requirements of the EU Ship Recycling Regulation. "Indemnified Person" has the meaning given to it in Clause 14.2 (Other indemnities). "Insolvency Event" in relation to an entity means that the entity:

 
15 EUROPE/73490034v16 (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official; (e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and: (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or (ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above); (h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or (j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. "Insurances" means, in relation to a Ship:

 
16 EUROPE/73490034v16 (a) all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to that Ship, that Ship's Earnings or otherwise in relation to that Ship; and (b) all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium. "Interest Payment Date" has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest). "Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest). "Interpolated Term SOFR" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between: (a) Either: (i) the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or (ii) if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, the most recent applicable Term SOFR for a tenor of one month; and (b) the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan. "ISDA Master Agreement" means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement. "ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time. "ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time. "ISSC" means an International Ship Security Certificate issued under the ISPS Code. "Lender" means: (a) any Original Lender; and (b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 28 (Changes to the Lenders and Hedge Counterparties),

 
17 EUROPE/73490034v16 which in each case has not ceased to be a Party as such in accordance with this Agreement. "LMA" means the Loan Market Association or any successor organisation. "Loan" means the aggregate amount of Advances to be made available under the Facilities or the aggregate principal amount outstanding for the time being of the borrowings under the Facilities and a "part of the Loan" means an Advance, a Tranche, a part of a Tranche, or any other part of the Loan as the context may require. "Long Term Charter" means any charter or other contract of employment for a Ship which is entered into by the Borrower or a Guarantor with a person other than a wholly-owned subsidiary of the Borrower and for a term which exceeds 36 months' duration. "Long Term Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Long Term Charter. "Major Casualty" means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency. "Majority Lenders" means: (a) if no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments; or (b) at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66⅔ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66⅔ per cent. of the Loan immediately before such repayment. "Majority Shareholder" means any two or more persons acting in concert or any individual person: (a) owning legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital or voting rights of the Borrower; or (b) that has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Borrower. "Management Agreement" means a Technical Management Agreement or a Commercial Management Agreement. "Manager's Undertaking" means the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager subordinating the rights of the Approved Technical Manager and the Approved Commercial Manager respectively against each Ship and each Obligor to the rights of the Finance Parties in agreed form. "Margin" has the meaning given to it at Clause 8.5 (Calculation of Margin). "Market Disruption Rate" means the Reference Rate.

 
18 EUROPE/73490034v16 "Market Value" means, in relation to a Ship, a valuation of its market price as determined in accordance with Clause 25.7 (Provision of valuations) "Material Adverse Effect" means a material adverse effect on: (a) the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or (b) the ability of any Transaction Obligor to perform its obligations under any Finance Document; or (c) the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents. "Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. The above rules will only apply to the last Month of any period. "Mortgage" means, in relation to a Ship, a first priority or preferred (as the case may be) ship mortgage on that Ship in agreed form or any replacement first preferred or first priority ship mortgage on that Ship under the laws of an Approved Flag in agreed form and, where the relevant Approved Flag is Belgian flag, the amount secured by such mortgage shall be limited to 125 per cent. of the Market Value of the relevant Ship as at the date of the relevant mortgage. "Newbuild Commitment" means a Tranche A Commitment, Tranche B Commitment, Tranche C Commitment, or Tranche D Commitment. "Newbuild Facility" means the term loan facilities made available under this Agreement as described in paragraph (c) of Clause 2.1 (The Facilities). "Newbuild Term Loan" means the aggregate amount of Advances to be made available under the Newbuild Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Newbuild Facility. "Newbuild Ships" means each ship listed as Ship 33 to Ship 36 (inclusive), details of which are set out opposite its name in Part C of Schedule 10 (Details of the Ships). "Obligor" means the Borrower or a Guarantor.

 
19 EUROPE/73490034v16 "Original Financial Statements" means in relation to the Borrower, the audited consolidated financial statements of the Group for its financial year ended 2022. "Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement. "Other Ships" means: (a) m.v. "FSO AFRICA" which is registered on the flag of the Marshall Islands and registered in the ownership of TI Africa Limited; (b) m.v. "FSO ASIA" which is registered on the flag of the Marshall Islands and registered in the ownership of TI Asia Limited; (c) m.v. "OCEANIA" which is registered on the flag of Belgium and registered in the ownership of Euronav Shipping NV; (d) m.v. "NECTAR" which is registered on the flag of Liberia and registered in the ownership of Euronav Luxembourg; and (e) m.v. "NOBLE" which is registered on the flag of Liberia and registered in the ownership of Taiping and Sinopec TJ6 Shipping Leasing Co. Ltd. "Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801). "Parallel Debt" means any amount which an Obligor owes to the Security Agent under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document. "Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. "Party" means a party to this Agreement. "Perfection Requirements" means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document. "Permitted Holders" means each of (i) CMB, (ii) Saverco and (iii) Marc Saverys , his direct lineal descendants, the personal estate of any of them and any trust or similar entity created for the sole benefit of any of those persons or their estates and family (and, as may be the case, any parallel vehicle thereof and their respective alternative investment vehicles) and their affiliates. "Permitted Pooling Agreement" means: (a) the pool participation agreement dated 1 August 2022 and made between Tankers International Limited as pool company and the Borrower as pool participant in respect of "ILMA";

 
20 EUROPE/73490034v16 (b) the pool participation agreement dated 1 August 2022 and made between Tankers International Limited as pool company and the Borrower as pool participant in respect of "INGRID"; (c) the pool participation agreement dated 1 June 2022 and made between Tankers International Limited as pool company and the Borrower as pool participant in respect of "IRIS"; or (d) any other pool participation agreement made between Tankers International Limited as pool company and the Borrower as pool participant in respect of a Ship and designated as a Permitted Pooling Agreement by the Borrower and the Agent (acting with the authorisation of the Majority Lenders, such authorisation not to be unreasonably withheld). "Permitted Security" means: (a) Security created by the Finance Documents; (b) until the Utilisation Date of the Transition Facility, the Existing Security; (c) liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice and not being enforced through arrest; (d) liens for salvage; (e) liens for master's disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and (f) any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship: (i) not as a result of any default or omission by any Obligor; (ii) not being enforced through arrest; and (iii) subject, in the case of liens for repair or maintenance, to Clause 23.14 (Restrictions on chartering, appointment of managers etc.), provided such lien does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost). "Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time. "Potential Event of Default" means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of

 
21 EUROPE/73490034v16 any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default. "Protected Party" has the meaning given to it in Clause 12.1 (Definitions). "Quotation Day" means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days). "Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets. "Reduction Date" means each date by which the Revolving Facility must be reduced set out in Clause 6.4 (Reduction of the Revolving Facility). "Reduction Instalment" means each instalment for reduction of the Advances under the Revolving Facility referred to in paragraph (a) of Clause 6.4 (Reduction of the Revolving Facility). "Reference Rate" means, in relation to the Loan or any part of the Loan: (a) the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or (b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR), and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero. "Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund. "Relevant Jurisdiction" means, in relation to an Obligor: (a) its Original Jurisdiction; (b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated; (c) any jurisdiction where it conducts its business; and (d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it. "Relevant Market" means the market for overnight cash borrowing collateralised by US Government Securities.

 
22 EUROPE/73490034v16 "Repayment Date" means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Term Loan). "Repayment Instalment" has the meaning given to it in Clause 6.1 (Repayment of Term Loan). "Repeating Representation" means each of the representations set out in Clause 18 (Representations) except Clause 18.9 (Insolvency), Clause 18.10 (No filing or stamp taxes) and Clause 18.11 (Deduction of Tax) and any representation of any Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated. "Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. "Requisition" means, in relation to a Ship: (a) any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and (b) any condemnation of that Ship by any tribunal or by any person claiming to be a tribunal; or (c) any arrest, capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever. "Requisition Compensation" includes all compensation or other moneys payable to an Obligor by reason of any Requisition or any arrest or detention of a Ship in the exercise or purported exercise of any lien or claim. "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. "Restricted Party" means a person: (a) that is listed on any Sanctions List or otherwise targeted by Sanctions (whether designated by name or by reason of being included in a class of person); (b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country or territory which is, or whose government is, the target of comprehensive, country or territory-wide Sanctions Laws which attach legal effect to being domiciled, registered as located or having its main place of business in such country or broadly prohibiting dealings with such government, country, or territory; or (c) that is directly or indirectly owned or controlled by a person referred to in paragraph (a) and/or (b) above; or (d) with which any member of the Group is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

 
23 EUROPE/73490034v16 "Revolving Facility" means the revolving credit facility made available under this Agreement as described in Clause 2.1 (The Facilities). "Revolving Commitment" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Revolving Commitment" in Part B of Schedule 1 (The Parties) and the amount of any other Revolving Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Revolving Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "Rollover Advance" means one or more Advances under the Revolving Facility: (a) made or to be made on the same day that a maturing Advance under the Revolving Facility is due to be repaid; (b) the aggregate amount of which is equal to or less than the amount of the maturing Advance under the Revolving Facility; and (c) made or to be made for the purpose of refinancing that maturing Advance under the Revolving Facility. "Safety Management Certificate" has the meaning given to it in the ISM Code. "Safety Management System" has the meaning given to it in the ISM Code. "Sanctions Authority" means the Norwegian State, the United Nations, the United Kingdom, the European Union, any present or future member states of the European Union and the United States of America and any agency or authority acting on behalf of any of them in connection with Sanctions Laws or any other competent sanctions authority. "Sanctions Event" means: (a) any representation contained in Clause 18.32 (Sanctions) made or deemed to be made by the Borrower, is or proves to have been incorrect or misleading when made or deemed to be made; (b) any undertaking in Clause 21.20 (Compliance with Sanctions Laws) and Clause 21.21 (Notification of Sanctions) is not complied with; (c) an Obligor or any member of the Group is or becomes a Restricted Party; and/or (d) an act or omission of an Obligor and/or a Sanctions Relevant Person causes a Finance Party to be in breach of Sanctions Laws or otherwise causes a Finance Party to become a Restricted Party. "Sanctions Laws" means any economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators or similar measures implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

 
24 EUROPE/73490034v16 "Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list of persons or entities maintained by, or public announcement of Sanctions Laws made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time. "Sanctions Relevant Person" means: (a) each Obligor; (b) each Affiliate and subsidiary of the Borrower; and (c) all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a) to (b) above; "Saverco" means Saverco NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium. "Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document. "Secured Party" means each Finance Party from time to time party to this Agreement, a Receiver and any Delegate. "Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security. "Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security. "Security Document" means: (a) any Mortgage; (b) any Deed of Covenant; (c) any General Assignment; (d) any Account Security; (e) any Hedging Agreement Security; (f) any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or (g) any other document designated as such by the Facility Agent and the Borrower. "Security Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

 
25 EUROPE/73490034v16 "Security Property" means: (a) the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security; (b) all obligations expressed to be undertaken by an Obligor to pay amounts in relation to the Secured Liabilities to the Security Agent as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor or any other person in favour of the Security Agent as trustee for the Secured Parties; (c) the Security Agent's interest in any turnover trust created under the Finance Documents; (d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties, except: (i) rights intended for the sole benefit of the Security Agent; and (ii) any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement. "Selection Notice" means a notice substantially in the form set out in Part B of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods) in relation to a Term Facility. "Separate Advance" has the meaning given to it in paragraph (c) of Clause 6.3 (Repayment of Advances under the Revolving Facility). "Servicing Party" means the Facility Agent or the Security Agent. "Ships" means the Core Ships, the Transition Ships and the Newbuild Ships. "Shipbuilding Contract A" means, in relation to Ship 33, the shipbuilding contract dated 2 June 2021 and made between (i) the Builder of Ships 33 and 34 and (ii) the Borrower for the construction by the Builder of Ship 33 and its purchase by the Borrower. "Shipbuilding Contract B" means, in relation to Ship 34, the shipbuilding contract dated 2 June 2021 and made between (i) the Builder of Ships 33 and 34 and (ii) the Borrower for the construction by the Builder of Ship 34 and its purchase by the Borrower. "Shipbuilding Contract C" means, in relation to Ship 35, the shipbuilding contract dated 16 September 2022 and made between (i) the Builder of Ships 35 and 36 and (ii) the Borrower for the construction by the Builder of Ship 35 and its purchase by the Borrower. "Shipbuilding Contract D" means, in relation to Ship 36, the shipbuilding contract dated 16 September 2022 and made between (i) the Builder of Ships 35 and 36 and (ii) the Borrower for the construction by the Builder of Ship 36 and its purchase by the Borrower.

 
26 EUROPE/73490034v16 "Shipbuilding Contract" means Shipbuilding Contract A, Shipbuilding Contract B, Shipbuilding Contract C and Shipbuilding Contract D. "SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate). "Specified Time" means a day or time determined in accordance with Schedule 12 (Timetables). "Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI. "Subsidiary" means, a company (S) is a subsidiary of another company (P) if: (a) a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or (b) P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or (c) P has the direct or indirect power to appoint or remove a majority of the directors of S; or (d) P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P; and any company of which S is a subsidiary is a parent company of S. "Tax Credit" has the meaning given to it in Clause 12.1 (Definitions). "Tax Deduction" has the meaning given to it in Clause 12.1 (Definitions). "Tax Payment" has the meaning given to it in Clause 12.1 (Definitions). "Technical Management Agreement" means the agreement entered into between an Obligor and the Approved Technical Manager regarding the technical management of a Ship. "Term Commitment" means a Transition Commitment or a Newbuild Commitment. "Term Facilities" means the Transition Facility and the Newbuild Facility. "Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate). "Termination Date" means in relation to:

 
27 EUROPE/73490034v16 (a) the Revolving Facility and the Newbuild Facility, the date falling on the fifth anniversary of the date of this Agreement; and (b) the Transition Facility, the date falling 18 Months after the date of this Agreement. "Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights). "Total Commitments" means the aggregate of the Total Revolving Commitments, Total Transition Commitments and the Total Newbuild Term Commitments, being $1,290,000,000 at the date of this Agreement. "Total Loss" means, in relation to a Ship: (a) actual, constructive, compromised, agreed or arranged total loss of that Ship; or (b) any Requisition of that Ship unless that Ship is returned to the full control of the Borrower or the relevant Guarantor within 30 days of such Requisition. "Total Loss Date" means, in relation to the Total Loss of a Ship: (a) in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of; (b) in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of: (i) the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and (ii) the date of any compromise, arrangement or agreement made by or on behalf of the Borrower or the relevant Guarantor with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and (c) in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred. "Total Newbuild Term Commitments" means the aggregate of the Tranche A Commitment, Tranche B Commitment, Tranche C Commitment and Tranche D Commitment, being $190,000,000 at the date of this Agreement. "Total Revolving Commitments" means the aggregate of the Revolving Commitments, being $725,000,000 at the date of this Agreement. "Total Transition Commitments" means the aggregate of the Transition Commitments, being $375,000,000 at the date of this Agreement. "Tranche" means Tranche A, Tranche B, Tranche C or Tranche D. "Tranche A" means that part of the Newbuild Term Loan made or to be made available to the Borrower to purchase Ship 33 in a principal amount not exceeding the lesser of (i) $47,500,000 and (ii) 55 per cent. of the Market Value of Ship 33. "Tranche A Commitment" means:

 
28 EUROPE/73490034v16 (a) in relation to an Original Lender, the amount set opposite its name under the heading "Tranche A" in Part B of Schedule 1 (The Parties) and the amount of any other Tranche A Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Tranche A Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "Tranche B" means that part of the Newbuild Term Loan made or to be made available to the Borrower to purchase Ship 34 in a principal amount not exceeding the lesser of (i) $47,500,000 and (ii) 55 per cent. of the Market Value of Ship 34. "Tranche B Commitment" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Tranche B" in Part B of Schedule 1 (The Parties) and the amount of any other Tranche B Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Tranche B Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "Tranche C" means that part of the Newbuild Term Loan made or to be made available to the Borrower to purchase Ship 35 in a principal amount not exceeding the lesser of (i) $47,500,000 and (ii) 55 per cent. of the Market Value of Ship 35. "Tranche C Commitment" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Tranche C" in Part B of Schedule 1 (The Parties) and the amount of any other Tranche C Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Tranche C Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "Tranche D" means that part of the Newbuild Term Loan made or to be made available to the Borrower to purchase Ship 36 in a principal amount not exceeding the lesser of (i) $47,500,000 and (ii) 55 per cent. of the Market Value of Ship 36. "Tranche D Commitment" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Tranche D" in Part B of Schedule 1 (The Parties) and the amount of any other Tranche C Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Tranche D Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.

 
29 EUROPE/73490034v16 "Transaction Document" means: (a) a Finance Document; (b) any Long Term Charter; or (c) any other document designated as such by the Facility Agent and the Borrower. "Transaction Obligor" means an Obligor, any Approved Manager who is a member of the Group or any other member of the Group who executes a Transaction Document. "Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents. "Transfer Certificate" means a certificate in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower. "Transfer Date" means, in relation to an assignment or a transfer, the later of: (a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and (b) the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate. "Transition Commitment" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Transition Commitment" in Part B of Schedule 1 (The Parties) and the amount of any other Transition Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Transition Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "Transition Facility" means the term loan facilities made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities). "Transition Loan" means the aggregate amount of Advances to be made available under the Transition Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Transition Facility. "Transition Ships" means each ship listed as Ship 19 to Ship 32 (inclusive), details of which are set out opposite its name in Part B of Schedule 10 (Details of the Ships). "UK Bail-In Legislation" means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). "UK Establishment" means a UK establishment as defined in the Overseas Regulations.

 
30 EUROPE/73490034v16 "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents. "US" means the United States of America. "US Government Securities Business Day" means any day other than: (a) a Saturday or a Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities. "US Tax Obligor" means: (a) a person which is resident for tax purposes in the US; or (b) a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes. "Utilisation" means a utilisation of a Facility. "Utilisation Date" means the date of a Utilisation, being the date on which the relevant Advance is to be made. "Utilisation Request" means a notice substantially in the form set out in Part A of Schedule 3 (Requests). "VAT" means: (a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (c) any other tax of a similar nature, whether imposed in the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere. "Write-down and Conversion Powers" means: (a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; (b) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been

 
31 EUROPE/73490034v16 exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and (c) in relation to any other applicable Bail-In Legislation: (i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that Bail-In Legislation, 1.2 Construction (a) Unless a contrary indication appears, a reference in this Agreement to: (i) the "Account Bank", the "Arrangers", the "Bookrunners", the "Global Coordinator", the "Facility Agent", any "Finance Party", any "Hedge Counterparty", any "Lender", any "Obligor", any "Party", any "Secured Party", the "Security Agent", any "Transaction Obligor" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents; (ii) "assets" includes present and future properties, revenues and rights of every description; (iii) a liability which is "contingent" means a liability which is not certain to arise and/or the amount of which remains unascertained; (iv) "document" includes a deed and also a letter, email or telex; (v) a Lender's "cost of funds" in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan. (vi) "expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT; (vii) a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;

 
32 EUROPE/73490034v16 (viii) a "group of Lenders" includes all the Lenders; (ix) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (x) "law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council; (xi) "proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure; (xii) a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); (xiii) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; (xiv) a reference to a "Ship", its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Facility Agent acting with the authorisation of the Majority Lenders; (xv) a provision of law is a reference to that provision as amended or re-enacted from time to time; (xvi) a time of day is a reference to London time; (xvii) any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term; (xviii) words denoting the singular number shall include the plural and vice versa; and (xix) "including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used. (b) The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement. (c) Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents. (d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

 
33 EUROPE/73490034v16 (e) A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remedied or waived. 1.3 Construction of insurance terms In this Agreement: "approved" means, for the purposes of Clause 22 (Insurance Undertakings), approved in writing by the Facility Agent. "excess risks" means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for the purpose of such claims. "obligatory insurances" means all insurances effected, or which any Obligor is obliged to effect, under Clause 22 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document. "policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms. "protection and indemnity risks" means the usual risks covered by a protection and indemnity association which is a member of the International Group of P&I Clubs, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision. "war risks" includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83). 1.4 Agreed forms of Finance Documents References in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document: (a) in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or (b) in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 44.2 (All Lender matters) applies, all the Lenders. 1.5 Third party rights (a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

 
34 EUROPE/73490034v16 (b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time. (c) Any Receiver, Delegate, Affiliate or any other] person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability), or paragraph (b) of Clause 31.12 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

 
35 EUROPE/73490034v16 SECTION 2 THE FACILITIES 2 THE FACILITIES 2.1 The Facilities Subject to the terms of this Agreement, the Lenders make available to the Borrower: (a) a revolving credit facility in an aggregate amount not exceeding the lower of (i) $725,000,000 and (ii) 55 per cent. of the Market Value of the Core Ships as determined on the first Utilisation Date of the Revolving Facility; (b) a transition term loan facility in an aggregate amount not exceeding the lower of (i) $375,000,000 and (ii) 55 per cent. of the Market Value of the Transition Ships as determined on the first Utilisation Date of the Transition Facility; and (c) a newbuild term loan facility in an aggregate amount of up to $190,000,000 in four Tranches, each Tranche not exceeding the lower of (i) $47,500,000 and (ii) 55 per cent. of the Market Value of the Newbuild Ship to which that Tranche relates. 2.2 Finance Parties' rights and obligations (a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor. (c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents. 2.3 Security Agent as joint and several creditor (a) Each Obligor and each of the Finance Parties agrees that the Security Agent shall be the joint creditor ("hoofdelijke schuldeiser") together with each other Finance Party of each liability and obligation of an Obligor towards any Finance Party under any Finance Document and that accordingly the Security Agent will have its own independent right to demand performance by an Obligor of those liabilities and obligations. However, any discharge of any liability or obligation of an Obligor to one of the Security Agent or another Finance Party shall, to the same extent, discharge the corresponding liability or obligation owing to the others.

 
36 EUROPE/73490034v16 (b) Without limiting or affecting the Security Agent's rights against an Obligor (whether under this paragraph or under any other provision of the Finance Documents), the Security Agent agrees with each other Finance Party (on a several and separate basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint creditor with a Finance Party except with the consent of the relevant Finance Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent's right to act in the protection or preservation of rights under or to enforce any Finance Document (or to do any act reasonably incidental to any of the foregoing). (c) Subject to the provisions of this Clause 2.3 (Security Agent as joint and several creditor), the Security Agent holds any security created by a Finance Document in its name and the Security Agent shall have full and unrestricted title to and authority in respect of that security, subject always to the terms of the Finance Documents. 2.4 Guarantors' Agent (a) Each Guarantor by its execution of this Agreement irrevocably appoints the Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Guarantor notwithstanding that they may affect the Guarantor, without further reference to or the consent of that Guarantor; and (ii) each Finance Party to give any notice, demand or other communication to that Guarantor pursuant to the Finance Documents to the Borrower, and in each case the Guarantor shall be bound as though the Guarantor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Borrower or given to the Borrower under any Finance Document on behalf of a Guarantor or in connection with any Finance Document (whether or not known to any Guarantor) shall be binding for all purposes on that Guarantor as if that Guarantor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Borrower and any Guarantor, those of the Borrower shall prevail. 3 PURPOSE 3.1 Purpose The Borrower shall apply all amounts borrowed by it under the Facilities only for the purpose stated in the preamble (Background) to this Agreement. 3.2 Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

 
37 EUROPE/73490034v16 4 CONDITIONS OF UTILISATION 4.1 Initial conditions precedent The Borrower may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent. 4.2 Further conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if: (a) on the date of the Utilisation Request and on the proposed Utilisation Date and before the Advance is made available: (i) in the case of a Rollover Advance, no Event of Default is continuing or would result from the proposed Advance, and in the case of any other Advance, no Default is continuing or would result from the proposed Advance; (ii) in the case of any Advance no Sanctions Event is continuing or would result from the proposed Utilisation; (iii) the Repeating Representations to be made by each Obligor are true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and (iv) in the case of each Advance under Tranches A, B, C and D, no event described in paragraphs (a) to (b) of Clause 7.6 (Mandatory prepayment on default under Shipbuilding Contract) has occurred; (b) in the case of the first Advance under the Revolving Facility, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; (c) in the case of the Advance under the Transition Facility, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receive when the Advance is made available, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; (d) in the case of the first Advance under the Revolving Facility and the Advance under the Transition Facility, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receive when the Advance is made available evidence that certain of the A Fleet Existing Indebtedness has been repaid and that certain of the A Fleet is free of encumbrances; (e) in the case of the first Advance under the Revolving Facility or the Advance under the Transition Facility (whichever is the earliest), the Facility Agent has received on or before the relevant Utilisation Date a Quarterly Pricing Certificate; and (f) in the case of an Advance under the Newbuild Facility, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied that it will receive when the Advance is made

 
38 EUROPE/73490034v16 available, all of the documents and other evidence listed in Part D of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent. 4.3 Notification of satisfaction of conditions precedent (a) The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent). (b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. 4.4 Waiver of conditions precedent If the Majority Lenders, at their discretion, permit an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the relevant Utilisation Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrower.

 
39 EUROPE/73490034v16 SECTION 3 UTILISATION 5 UTILISATION 5.1 Delivery of a Utilisation Request (a) The Borrower may utilise the Facilities by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time. (b) The Borrower may not deliver more than one Utilisation Request under each of Tranche A, Tranche B, Tranche C and Tranche D. (c) The Borrower may not deliver more than one Utilisation Request under the Transition Facility. (d) The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than five Advances would have been made under the Revolving Facility and still be outstanding. (e) The Borrower must deliver the first Utilisation Request in respect of the Revolving Facility by 31 January 2024. 5.2 Completion of a Utilisation Request (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (i) it identifies the Facility and, if applicable, Tranche, to be utilised; (ii) the proposed Utilisation Date is a Business Day within the relevant Availability Period; (iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and (iv) the proposed Interest Period complies with Clause 9 (Interest Periods). (b) Only one Advance may be requested in each Utilisation Request. 5.3 Currency and amount (a) The currency specified in a Utilisation Request must be dollars. (b) The amount of the proposed Advance must be an amount which: (i) in respect the Revolving Facility shall not exceed the lower of (i) 55 per cent. of the Market Value of the Core Ships as at the first Utilisation Date, and (ii) $725,000,000; (ii) in respect of the Transition Facility shall not exceed the lower of (i) 55 per cent. of the Market Value of the Transition Ships, and (ii) $375,000,000; (iii) in respect of the Advance under Tranche A, the lower of (i) 55 per cent. of the Market Value of Newbuild Ship A, and (ii) $47,500,000;

 
40 EUROPE/73490034v16 (iv) in respect of the Advance under Tranche B, the lower of (i) 55 per cent. of the Market Value of Newbuild Ship B, and (ii) $47,500,000; (v) in respect of the Advance under Tranche C, the lower of (i) 55 per cent. of the Market Value of Newbuild Ship C, and (ii) $47,500,000; and (vi) in respect of the Advance under Tranche D, the lower of (i) 55 per cent. of the Market Value of Newbuild Ship D, and (ii) $47,500,000. (c) Subject to paragraph (d) below, the amount of the proposed Advance must be: (i) in the case of an Advance under the Term Facility, a minimum of $1,000,000; and (ii) in the case of an Advance under the Revolving Facility, a minimum of $1,000,000. (d) The amount of the proposed Advance must be an amount which is not more than the relevant Available Facility. (e) The amount of the proposed Advance under the Newbuild Facility and the amount of any Advance under the Revolving Facility and the Transition Facility must, in each case, be an amount which would not oblige the Borrower to provide additional security or prepay part of the Advance if the ratio set out in Clause 24 (Security Cover) were applied and notice was given by the Facility Agent under Clause 25.1 (Minimum required security cover) immediately after the relevant Advance under the Newbuild Facility or the Advance under the Transition Facility the relevant Advance under the Revolving Facility (as the case may be) was made. 5.4 Lenders' participation (a) If the conditions set out in this Agreement have been met, and subject to Clause 6.3 (Repayment of Advances under the Revolving Facility) each Lender shall make its participation in each Advance available by the Utilisation Date through its Facility Office. (b) The amount of each Lender's participation in each Advance will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately before making that Advance. (c) The Facility Agent shall notify each Lender of the amount of each Advance and the amount of its participation in that Advance and, in the case of an Advance under the Revolving Facility, if different, the amount of that participation to be made available in accordance with Clause 34 (Payment Mechanics) in each case by the Specified Time. 5.5 Cancellation of Commitments The Term Commitments in respect of any Advance or Tranche which are unutilised at the end of the Availability Period for such Term Facility shall then be cancelled. 5.6 Payment to third parties The Borrower irrevocably authorises the Facility Agent: (a) on each Utilisation Date in relation to the first Advance under the Revolving Facility or the Advance under the Transition Facility, to pay to, or at the Borrower’s request for the account of, the Borrower which is to utilise the relevant Advance the amounts which the Facility Agent

 
41 EUROPE/73490034v16 receives from the Lenders in respect of that Advance. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of that Advance to the account of the relevant Existing Facility Agent under the relevant Existing Facility Agreement which the Borrower specifies in the relevant Utilisation Request; (b) on each Utilisation Date in relation to any Tranche under the Newbuild Facility, to pay to, or for the account of, the Borrower which is to utilise the relevant Tranche the amounts which the Facility Agent receives from the Lenders in respect of that Tranche. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of that Tranche to the account of the Builder which the Borrower specifies in the relevant Utilisation Request. 5.7 Disbursement of Advance to third party Payment by the Facility Agent under Clause 5.6 (Payment to third parties) to a person other than the Borrower shall constitute the making of the relevant Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's participation in that Advance. 5.8 Prepositioning of funds If, in respect any proposed Advance under a Facility, the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds with any bank, the Borrower and the Guarantors: (a) agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 8.1 (Calculation of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on such Advance after the Utilisation Date in respect of it or, if such Utilisation Date does not occur, within three Business Days of demand by the Facility Agent; and (b) shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such arrangement.

 
42 EUROPE/73490034v16 SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION 6 REPAYMENT 6.1 Repayment of Transition Facility The Borrower shall repay the Transition Facility by six equal consecutive quarterly instalments, each in an amount as specified in Schedule 4 (Transition Facility Repayment Schedule) (each a "Transition Facility Repayment Instalment"), the first of which shall be repaid on the date falling three Months after the Utilisation Date in respect of the Transition Facility and the last on the Termination Date in relation to the Transition Facility. 6.2 Repayment of Newbuild Facility The Borrower shall repay each Tranche under the Newbuild facility by equal consecutive semi- annual instalments, each in an amount equal to 1/36th of the respective Tranche under the Newbuild Facility (each a "Newbuild Facility Repayment Instalment" and together with the Transition Facility Repayment Instalment, each a "Repayment Instalment"), the first of which shall be repaid on the date falling six Months after the Utilisation Date in respect of that Tranche and the last on the Termination Date in relation to the Newbuild Facility. 6.3 Repayment of Advances under the Revolving Facility (a) Subject to paragraph (c) below, the Borrower shall repay each Advance under the Revolving Credit Facility on the last day of its Interest Period. (b) Without prejudice to the Borrower's obligation under paragraph (a) above, if: (i) an Advance under the Revolving Facility is to be made available: (A) on the same day that a maturing Advance under the Revolving Facility is due to be repaid; and (B) in whole or in part for the purpose of refinancing the maturing Advance under the Revolving Facility; and (ii) the proportion borne by each Lender's participation in the maturing Advance under the Revolving Facility to the amount of that maturing Advance under the Revolving Facility is the same as the proportion borne by that Lender's participation in the new Advance under the Revolving Facility to the amount of the new Advance under the Revolving Facility, the amount of the new Advance under the Revolving Facility shall, unless the Borrower notifies the Facility Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Advance under the Revolving Facility so that: (A) if the amount of the maturing Advance under the Revolving Facility exceeds the amount of the new Advance under the Revolving Facility:

 
43 EUROPE/73490034v16 (1) the Borrower will only be required to make a payment under Clause 34.1 (Payments to the Facility Agent) in an amount equal to that excess; and (2) each Lender's participation in the new Advance under the Revolving Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Advance under the Revolving Facility and that Lender will not be required to make a payment under Clause 34.1 (Payments to the Facility Agent) in respect of its participation in the new Advance under the Revolving Facility; and (B) if the amount of the maturing Advance under the Revolving Facility is equal to or less than the amount of the new Advance under the Revolving Facility: (1) the Borrower will not be required to make a payment under Clause 34.1 (Payments to the Facility Agent); and (2) each Lender will be required to make a payment under Clause 34.1 (Payments to the Facility Agent) in respect of its participation in the new Advance under the Revolving Facility only to the extent that its participation in the new Advance under the Revolving Facility exceeds that Lender's participation in the maturing Advance under the Revolving Facility and the remainder of that Lender's participation in the new Advance under the Revolving Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Advance under the Revolving Facility. (c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Revolving Facility Loans then outstanding will be automatically extended to the Termination Date applicable to the Revolving Facility and will be treated as separate Advances under the Revolving Facility (the "Separate Advances"). (d) If the Borrower makes a prepayment of an Advance under the Revolving Facility pursuant to Clause 7.5 (Voluntary prepayment of Advances under the Revolving Facility), the Borrower may prepay a Separate Advance by giving not less than three Business Days' prior notice to the Facility Agent. The proportion borne by the amount of the prepayment of the Separate Advance to the amount of the Separate Advances shall not exceed the proportion borne by the amount of the prepayment of the Revolving Facility Utilisation to the Revolving Facility Utilisations. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt. (e) Interest in respect of a Separate Advance will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Facility Agent (acting reasonably) and will be payable by the Borrower to the Facility Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Advance. (f) The terms of this Agreement relating to Advances under the Revolving Facility generally shall continue to apply to Separate Advances other than to the extent inconsistent with paragraphs

 
44 EUROPE/73490034v16 (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Advance. 6.4 Reduction of the Revolving Facility The Total Revolving Commitments shall be reduced by equal consecutive semi-annual reductions, each in an amount as specified Schedule 5 (Revolving Facility Repayment Schedule) and: (a) the first reduction shall take place six months from the first Utilisation Date in relation to the Revolving Facility and the last reduction shall take place on or before the Termination Date for the Revolving Facility; (b) each reduction in the Total Revolving Commitments pursuant to this Clause 6.4 (Reduction of the Revolving Facility) shall cause the amount of the Total Revolving Commitments to be permanently reduced by the amount of the reduction; and (c) the Borrower shall ensure that at all times the aggregate outstanding amount of the Advances under the Revolving Facility is not greater than the then applicable Total Revolving Commitments and, without prejudice to the generality of the foregoing, the Borrower shall if necessary immediately prepay some or all of the outstanding Advances under the Revolving Facility so that the aggregate outstanding amount of such Advances does not (taking into account the scheduled reduction of the Total Revolving Commitments) exceed the Total Revolving Commitments as reducing from time to time thereafter pursuant to this Clause 6.4 (Reduction of the Revolving Facility). 6.5 Termination Date On each Termination Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents. 6.6 Reborrowing (a) The Borrower may not reborrow any part of a Term Facility which is repaid. (b) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is repaid may be reborrowed in accordance with the terms of this Agreement. 6.7 Effect of cancellation and prepayment on scheduled repayments and reductions (a) If the Borrower cancels the whole or any part of any Available Commitment in accordance with Clause 7.9 (Right of replacement or repayment and cancellation in relation to a single Lender) or if an Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality) then: (i) in the case of the Term Commitments, the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Term Commitments so cancelled; and (ii) in the case of the Revolving Commitments, the amount of the Reduction Instalment for each Reduction Date falling after that cancellation will reduce pro rata by the amount of the Revolving Commitments so cancelled.

 
45 EUROPE/73490034v16 (b) If the Borrower cancels the whole or any part of any Available Commitment in accordance with Clause 7.3 (Voluntary and automatic cancellation) or if the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitments), (i) in the case of the Transition Commitments, the Transition Facility Repayment Instalments for the relevant Advance for each Repayment Date falling after that cancellation will reduce in inverse chronological order by the amount of the Transition Commitments so cancelled; (ii) in the case of the Newbuild Commitments, the Newbuild Facility Repayment Instalments for the relevant Advance for each Repayment Date falling after that cancellation will reduce pro rata by the amount of the Newbuild Commitments so cancelled; and (iii) in the case of the Revolving Commitments, the amount of the Reduction Instalment for each Reduction Date falling after that cancellation will reduce pro rata by the amount cancelled. (c) If any part of a Term Facility or any Advance under the Revolving Facility is repaid or prepaid in accordance with Clause 7.9 (Mandatory prepayment on disposal of Other Ships), Clause 7.10 (Right of replacement or repayment and cancellation in relation to a single Lender) or Clause 7.1 (Illegality) then: (i) in the case of the Transition Facility, the Transition Facility Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce in inverse chronological order by the amount of the Transition Facility repaid or prepaid; (ii) in the case of the Newbuild Facility, the Newbuild Facility Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Newbuild Facility repaid or prepaid; and (iii) in the case of Advances under the Revolving Facility, the amount of the Reduction Instalment for each Reduction Date falling after that repayment or prepayment will reduce pro rata by the amount of those Advances repaid or prepaid. (d) If any part of a Term Facility is prepaid in accordance with Clause 7.4 (Voluntary prepayment of Term Facilities), any Advance under the Revolving Facility is prepaid in accordance with Clause 7.5 (Voluntary prepayment of Advances under Revolving Facility) pursuant to Clause 25 (Security Cover) or any part of a Term Facility or any Advance under the Revolving Facility is prepaid in accordance with Clause 7.6 (Mandatory prepayment on default under Shipbuilding Contract), Clause 7.7 (Mandatory prepayment on sale or Total Loss) or Clause 7.8 (Mandatory prepayment of Hedging Prepayment Proceeds) then: (i) in the case of a Transition Facility, the Transition Facility Repayment Instalments for each Transition Repayment Date falling after that repayment or prepayment will reduce in inverse chronological order by the amount of the Transition Facility repaid or prepaid; (ii) in the case of a Newbuild Facility, the Newbuild Facility Repayment Instalments for each Newbuild Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Newbuild Facility repaid or prepaid; and

 
46 EUROPE/73490034v16 (iii) in the case of Advances under the Revolving Facility, the amount of the Reduction Instalment for each Reduction Date falling after that repayment or prepayment will reduce pro rata by the amount of those Advances repaid or prepaid. 7 PREPAYMENT AND CANCELLATION 7.1 Illegality and Sanctions affecting a Lender If: (a) a Sanctions Event occurs or it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in an Advance or the Loan or to determine or charge interest rates based upon Term SOFR or it becomes unlawful for any Affiliate of a Lender for that Lender to do so; or (b) without prejudice to any of the express obligations of the Obligors under the Transaction Documents, in the opinion of a Lender anything whatsoever is done or omitted to be done by an Obligor which would result in that Lender being in breach of or made subject to Sanctions Laws, or at risk of being in breach of or made subject to Sanctions Laws: (i) that Lender shall promptly notify the Facility Agent upon becoming aware of that event; (ii) upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; (iii) the Borrower shall prepay that Lender's participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than five Business Days before the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be immediately cancelled in the amount of the participation prepaid; and (iv) accrued interest and all other amounts accrued for that Lender under the Finance Documents shall be immediately due and payable. 7.2 Change of control If there is a Change of Control, the Borrower shall not later than 60 days following the occurrence of the Change of Control, be obliged to prepay the Loan in full and the Commitments shall terminate. 7.3 Voluntary and automatic cancellation The Borrower may, if it gives the Facility Agent not less than three Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $1,000,000) of an Available Facility. Any cancellation under this Clause 7.3 (Voluntary and automatic cancellation) shall reduce the Commitments of the Lenders rateably under that Facility or Tranche.

 
47 EUROPE/73490034v16 7.4 Voluntary prepayment of Term Facility The Borrower may, if it gives the Facility Agent not less than three Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Term Facility (but, if in part, being an amount that reduces the amount of the Term Facility by a minimum amount of $1,000,000). 7.5 Voluntary prepayment of Advances under the Revolving Facility The Borrower may, if it gives the Facility Agent not less than three Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of an Advance under the Revolving Facility (but, if in part, being an amount that reduces the amount of the relevant Advance by a minimum amount of $1,000,000). 7.6 Mandatory prepayment on default under Shipbuilding Contract If: (a) any of the events specified in Clause 27.7 (Insolvency), Clause 27.8 (Insolvency proceedings) or Clause 27.9 (Creditors' process) occurs in relation to the Builder; or (b) the relevant Newbuild Ship has not been delivered to, and accepted by, the Borrower or relevant Guarantor by the date specified in article VII of the relevant Shipbuilding Contract, then: (i) the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and (ii) if the Majority Lenders so require, the Facility Agent shall cancel the Tranche to which that Newbuild Ship relates and declare that Tranche, together with interest accrued on it, if any, and all other amounts, if any, relating to it and accrued under the Finance Documents immediately due and payable, whereupon the Tranche will be cancelled and all such outstanding amounts will become immediately due and payable. 7.7 Mandatory prepayment on sale or Total Loss (a) If a Core Ship is sold (without prejudice to paragraph (a) of Clause 21.12 (Disposals)) or becomes a Total Loss, the Borrower shall on the Relevant Date prepay the Relevant Percentage of the Revolving Facility. If any Advance under the Revolving Facility is prepaid, then that amount may not be reborrowed and the Total Revolving Commitments will be permanently reduced by the amount of the prepayment applicable to that Advance. (b) If a Transition Ship is sold (without prejudice to paragraph (a) of Clause 21.12 (Disposals)) or becomes a Total Loss, the Borrower shall on the Relevant Date prepay the Transition Facility in an amount equal to the net cash proceeds of the sale of such Transition Ship provided that, subject to the consent of the Majority Lenders, the Borrower shall on the Relevant Date prepay the Relevant Percentage of the Transition Facility. (c) If a Newbuild Ship is sold (without prejudice to paragraph (a) of Clause 21.12 (Disposals)) or becomes a Total Loss, the Borrower shall on the Relevant Date prepay the Tranche applicable to that Newbuild Ship.

 
48 EUROPE/73490034v16 (d) On the Relevant Date, the Borrower shall also prepay such part of the Loan as shall eliminate any shortfall arising if the ratio set out in Clause 25 (Security Cover) were applied immediately following the payment referred to in paragraph (a) above and, to the extent that such prepayment is applied to all or any part of an Advance under the Revolving Facility, the Revolving Commitments shall be reduced by an amount equal to such prepayment. (e) In this Clause 7.7 (Mandatory prepayment on sale or Total Loss): "Index Amount" means, in relation to each Ship, as at the Relevant Date, the amount of the Market Value for that Ship as shown in the then most recent valuation of that Ship provided to the Facility Agent pursuant to this Agreement. "Relevant Date" means: (i) in the case of a sale of a Ship, on the date on which the sale is completed by delivery of that Ship to the buyer of that Ship; and (ii) in the case of a Total Loss of a Ship, on the earlier of: (A) the date falling 90 days after the Total Loss Date; and (B) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss. "Relevant Percentage" means: an amount calculated by reference to the following formula: Relevant Percentage = A x 100 B 1 Where: A = the Index Amount of the Ship to be sold or which becomes a Total Loss; and B = the aggregate amount of the Index Amounts of the Core Ships (in the case of the sale or Total Loss of a loss of a Core Ship) or the Transition Ships (in the case of the sale or the Total Loss of a Transition Ship) (excluding any Core Ship or Transition Ship already sold or which has already become a Total Loss in respect of which a prepayment has been made under this Clause 7.7 (Mandatory prepayment on sale or Total Loss) before the Relevant Date). 7.8 Mandatory prepayment of Hedging Prepayment Proceeds Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, be applied rateably in respect of each Advance on the last day of the Interest Period for each Advance which ends after such payment in, in prepayment of the Term Facilities. 7.9 Mandatory prepayment on disposal of Other Ships In the case of a sale of an Other Ship, on the date on which the sale is completed by delivery of that Other Ship to the buyer of that Other Ship, the Borrower shall apply all net cash proceeds after repayment of any indebtedness in relation to such Other Ship to prepay the Transition Facility, except if agreed otherwise with the Majority Lenders.

 
49 EUROPE/73490034v16 7.10 Mandatory prepayment on breach of Financial Covenants If there is a breach of Clause 20 (Financial Covenants) then: (i) the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and (ii) if the Majority Lenders so require, the Facility Agent shall cancel each Facility, together with interest accrued on it, and all other amounts relating to them and accrued under the Finance Documents immediately due and payable, whereupon each Facility will be cancelled and all such outstanding amounts will become immediately due and payable. 7.11 Right of replacement or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up) or under that clause as incorporated by reference or in full in any other Finance Document; or (ii) any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs), the Borrower may whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (b) below. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, any Commitment of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan. 7.12 Restrictions (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made, the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not reborrow any part of the Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

 
50 EUROPE/73490034v16 (e) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (f) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lenders and/or Hedge Counterparties, as appropriate. (h) If all or part of any Lender's participation in an Advance is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of the relevant Facility or Tranche will be deemed to be cancelled on the date of repayment or prepayment. 7.13 Application of prepayments Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality) or Clause 7.9 (Right of replacement or repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that part of the Loan.

 
51 EUROPE/73490034v16 SECTION 5 COSTS OF UTILISATION 8 INTEREST 8.1 Calculation of interest The rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) the Margin; and (b) Reference Rate 8.2 Payment of interest (a) The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an "Interest Payment Date"). (b) If an Interest Period is longer than six Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at six Monthly intervals after the first day of the Interest Period. 8.3 Default interest (a) If an Obligor fails to pay any amount payable by it under a Finance Document other than a Hedging Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Facility Agent. (b) If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan: (i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and (ii) the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due. (c) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

 
52 EUROPE/73490034v16 8.4 Notification of rates of interest (a) The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement. (b) The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum. 8.5 Calculation of Margin (a) The "Margin" for the purposes of this Agreement shall mean: (i) from the Start Date, a percentage per annum set forth in the table below, based on the ratio of Net Debt to Total Capitalisation Ratio set forth in the most recent Quarterly Pricing Certificate provided to the Facility Agent: Pricing Level Margin Net Debt to Total Capitalisation I 2.30% < 40% II 2.60% > 40% and < 60% III 2.90% > 60% (ii) if no Quarterly Pricing Certificate indicating an entitlement to a margin adjustment has been delivered to the Facility Agent by the End Date, the Margin shall be the Highest Margin; (iii) notwithstanding the above, the Margin shall be the Highest Margin at all times during an Event of Default pursuant to Clause 27.2 (Non-payment), Clause 27.7 (Insolvency) or Clause 27.8 (Insolvency proceedings). (b) In this Clause 8.5 (Calculation of Margin): (i) "End Date" means the date which is 60 days following the last day of the fiscal quarter in which the previous Start Date occurred. (ii) "Highest Margin" means 2.90 per cent. per annum. (iii) "Net Debt" means total debt minus cash on hand plus any undrawn amount a revolving credit facility with a tenor longer than 12 months. (iv) "Net Debt to Total Capitalisation" means at any date of determination, the ratio of (i) Net Debt of the Borrower and its subsidiaries on such date to (ii) Total Capitalisation (total Net Debt and total Stockholders Equity) of the Borrower and its subsidiaries. (v) "Quarterly Pricing Certificate" means a certificate signed by an authorised officer of the Borrower and delivered to the Facility Agent on the date of this Agreement and thereafter within 60 days of the last day of the first three fiscal quarters of the

 
53 EUROPE/73490034v16 Borrower in each fiscal year and within 120 days of the last day of the fourth fiscal quarter of the Borrower in such fiscal year, setting out: (A) the calculation of the Net Debt to Total Capitalisation Ratio as at the last day of the fiscal quarter ended immediately prior to the relevant Start Date; and (B) the Margin which shall be applicable thereafter until the earlier of (i) the date on which the next Quarterly Pricing Certificate is delivered to the Facility Agent or (ii) the End Date. (vi) "Start Date" means the date five Business Days after the date of delivery of a Quarterly Pricing Certificate or in the case of the first Utilisation Date of any Facility, that first Utilisation Date. (vii) "Stockholders' Equity" means, at any date of determination under this Agreement, the amount of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet. (viii) "Total Capitalisation" means the sum of Net Debt and Stockholders’ Equity. 8.6 Hedging (a) The Borrower may enter into Hedging Agreements and shall maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging). (b) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; (ii) be for a term ending on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of the Borrower under the Hedging Agreements shall be charged or assigned by way of security under a Hedging Agreement Security. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent. (f) Paragraph (e) above shall not apply to an amendment, supplement or waiver that is required by law or market, is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Security. (g) If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement,

 
54 EUROPE/73490034v16 will exceed the Loan at that time, the Borrower must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan then or that will be outstanding. (h) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which the Borrower has no actual or contingent indebtedness. (j) A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement. (k) Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by the Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. (l) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (m) The Security Agent shall not be liable for the performance of the Borrower's obligations under a Hedging Agreement. (n) Neither the Borrower nor any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of the Security Agent. 9 INTEREST PERIODS 9.1 Selection of Interest Periods (a) The Borrower may select the Interest Period for (i) an Advance under the Revolving Facility and the Transition Facility and (ii) a Tranche under the Newbuild Facility, in the Utilisation Request for the first Advance in that Facility. Subject to Clause 9.2 (Changes to Interest Periods), the Borrower may select each subsequent Interest Period in respect of an Advance in a Selection Notice. (b) Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than the Specified Time. (c) The Borrower may select the Interest Period for each Advance under the Revolving Facility in the Utilisation Request for that Advance. An Advance under the Revolving Facility has one Interest Period only which shall start on its Utilisation Date. (d) If the Borrower fails to select an Interest Period in the relevant Utilisation Request or, in the case of any Advance, fails to deliver a Selection Notice to the Facility Agent, the relevant Interest Period will (subject to Clause 9.2 (Changes to Interest Periods) in the case of any Tranche) be three Months.

 
55 EUROPE/73490034v16 (e) Subject to this Clause 9 (Interest Periods), the Borrower may select an Interest Period of one or three Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders). In addition, in relation to the Revolving Facility, the Borrower may select an Interest Period of a period of less than one Month, if necessary to ensure that (when aggregated with the Available Facility for the Revolving Facility) there are sufficient Advances under the Revolving Facility (with an aggregate amount equal to or greater than the Reduction Instalment) which have an Interest Period ending on a Reduction Date for the scheduled reduction to occur. (f) An Interest Period in respect of a Tranche, any part of a Tranche or an Advance under the Revolving Facility shall not extend beyond its applicable Termination Date. (g) In respect of a Newbuild Facility Repayment Instalment, the Borrower may request in the relevant Selection Notice that an Interest Period for a part of the relevant Tranche equal to such Newbuild Facility Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of that Tranche. (h) The first Interest Period for each Tranche shall start on the first Utilisation Date relating to such Tranche and, each subsequent Interest Period shall start on the last day of its preceding Interest Period. (i) The first Interest Period for the second and any subsequent Advance under a Tranche shall start on the Utilisation Date of such Advance and end on the last day of the Interest Period applicable to that Tranche on the date on which such Advance is made. (j) Except for the purposes of Clause 9.2 (Changes to Interest Periods), each Tranche shall have one Interest Period only at any time. 9.2 Changes to Interest Periods (a) In respect of a Newbuild Facility Repayment Instalment, prior to determining the interest rate for the relevant Tranche, the Facility Agent may establish an Interest Period for a part of the relevant Tranche equal to such Newbuild Facility Repayment Instalment to end on the Repayment Date relating to it and the remaining part of that Tranche shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 9.1 (Selection of Interest Periods). (b) Prior to determining the interest rate for an Advance under the Revolving Facility, the Facility Agent may shorten the Interest Period for any Advance under the Revolving Facility to ensure that, when aggregated with the Available Facility for the Revolving Facility, there are sufficient Advances under the Revolving Facility (with an aggregate amount equal to or greater than the Reduction Instalment) which have an Interest Period ending on a Reduction Date for the scheduled reduction to occur. (c) If the Facility Agent makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrower and the Lenders. 9.3 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

 
56 EUROPE/73490034v16 10 CHANGES TO THE CALCULATION OF INTEREST 10.1 Unavailability of Term SOFR (a) Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan. (b) Shortened Interest Period: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR, the Interest Period of the Loan or that part of the Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Reference Rate for that shortened Interest Period shall be determined pursuant to the definition of "Reference Rate". (c) Shortened Interest Period and Historic Term SOFR: If paragraph (b) above applies but no Term SOFR is available for the Interest Period of any Term SOFR Loan and it is not possible to calculate the Interpolated Term SOFR, the applicable Term SOFR Reference Rate shall be the Historic Term SOFR for that Term SOFR Loan. (d) Cost of funds: If paragraph (b) above applies but it is not possible to calculate the Reference Rate, there shall be no Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period. 10.2 Market disruption If before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan equal or exceed 50 per cent. of the Loan or that part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of the Market Disruption Rate then Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period. 10.3 Cost of funds (a) If this Clause 10.3 (Cost of funds) applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of: (i) the Margin; and (ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum its costs of funds relating to its participation in the Loan or that part of the Loan. (b) If this Clause 10.3 (Cost of funds) applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 15 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

 
57 EUROPE/73490034v16 (c) Subject to Clause 44.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties. (d) If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub- paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero. (e) If this Clause 10.3 (Cost of funds) applies pursuant to Clause 10.2 (Market disruption) and: (i) a Lender's Funding Rate is less than the Market Disruption Rate; or (ii) a Lender does not notify a rate by the time specified in sub-paragraph (ii) of paragraph (a) above, that Lenders cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate. 10.4 Break Costs (a) The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day prior to the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum. (b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become or may become payable. 11 FEES 11.1 Commitment fee (a) The Borrower shall pay to the Facility Agent (for the account of each Lender) a commitment fee computed at the rate of 35 per cent. per annum of the applicable Margin on that Lender's Available Commitment in respect of each Facility from time to time from the date of this Agreement until: (i) in respect of the Revolving Facility, the Termination Date for the Revolving Facility; or (ii) in respect of the Transition Facility and the Newbuild Facility, the applicable Availability Period for that Facility. (b) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during (i) the Termination Date for the Revolving Facility or (ii) the relevant Availability Period for the Transition Facility and the Newbuild Facility, on the last day of the relevant Termination Date or Availability Period and, if cancelled, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

 
58 EUROPE/73490034v16 11.2 Mandated Lead Arranger / Bookrunner fee The Borrower shall pay to the Mandated Lead Arrangers and the Bookrunners an arrangement fee in the amount and at the times agreed in a Fee Letter. 11.3 Lead Arranger fees The Borrower shall pay to the Lead Arrangers arrangement fees in the amount and at the times agreed in a Fee Letter.

 
59 EUROPE/73490034v16 SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS 12 TAX GROSS UP AND INDEMNITIES 12.1 Definitions (a) In this Agreement: "Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. "Tax Credit" means a credit against, relief or remission for, or repayment of any Tax. "Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction. "Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity). (b) Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination. (c) This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement. 12.2 Tax gross-up (a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. (c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance

 
60 EUROPE/73490034v16 Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 12.3 Tax indemnity (a) The Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent. 12.4 Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that: (a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and (b) that Finance Party has obtained and utilised and retained that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

 
61 EUROPE/73490034v16 12.5 Stamp taxes The Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document. 12.6 VAT (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or

 
62 EUROPE/73490034v16 the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply. 12.7 FATCA Information (a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation or exchange of information regime. (b) If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information. 12.8 FATCA Deduction (a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase

 
63 EUROPE/73490034v16 any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. (b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties. 13 INCREASED COSTS 13.1 Increased costs (a) Subject to Clause 13.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of: (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or (ii) compliance with any law or regulation made, in each case after the date of this Agreement; or (iii) the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV. (b) In this Agreement: (i) "Basel III" means: (A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (B) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III". (ii) "CRD IV" means: (A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by Regulation (EU) 2019/876;

 
64 EUROPE/73490034v16 (B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by Directive (EU) 2019/878; and (C) any other law or regulation which implements Basel III. (iii) "Increased Costs" means: (A) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital; (B) an additional or increased cost; or (C) a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document. 13.2 Increased cost claims (a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower. (b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs. 13.3 Exceptions Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is: (a) attributable to a Tax Deduction required by law to be made by an Obligor; (b) attributable to a FATCA Deduction required to be made by a Party; (c) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied); (d) compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost); (e) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or (f) incurred by a Hedge Counterparty in its capacity as such.

 
65 EUROPE/73490034v16 14 OTHER INDEMNITIES 14.1 Currency indemnity (a) If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of: (i) making or filing a claim or proof against that Obligor; or (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum. (b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable. (c) This Clause 14.1 (Currency indemnity) does not apply to any sum due to a Hedge Counterparty in its capacity as such. 14.2 Other indemnities (a) Each Obligor shall, on demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in an Advance requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Secured Party alone); or (iv) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) Each Obligor shall, on demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"), against any documented cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the

 
66 EUROPE/73490034v16 Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person. (c) Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any documented cost, loss or liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Laws; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act. 14.3 Mandatory Cost The Borrower shall, on demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with: (a) in the case of a Lender lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and (b) in the case of any Lender lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions), which, in each case, is referable to that Lender's participation in the Loan. 14.4 Indemnity to the Facility Agent Each Obligor shall, on demand, indemnify the Facility Agent against: (a) any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default; or (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and

 
67 EUROPE/73490034v16 (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents. 14.5 Indemnity to the Security Agent (a) Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any documented cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them: (i) in relation to or as a result of: (A) any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses); (B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (C) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security; (D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; (F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; (G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and (H) investigating any event which it reasonably believes is a Default. (ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct). (b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

 
68 EUROPE/73490034v16 15 MITIGATION BY THE FINANCE PARTIES 15.1 Mitigation (a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. (b) Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents. 15.2 Limitation of liability (a) Each Obligor shall, on demand, indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation). (b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if either: (i) a Default has occurred and is continuing; or (ii) in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. 16 COSTS AND EXPENSES 16.1 Transaction expenses The Obligors shall, on demand, pay the Facility Agent, the Security Agent and the Arrangers, the Bookrunners, the Global Coordinator the amount of all costs and expenses (including legal fees) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of: (a) this Agreement and any other documents referred to in this Agreement or in a Security Document; and (b) any other Finance Documents executed after the date of this Agreement. 16.2 Amendment costs If: (a) an Obligor requests an amendment, waiver or consent; or (b) an amendment is required either pursuant to Clause 34.9 (Change of currency) or as contemplated in Clause 44.4 (Changes to reference rates); or (c) an Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,

 
69 EUROPE/73490034v16 the Obligors shall, on demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement. 16.3 Enforcement and preservation costs The Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

 
70 EUROPE/73490034v16 SECTION 7 GUARANTEE 17 GUARANTEE AND INDEMNITY 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on written demand by the Facility Agent pay that amount as if it were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand by the Facility Agent against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee. 17.2 Continuing guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. 17.3 Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 17 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred. 17.4 Waiver of defences The obligations of each Guarantor under this Clause 17 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including: (a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

 
71 EUROPE/73490034v16 (b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Obligor or other person or any non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person; (e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g) any insolvency or similar proceedings. 17.5 Immediate recourse (a) Each Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. (b) Each Guarantor acknowledges the right of the Facility Agent pursuant to Clause 27.18 (Acceleration) to enforce or direct the Security Agent to enforce or exercise any or all of its rights, remedies powers or discretions under any guarantee or indemnity contained in this Agreement. 17.6 Appropriations Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 17 (Guarantee and Indemnity).

 
72 EUROPE/73490034v16 17.7 Deferral of Guarantors' rights All rights which any Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity): (a) to be indemnified by an Obligor; (b) to claim any contribution from any third party providing security for, or any other guarantor of, any Obligor's obligations under the Finance Documents; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party; (d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity); (e) to exercise any right of set-off against any Obligor; and/or (f) to claim or prove as a creditor of any Obligor in competition with any Secured Party. If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (Payment Mechanics). 17.8 Additional security This guarantee and any other Security given by a Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents. 17.9 Applicability of provisions of Guarantee to other Security Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Guarantors' rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

 
73 EUROPE/73490034v16 SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 18 REPRESENTATIONS 18.1 General Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to each Finance Party on the date of this Agreement. 18.2 Status It is duly incorporated, validly existing and in good standing under the laws of Belgium. 18.3 Binding obligations The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations. 18.4 Validity, effectiveness and ranking of Security (a) Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create, subject to the Perfection Requirements, the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective. (b) No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it. (c) Subject to the Perfection Requirements, the Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking Security. (d) No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security. 18.5 Non-conflict with other obligations The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with: (a) any law or regulation applicable to it; (b) its constitutional documents; or (c) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument. 18.6 Power and authority (a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

 
74 EUROPE/73490034v16 (i) its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and (ii) in the case of Guarantor A, its registration of Ship 23 under its Approved Flag. (b) No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party. 18.7 Validity and admissibility in evidence All Authorisations required or desirable: (a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and (b) to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and are in full force and effect. 18.8 Governing law and enforcement (a) The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions. (b) Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions. 18.9 Insolvency No: (a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or (b) creditors' process described in Clause 27.9 (Creditors' process), has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 27.7 (Insolvency) applies to a member of the Group. 18.10 No filing or stamp taxes Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents.

 
75 EUROPE/73490034v16 18.11 Deduction of Tax It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party. 18.12 No default (a) No Event of Default and, on the date of this Agreement and on each Utilisation Date, no Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document. (b) No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or to which its assets are subject which is reasonably likely to have a Material Adverse Effect. 18.13 No misleading information (a) Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated. (b) The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions. (c) Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect. 18.14 Financial Statements (a) Its Original Financial Statements were prepared in accordance with IFRS consistently applied. (b) Its Original Financial Statements fairly present its financial condition as at the end of the relevant financial year and its results of operations during the relevant financial year (consolidated in the case of the Borrower). (c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Borrower) since 31 December 2022. (d) Its most recent financial statements delivered pursuant to Clause 19.2 (Financial statements): (i) have been prepared in accordance with Clause 19.4 (Requirements as to financial statements); and (ii) fairly present its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Borrower). (e) Since the date of the most recent financial statements delivered pursuant to Clause 19.2 (Financial statements) there has been no material adverse change in its business, assets or

 
76 EUROPE/73490034v16 financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor). 18.15 Pari passu ranking Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 18.16 No proceedings pending or threatened (a) No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency, which might reasonably be expected to have a Material Adverse Effect, have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any other Transaction Obligor. (b) No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor. 18.17 Validity and completeness of the Deed of Release and Shipbuilding Contracts (a) Each of the Shipbuilding Contracts constitute legal, valid, binding and enforceable obligations of the relevant Builder. (b) The copies of the Deeds of Release and Shipbuilding Contracts delivered to the Facility Agent before the date of this Agreement are true and complete copies. (c) No amendments or additions to the Deeds of Release or Shipbuilding Contracts have been agreed nor have any rights under the Deeds of Release or Shipbuilding Contracts been waived. 18.18 No rebates etc. There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to any Obligor, the Builder, the Seller or a third party in connection with the purchase by a Guarantor of a Ship, other than as disclosed to the Facility Agent in writing on or before the date of this Agreement. 18.19 Valuations (a) All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given. (b) It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer. (c) There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of

 
77 EUROPE/73490034v16 that valuation which, in either case, renders that information untrue or misleading in any material respect. 18.20 No breach of laws It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect. 18.21 No Charter Except as disclosed by the Borrower to the Security Agent in writing on or before the date of this Agreement, no Ship is subject to any Long Term Charter. 18.22 Compliance with Environmental Laws All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with. 18.23 No Environmental Claim No Environmental Claim has been made or threatened against any member of the Group or any Ship. 18.24 No Environmental Incident No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred. 18.25 ISM and ISPS Code compliance All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, each Guarantor, each Approved Technical Manager (in so far as the Ships are concerned) and each Ship have been complied with. 18.26 Taxes paid (a) It is not and no other member of the Group is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax. (b) No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes. 18.27 Overseas companies No Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

 
78 EUROPE/73490034v16 18.28 Good title to assets It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted. 18.29 Ownership (a) The Borrower is the sole legal and beneficial owner of each of Ship (other than Ship 23, Ship 34, Ship 35 or Ship 36), its Earnings and its Insurances. (b) Guarantor A is the sole legal and beneficial owner of Ship 23, its Earnings and its Insurances. (c) On the Utilisation Date of the relevant Advance under the Newbuild Facility, the Borrower will be the sole legal and beneficial owner of Ship 34, Ship 35and Ship 36, its Earnings and its Insurances. (d) With effect on and from the date of its creation or intended creation, each Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Obligor. (e) The constitutional documents of each Obligor do not and could not restrict or inhibit any transfer of the shares of the Obligors on creation or enforcement of the security conferred by the Security Documents. (f) The legal title to and beneficial interest in all the shares in Guarantor A is held by the Borrower free of any Security or any other claim. 18.30 Centre of main interests and establishments For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (the "Regulation"), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in Belgium and it has no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction. 18.31 Place of business The Borrower will notify the Facility Agent if it has a place of business in any jurisdiction which would require a Finance Document to which it is a party to be registered, filed or recorded with any court or authority in that jurisdiction or if the centre of its main interests changes. 18.32 Sanctions (a) The Borrower has instituted and maintains policies and procedures designed to prevent sanctions violations (by the Borrower and their Subsidiaries and by persons associated with the Borrower and their Subsidiaries). (b) Each Sanctions Relevant Person has been and is in compliance with all Sanctions Laws and no Sanctions Relevant Person: (i) is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; or

 
79 EUROPE/73490034v16 (ii) has received formal notice in writing of any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws. (c) No Sanctions Relevant Person is engaging or has engaged, directly or indirectly, in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach any Sanctions Laws. 18.33 No money laundering Without prejudice to the generality of Clause 3.1 (Purpose), in relation to the utilisation by the Borrower of the Advances granted or to be granted to it under this Agreement, the performance and discharge of its obligations and liabilities under the Finance Documents to which it is a party, and the transactions and other arrangements effected or contemplated by the Finance Documents to which it is a party, the Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive 2015/849/EC of the European Parliament and of the Council of the European Union of 20 May 2015). 18.34 Anti-Corruption Laws (a) The Borrower or its subsidiaries or, to the best of the Borrower's knowledge, any director, officer or employee, has conducted its business in compliance with all applicable Anti-Bribery and Corruption Laws and has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. (b) To the best of the Borrower's knowledge, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Group or any of its directors, officers or employees in relation to an alleged breach of the Anti-Bribery and Corruption Laws. (c) The Borrower will not directly or indirectly use, lend or contribute the proceeds raised under the Agreement for any purpose that would breach the Anti-Bribery and Corruption Laws. 18.35 Anti-Money Laundering Laws The operations of the Borrower are and have been conducted at all times in compliance with all applicable anti-money laundering statutes of all jurisdictions in which the Borrower conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency including regulations governing predicate offences for money laundering (collectively, "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or its management board with respect to Anti-Money Laundering Laws is pending and no such actions, suits or proceedings are threatened or contemplated. The Borrower has instituted and maintained, and will continue to maintain and enforce, policies and procedures which are designed to promote compliance with Anti-Money Laundering Laws. 18.36 US Tax Obligor No Obligor is a US Tax Obligor.

 
80 EUROPE/73490034v16 18.37 Repetition The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period. 19 INFORMATION UNDERTAKINGS 19.1 General The undertakings in this Clause 19 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit. 19.2 Financial statements The Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders: (a) as soon as possible, but in no event later than 120 days after the end of each financial year of the Borrower from and including the financial year ending 31 December 2022, the audited consolidated accounts of the Group and audited individual accounts of the Borrower; (b) as soon as possible, but in no event later than 75 days after the end of each financial half-year of the Borrower (which half-year end shall, for the avoidance of doubt, occur annually), the unaudited consolidated balance sheet of the Group certified as to its correctness by the chief financial officer of the Borrower and the audited individual balance sheet of the Borrower certified as to its correctness by an officer or director of the Borrower; (c) as soon as possible, but in no event later than 60 days after the end of each financial quarter of the Borrower and provided that these documents have not been published on the Borrower's website or sent to the Lenders in the form of a press release, unaudited consolidated income statements of the Group certified as to their correctness by the chief financial officer of the Borrower and unaudited individual income statements of the Borrower certified as to their correctness by an officer or director of the Borrower; (d) as soon as possible, but not later than 120 days after the end of each financial year of the Borrower, a financial projection for the Borrower and the Group for the next 3 years in a format which is acceptable to the Facility Agent; 19.3 Compliance Certificate (a) The Borrower shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraph (a), paragraph or (b) of Clause 19.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up. (b) Each Compliance Certificate shall be signed by the CFO of the Borrower and, if required to be delivered with the financial statements delivered pursuant to paragraph (a) of Clause 19.2 (Financial statements), shall be reported on by the Borrower's auditors.

 
81 EUROPE/73490034v16 19.4 Requirements as to financial statements (a) Each set of financial statements delivered by the Borrower pursuant to Clause 19.2 (Financial statements) shall be certified by a director of the relevant company as fairly presenting its financial condition and operations as at the date as at which those financial statements were drawn up. (b) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 19.2 (Financial statements) is prepared using IFRS. 19.5 DAC6 (a) In this Clause 19.5 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom. (b) The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests): (i) promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and (ii) promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available). 19.6 Information: miscellaneous Each Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests): (a) all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched; (b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect; (c) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal body or agency which is made against any member of the Group and which might have a Material Adverse Effect; (d) promptly, its constitutional documents where these have been amended or varied; (e) promptly, such further information and/or documents regarding:

 
82 EUROPE/73490034v16 (i) each Ship, goods transported on each Ship, its Earnings and its Insurances; (ii) the Security Assets; (iii) compliance of the Obligors with the terms of the Finance Documents; (iv) the financial condition, business and operations of any member of the Group, as any Finance Party (through the Facility Agent) may reasonably request; and (f) promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority. 19.7 Notification of Default (a) Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor). (b) Promptly upon a request by the Facility Agent, each Obligor shall supply to the Facility Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 19.8 Use of websites (a) Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the "Website Lenders") which accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the "Designated Website") if: (i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method; (ii) both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and (iii) the information is in a format previously agreed between the relevant Obligor and the Facility Agent. If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it. (b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent. (c) An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

 
83 EUROPE/73490034v16 (i) the Designated Website cannot be accessed due to technical failure; (ii) the password specifications for the Designated Website change; (iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website; (iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or (v) if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software. If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing. (d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Obligors shall comply with any such request within 10 Business Days. 19.9 "Know your customer" checks (a) If: (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; (ii) any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of an Obligor or of a Holding Company of a Transaction Obligor) after the date of this Agreement; or (iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. (b) Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party

 
84 EUROPE/73490034v16 (for itself) in order for that Servicing Party to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. 20 FINANCIAL COVENANTS 20.1 Financial Covenants The Borrower will ensure that the consolidated financial position of the Group shall at all times during the Security Period be such that: (a) Consolidated Working Capital shall not be less than $0; (b) Free Liquid Assets are not less than the higher of: (i) $50,000,000; and (ii) 5 per cent. of Total Indebtedness; and (c) the ratio of Stockholders' Equity to Total Assets is not less than 30 per cent, save that the Borrower and its Subsidiaries shall, until (and including) 30 September 2024, have the ability to remedy a breach of this paragraph (c) by (i) having cash and cash equivalents of at least 10 per cent. of Total Indebtedness and (ii) until the 6 month anniversary of the first Utilisation Date, increasing the minimum required security cover pursuant to Clause 25.1 (Minimum required security cover) to 135 per cent.. In this Clause 20 (Financial Covenants): "Cash" means, at any date of determination under this Agreement, the aggregate value of the Group's credit balances on any deposit, savings or current account and cash in hand with recognised and reputable banks or financial institutions but excluding any such credit balances and cash subject to a Security Interest at any time with remaining maturities of less than six Months; "Consolidated Current Assets" means, at any date of determination under this Agreement, the amount of the current assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts available under committed credit lines having remaining maturities of more than 12 months; "Consolidated Current Liabilities" means, at any date of determination under this Agreement, the amount of the current liabilities of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; "Consolidated Working Capital" means Consolidated Current Assets less Consolidated Current Liabilities; "Free Liquid Assets" means, at any date of determination under this Agreement, the aggregate amount of cash and cash equivalents of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those assets subject to Security (other than Security in favour of the Security Agent pursuant to this Agreement) at any time and, for the avoidance of doubt, "cash and cash equivalents" include any amounts available under committed credit lines having remaining maturities of more than 6 months;

 
85 EUROPE/73490034v16 "Latest Balance Sheet" means, at any date, the consolidated balance sheet of the Group most recently delivered to the Facility Agent pursuant to Clause 18.14 (Financial Statements) and/or most recently made publicly available; "Stockholders' Equity" means, at any date of determination under this Agreement, the amount of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; "Total Assets" means, at any date of determination under this Agreement, the amount of the total assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; and "Total Indebtedness" means, at any date of determination under this Agreement, the amount of long-term loans (including finance leases, banks loans and other long-term loans) and short- term loans of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet. 20.2 Change in IFRS If, at any time after the date of this Agreement, any mandatory change is made to IFRS or any applicable law relating to the financial reporting (including but not limited to accounting bases, policies, practices and procedures or reference periods) of the Group generally or any member of the Group individually and the effect of complying with that change would result in the value for "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" being materially different from its value if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement and of which the Lenders would reasonably expect to have been informed, the Borrower shall immediately notify the Facility Agent of that change and procure that, as soon as reasonably practicable thereafter, the Borrower's auditors deliver to the Facility Agent: a description of the change and what adjustments would need to be made to the financial statements of the Group following that change in order to reverse the effects of that change so that the values of "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" will be the same as if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement; and such information, in form and substance acceptable to the Facility Agent, as may be required: to enable the Lenders to determine whether there is a breach of any of the financial covenants in respect of the Group set out in Clause 20 (Financial Covenants) (based on IFRS and all applicable laws in effect at the date of this Agreement); and to assist the Lenders in making an accurate comparison between the financial position of the Group indicated in the financial statements prepared following the change and those prepared prior to it. In the event that the Lenders are satisfied that, based on the information provided by the Borrower's auditors, the financial covenants in Clause 20.1 (Financial Covenants) have been complied with, the Lenders and the Borrower shall enter into discussions with a view to agreeing amendments to this Agreement so as to mitigate the effect of the change.

 
86 EUROPE/73490034v16 20.3 Change of accounting period The Borrower shall not change its fiscal year end date being 31 December. 21 GENERAL UNDERTAKINGS 21.1 General The undertakings in this Clause 20.1 (General Undertakings) remain in force throughout the Security Period and in the case of each Ship from the date on which a Mortgage is executed in respect of that Ship, except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit. 21.2 Authorisations Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; (b) supply certified copies to the Facility Agent of, any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to: (i) perform its material obligations under the Transaction Documents to which it is a party; (ii) ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of each Ship of any Transaction Document to which it is a party; (iii) own and operate each Ship (in the case of the Borrower or the Guarantors); and (c) without prejudice to the generality of the above, ensure that if, but for the obtaining of an Authorisation, an Obligor would be in breach of any of the provisions of this Agreement which relate to Sanctions Laws or, by reason of Sanctions Laws, would be prohibited from performing any provision of this Agreement, such an Authorisation is obtained so as to avoid such breach or to enable such performance. 21.3 Compliance with laws Each Obligor shall comply in all respects with all laws and regulations to which it may be subject. 21.4 Environmental compliance Each Obligor shall: (a) comply with all Environmental Laws; (b) obtain, maintain and ensure compliance with all requisite Environmental Approvals; (c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law.

 
87 EUROPE/73490034v16 21.5 Environmental Claims Each Obligor shall (through the Borrower) promptly upon becoming aware of the same, inform the Facility Agent in writing of: (a) any Environmental Claim against any member of the Group which is current, pending or threatened; and (b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group. 21.6 Taxation (a) Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that: (i) such payment is being contested in good faith; (ii) adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 19.2 (Financial statements); and (iii) such payment can be lawfully withheld. (b) No Obligor changes its residence for Tax purposes. 21.7 Overseas companies Each Obligor shall promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009. 21.8 No change to centre of main interests No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 18.30 (Centre of main interests and establishments) and it will create no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction. 21.9 Pari passu ranking Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies. 21.10 Title (a) The Borrower shall hold the legal title to, and own the entire beneficial interest in each Ship (other than Ship 23, 34, Ship 35 or Ship 36), its Earnings and its Insurances.

 
88 EUROPE/73490034v16 (b) Guarantor A shall hold the legal title to, and own the entire beneficial interest in Ship 23, its Earnings and its Insurances; (c) From the Utilisation Date of the relevant Advance under the Newbuild Facility, the Borrower shall hold the legal title to, and own the entire beneficial interest in Ship 34, Ship 35 and Ship 36, its Earnings and its Insurances. (d) With effect on and from its creation or intended creation, each Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security created or intended to be created by such Obligor. 21.11 Negative pledge (a) No Obligor shall create or permit to subsist any Security over any of its assets. (b) No Obligor shall: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above do not apply to any Permitted Security. (d) No Security shall be created in respect of the share capital of the Guarantors (e) Each ship in the A Fleet shall remain free from encumbrances from the Utilisation Date of the relevant Advance that refinances that part of the A Fleet Existing Indebtedness in relation to that A Fleet ship. 21.12 Disposals (a) No Obligor shall, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances) except in the ordinary course of business and excluding the sale of the A Fleet. (b) Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 23.14 (Restrictions on chartering, appointment of managers etc.). 21.13 Merger No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than with CMB.TECH.

 
89 EUROPE/73490034v16 21.14 Change of business (a) The Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower or the Group from that carried on at the date of this Agreement, except if as a consequence of the merger with CMB.TECH. (b) No Guarantor shall engage in any business other than the ownership and operation of its Ship, except if as a consequence of the merger with CMB.TECH. 21.15 Maintenance of status The Borrower will maintain its separate corporate existence under the laws of, and the centre of its main interests in, Belgium and the Borrower shall maintain its listing on the First Market of Euronext Brussels or the New York Stock Exchange or such other reputable international stock exchange approved by the Facility Agent (acting on the instructions of the Majority Lenders) in writing, such approval not to be unreasonably withheld or delayed. 21.16 Financial Indebtedness The Borrower shall not, without the prior consent of the Majority Lenders, incur any Financial Indebtedness or grant any guarantee in respect of Financial Indebtedness: (a) if as a result of incurring that Financial Indebtedness or incurring the contingent liability under that guarantee (as assessed in accordance with IFRS), an Event of Default would occur, or one or more of the financial covenants in respect of the Borrower set out in Clause 20 (Financial Covenants) would be breached, on the date of such incurrence; or (b) in the case of any Financial Indebtedness incurred with a subsidiary of the Borrower, unless such Financial Indebtedness is subordinated to all Financial Indebtedness incurred under the Finance Documents on terms acceptable to the Facility Agent (acting on the instructions of the Majority Lenders). 21.17 Dividends (a) The Borrower may: (i) declare or make any dividend payment or distribution, whether in cash or kind; (ii) repurchase any of its shares or undertake other similar transaction (including, but not limited to total return swaps related to shares in the Borrower); or (iii) grant any loans or make other distributions or transactions constituting a transfer of value to its shareholders, provided that: (iv) no Event of Default or Potential Event of Default has occurred and is continuing or would result upon payment of the proposed dividend, distribution or buy-back; (v) the payment of such dividend or distribution or completion of such buy-back would not cause any breach of any of the financial covenants set out in Clause 20 (Financial Covenants); and

 
90 EUROPE/73490034v16 (vi) immediately after the payment of such dividend or distribution or completion of such buy-back the Borrower and its Subsidiaries maintain minimum Free Liquid Assets of $100,000,000. (b) For the purposes of this Clause 21.17 (Dividends), "Free Liquid Assets" means at any relevant time, the aggregate amount of cash and cash equivalents of the Borrower determined on a consolidated basis in accordance with IFRS and as shown in the Borrower's latest balance sheet, but excluding any of those assets subject to a security interest at any time and, “cash and cash equivalents” shall include any amounts available under committed credit lines having remaining maturities of more than 6 months. 21.18 Restriction on arrangements with Majority Shareholder (a) The Borrower will not (and will procure that no member of the Group will): (i) enter into any cash pooling arrangements with any Majority Shareholder; (ii) subject to paragraph (b) be a creditor of any Majority Shareholder in respect of any Financial Indebtedness or provide any loan or other credit to any person with the intention that a corresponding loan or corresponding other credit may be provided to any Majority Shareholder; or (iii) subject to paragraph (c), charter, lease, sell or otherwise transfer the ownership of any assets to any Majority Shareholder. (b) Notwithstanding sub-paragraph (ii) of paragraph (a), the Borrower may be a creditor of any Majority Shareholder in respect of any Financial Indebtedness or provide any loan or other credit to any person with the intention that a corresponding loan or corresponding other credit may be provided to any Majority Shareholder in each case on arms’ length terms and provided that the aggregate value of: (i) the sum of such loans and other credit; and (ii) any other distributions to shareholders made in accordance with Clause 21.17 (Dividends), advanced or paid in any running 12 month period shall never exceed 80 per cent. of the net annual profit of the Borrower in that running 12 month period. (c) Notwithstanding sub-paragraph (iii) of paragraph (a) of this Clause 21.18 (Restriction on arrangements with Majority Shareholder), the Borrower may acquire assets from any Majority Shareholder and charter, lease, sell or otherwise transfer the ownership of any assets to any Majority Shareholder in each case provided that such acquisition, charter, lease, sale or transfer of ownership (i) is on arms’ length terms; and (ii) does not result in a significant change in the Borrower’s ability to perform its obligations under this Agreement.

 
91 EUROPE/73490034v16 21.19 Unlawfulness, invalidity and ranking; Security imperilled No Obligor shall do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to: (a) make it unlawful or contrary to Sanctions Laws for an Obligor to perform any of its obligations under the Transaction Documents. (b) cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable; (c) cause any Transaction Document to cease to be in full force and effect; (d) cause any Transaction Security to rank after, or lose its priority to, any other Security; and (e) imperil or jeopardise the Transaction Security. 21.20 Compliance with Sanctions Laws The Borrower shall: (a) ensure that neither it, any Obligor nor any subsidiary of the Borrower is or will become a Restricted Party. (b) use reasonable endeavours to procure that no director, officer, employee, agent or representative of the Borrower, any Obligor or any subsidiary of the Borrower is or will become a Restricted Party; (c) procure that no proceeds of any Advance shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner or for a purpose that results or is reasonably likely to result in a violation of any Sanctions Laws; (d) and each other Obligor shall procure that no revenue or benefit derived from any activity or dealing with a Restricted Party shall be used, directly or indirectly in discharging any obligation due or owing to the Finance Parties to the extent such use would lead to non-compliance by it or any other Party with any applicable Sanctions Laws; (e) not, and shall procure that no other Obligor shall, have any business operations or other dealings in any country or territory which is the subject of Sanctions Laws; (f) procure that it will not (and the Borrower shall ensure that no other Sanctions Relevant Person will) cause any Obligor or any Finance Party to be in breach of Sanctions Laws and shall not, and shall procure that no Transaction Obligor shall take any action or make any omission that causes it or any Finance Party to become a Restricted Party; and (g) ensure that it and its Subsidiaries will comply in all respects with Sanctions Laws applicable to it or its Subsidiaries and shall ensure that appropriate controls and safeguards are in place designed to prevent any action being taken that would be contrary to the paragraphs of this Clause 21.20 (Compliance with Sanctions Laws). 21.21 Notification of Sanctions The Borrower shall:

 
92 EUROPE/73490034v16 (a) supply to the Facility Agent, promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanction Laws against (i) the Borrower, (ii) any other Sanctions Relevant Person or (iii) any owners of any Sanctions Relevant Person (other than any owner of the Borrower), as well as information on what steps are being taken with regards to answering or opposing the same; (b) inform the Facility Agent promptly upon becoming aware that any of (i) the Borrower, (ii) any other Sanctions Relevant Person or (iii) any owners of any Sanctions Relevant Person (other than any owner of the Borrower), has become or is likely to become a Restricted Party. 21.22 Further assurance (a) Each Obligor shall promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)): (i) to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of any of the Secured Parties provided by or pursuant to the Finance Documents or by law; (ii) to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents; (iii) to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or (iv) to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property. (b) Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents. (c) At the same time as an Obligor delivers to the Security Agent any document executed by itself pursuant to this Clause 21.22 (Further assurance), that Obligor shall deliver to the Security Agent reasonable evidence that that Obligor's execution of such document has been duly authorised by it.

 
93 EUROPE/73490034v16 21.23 Permitted Holders (a) The Permitted Holders shall: (i) at all times from the date of this Agreement to the date they become the legal and beneficial owner of the shares in the Borrower currently owned by Frontline Ltd / Famatown, own at least 25 per cent. of the share capital of the Borrower; and (ii) thereafter, own at least 34 per cent. of the share capital of the Borrower. (b) Marc Saverys, his direct lineal descendants, the personal estate of any of them and any trust or similar entity created for the sole benefit of any of those persons or their estates and family shall at all times: (i) own 100 per cent. of the share capital of CMB and/ or Saverco; and (ii) have the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of CMB and/or Saverco. 21.24 Sale of the A Fleet The sale of the A Fleet shall be concluded by delivery of the A Fleet ships to the relevant buyer by 31 March 2024, or such later date as agreed by the Facility Agent acting on the instructions of the Majority Lenders. 22 INSURANCE UNDERTAKINGS 22.1 General The undertakings in this Clause 22 (Insurance Undertakings) remain in force from the date of this Agreement and in the case of each Ship from the date on which a Mortgage is executed in respect of that Ship, throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit. 22.2 Maintenance of obligatory insurances The Borrower and each Guarantor (as relevant) shall keep the Ship owned by it insured at its expense against: (a) fire and usual marine risks (including hull and machinery and excess risks); (b) war risks; (c) protection and indemnity risks; and (d) any other risks against which the Facility Agent acting on the instructions of the Majority Lenders considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for the Borrower or a Guarantor to insure and which are specified by the Facility Agent by written notice to the Borrower or a Guarantor.

 
94 EUROPE/73490034v16 22.3 Terms of obligatory insurances The Borrower and each Guarantor shall effect such insurances: (a) in dollars; (b) in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of: (i) when aggregated with such insurances on the other Ships which are subject to a Mortgage, 125 per cent. of the Loan; and (ii) the Market Value of that Ship; (c) in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market; (d) in the case of protection and indemnity risks, in respect of the full tonnage of its Ship; (e) in the case of hull and machinery insured values of each Ship in an amount not less than 70 per cent. of the total insured value of that Ship; (f) on approved terms; and (g) through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations. 22.4 Further protections for the Finance Parties In addition to the terms set out in Clause 22.3 (Terms of obligatory insurances), the Borrower or each Guarantor (as relevant) shall procure that the obligatory insurances effected by it shall: (a) subject always to paragraph (b), name the Borrower and/or that Guarantor and/or the Approved Technical Manager (as relevant) as the named insured(s) unless the interest of every other named insured is limited: (i) in respect of any obligatory insurances for hull and machinery and war risks; (A) to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and (B) to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and (ii) in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it; and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between the Borrower and/or that Guarantor and every other named insured in proportion to the gross claims made or paid by

 
95 EUROPE/73490034v16 each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances; (b) whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance; (c) name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify; (d) provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made without set off, counterclaim or deductions or condition whatsoever; (e) provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and (f) provide that the Security Agent may make proof of loss if that Obligor fails to do so. 22.5 Renewal of obligatory insurances Each Obligor shall: (a) at least 21 days before the expiry of any obligatory insurance effected by it: (i) notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and (ii) obtain the Facility Agents' approval to the matters referred to in sub-paragraph (i) above; (b) before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent's approval pursuant to paragraph (a) above; and (c) procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal. 22.6 Copies of policies; letters of undertaking Each Obligor shall ensure that the Approved Brokers provide the Security Agent with: (a) pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and (b) a letter or letters of undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that:

 
96 EUROPE/73490034v16 (i) they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 22.4 (Further protections for the Finance Parties); (ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause; (iii) they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances; (iv) they will, if they have not received notice of renewal instructions from the relevant Obligor or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances; (v) if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions; (vi) they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Obligor under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and (vii) they will arrange for a separate policy to be issued in respect of the Ship owned by that Obligor forthwith upon being so requested by the Facility Agent. 22.7 Copies of certificates of entry Each Obligor shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provide the Security Agent with: (a) a copy of the certificate of entry for that Ship; (b) a letter or letters of undertaking in such form as may be required by the Facility Agent; and (c) a copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship. 22.8 Deposit of original policies Each Obligor shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed. 22.9 Payment of premiums Each Obligor shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

 
97 EUROPE/73490034v16 22.10 Guarantees Each Obligor shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect. 22.11 Compliance with terms of insurances (a) No Obligor shall do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part. (b) Without limiting paragraph (a) above, each Obligor shall: (i) take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 22.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval; (ii) not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances; (iii) make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and (iv) not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify. 22.12 Alteration to terms of insurances No Obligor shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance that shall have a material adverse effect on the position of the Lenders. 22.13 Settlement of claims Each Obligor shall: (a) not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and (b) do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

 
98 EUROPE/73490034v16 22.14 Provision of copies of communications Each Obligor shall provide the Security Agent, at the time of each such communication, with copies of all material written communications between that Obligor and: (a) the Approved Brokers; (b) the approved protection and indemnity and/or war risks associations; and (c) the approved insurance companies and/or underwriters, which relate directly or indirectly to: (i) that Obligor's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and (ii) any credit arrangements made between that Obligor and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances. 22.15 Provision of information Each Obligor shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) reasonably requests for the purpose of: (a) obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or (b) effecting, maintaining or renewing any such insurances as are referred to in Clause 22.16 (Mortgagee's interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances, and the Obligors shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses reasonably incurred by or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above. 22.16 Mortgagee's interest and additional perils insurances (a) The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee's interest additional perils insurance in an amount not exceeding 110 per cent. of the Loan, on such terms, through such insurers and generally in such manner as the Security Agent may from time to time consider appropriate. (b) The Obligors shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.

 
99 EUROPE/73490034v16 23 GENERAL SHIP UNDERTAKINGS 23.1 General The undertakings in this Clause 23 (General Ship Undertakings) remain in force on and from the date of this Agreement and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit. 23.2 Ships' names and registration The Borrower and each Guarantor shall, in respect of the Ship owned by it: (a) keep that Ship registered in its name under the Approved Flag from time to time at its port of registration; (b) not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled; (c) not enter into any dual flagging arrangement in respect of that Ship, without the consent of the Majority Lenders; and (d) not change the name of that Ship, provided that any agreed change of name or flag of a Ship shall be subject to: (i) that Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage on that Ship and if relevant related Deed of Covenant and on such other terms and in such other form as the Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require; and (ii) the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require. 23.3 Repair and classification The Borrower and each Guarantor shall keep the Ship owned by it in a good and safe condition and state of repair: (a) consistent with first class ship ownership and management practice; and (b) so as to maintain the Approved Classification free of overdue recommendations and conditions affecting that Ship's class. 23.4 Modifications Neither the Borrower nor Guarantor shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of that Ship or reduce its value.

 
100 EUROPE/73490034v16 23.5 Removal and installation of parts (a) Subject to paragraph (b) below, neither the Borrower nor a Guarantor shall remove any material part of any Ship, or any item of equipment installed on any Ship unless: (i) the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed; (ii) the replacement part or item is free from any Security other than a Permitted Security in favour of any person other than the Security Agent; and (iii) the replacement part or item becomes, on installation on that Ship, the property of the Borrower or that Guarantor and subject to the security constituted by the Mortgage on that Ship and if relevant the related Deed of Covenant. (b) The Borrower or a Guarantor (as relevant) may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by the Borrower or that Guarantor. 23.6 Surveys The Borrower and each Guarantor shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent, provide the Facility Agent, with copies of all survey reports. 23.7 Inspection The Borrower and each Guarantor shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Ship owned by it at all reasonable times (however, without interfering with that Ship’s operations or sailing schedule) to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. 23.8 Prevention of and release from arrest (a) The Borrower and each Guarantor shall, in respect of the Ship owned by it, promptly discharge: (i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its Earnings or its Insurances; (ii) all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances; and (iii) all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances. (b) The Borrower and each Guarantor shall immediately upon receiving notice of the arrest of the Ship owned by it or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require. 23.9 Compliance with laws etc. The Borrower and each Guarantor shall:

 
101 EUROPE/73490034v16 (a) comply, or procure compliance with all laws or regulations: (i) relating to its business generally; and (ii) relating to the Ship owned by it, its ownership, employment, operation, management and registration, including, but not limited to: (A) the ISM Code; (B) the ISPS Code; (C) all Environmental Laws; (D) all Anti-Bribery and Corruption Laws; (E) all Sanctions Laws; and (F) the laws of the Approved Flag; and (b) obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals. (c) The Borrower shall, and shall procure that each other Obligor that is a member of the Group shall, and shall ensure that all their respective directors, officers, or employees shall not directly or indirectly use the proceeds from this arrangement for any purpose that would constitute a breach of Anti-Money Laundering Laws (as such term is defined in Clause 18.35 (Anti-Money Laundering Laws)). 23.10 ISPS Code Without limiting paragraph (a) of Clause 23.9 (Compliance with laws etc.), the Borrower and each Guarantor shall: (a) procure that the Ship owned by it and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code; and (b) maintain an ISSC for that Ship; and (c) notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC. 23.11 Trading in war zones or excluded areas Neither the Borrower nor a Guarantor shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers or which is otherwise excluded from the scope of coverage of the obligatory insurances unless: (a) the prior written consent of the Security Agent has been given; and (b) the Borrower or that Guarantor (as relevant) has (at its expense) effected any special, additional or modified insurance cover which the Security Agent may require.

 
102 EUROPE/73490034v16 23.12 Provision of information Without prejudice to Clause 19.6 (Information: miscellaneous) the Borrower and each Guarantor shall, in respect of the Ship owned by it, promptly provide the Facility Agent with any information which it reasonably requests regarding: (a) that Ship, its employment, position and engagements; (b) the Earnings and payments and amounts due to its master and crew; (c) any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made by it in respect of that Ship; (d) any towages and salvages; and (e) its compliance, the Approved Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code, and, upon the Facility Agent's request, promptly provide copies of any current Charter relating to that Ship, of any current guarantee of any such Charter, the Ship's Safety Management Certificate and any relevant Document of Compliance. 23.13 Notification of certain events Each Obligor shall, in respect of the Ship owned by it, immediately notify the Facility Agent by email, confirmed forthwith by letter, of: (a) any casualty to that Ship which is or is likely to be or to become a Major Casualty; (b) any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss; (c) any requisition of that Ship for hire; (d) any requirement or recommendation made in relation to that Ship by any insurer or classification society or by any competent authority which is not immediately complied with; (e) any arrest or detention of that Ship exceeding seven days or any exercise or purported exercise of any lien on that Ship or the Earnings; (f) any intended dry docking of that Ship; (g) any Environmental Claim made against that Obligor or in connection with that Ship, or any Environmental Incident; (h) any claim for breach of the ISM Code or the ISPS Code being made against that Obligor, an Approved Manager or otherwise in connection with that Ship; or (i) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with; (j) any notice, or the Borrower or that Guarantor becoming aware, of any claim, action, suit, proceeding or investigation against any Obligor, any of its Subsidiaries or any of their respective directors, officers, employees or agents with respect to Sanctions Laws; or

 
103 EUROPE/73490034v16 (k) any circumstances which could give rise to a breach of any representation or undertaking in this Agreement, or any Event of Default, relating to Sanctions Laws, and the Borrower and each Guarantor shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to the Borrower and/or that Guarantor's, any such Approved Manager's or any other person's response to any of those events or matters. 23.14 Restrictions on chartering, appointment of managers etc. No Obligor shall, in relation to the Ship owned by it: (a) let that Ship on demise charter for any period; (b) enter into any charter in relation to any Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (c) charter any Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed; (d) appoint a manager of any Ship other than the Approved Managers or agree to any material alteration to the terms of an Approved Manager's appointment; or (e) put any Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $5,000,000 (or the equivalent in any other currency) unless either: (i) that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason; or (ii) the cost of such work is covered by insurances; or (iii) the Borrower owning the relevant Ship establishes to the reasonable satisfaction of the Facility Agent that it has sufficient funds to pay for the cost of such work. 23.15 Notice of Mortgage Each Obligor shall keep the relevant Mortgage registered against the Ship owned by it as a valid first priority or preferred (as relevant) mortgage, carry on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Obligor to the Security Agent. 23.16 Sharing of Earnings No Obligor shall enter into any agreement or arrangement for the sharing of any Earnings other than for the purposes of this Agreement or pursuant to Permitted Pooling Agreement. 23.17 Poseidon Principles Each Obligor shall at the cost of the Borrower, on or before 31st July in each calendar year, supply or procure the supply to the Facility Agent of all information necessary in order for any

 
104 EUROPE/73490034v16 Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to the Ship owned by it for the preceding calendar year provided always that, for the avoidance of doubt, such information shall be "Confidential Information" for the purposes of Clause 45 (Confidential Information) but the Borrower and the Guarantors acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender's portfolio climate alignment. 23.18 Inventory of Hazardous Materials The Borrower and each Guarantor shall maintain an Inventory of Hazardous Materials in respect of the Ship owned by it. 23.19 Green scrapping The Borrower and each Guarantor (as relevant) shall maintain a policy that provides that each vessel owned by any member of the Group or sold to an intermediary with the intention of being scrapped: (a) is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong Convention and/or the EU Ship Recycling Regulation; or (b) to the extent that the Hong Kong Convention has not been ratified or otherwise is not yet in force at the time of such scrapping, the Borrower shall use best endeavors to ensure that such vessel is scrapped in compliance with the Hong Kong Convention and/or the EU Ship Recycling Regulation. 23.20 Notification of compliance The Borrower and each Guarantor shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 23 (General Ship Undertakings). 24 ANTI-BOYCOTT REGULATIONS 24.1 Anti-Boycott Regulations (Lender) The representations, undertakings and Events of Default relating to Sanctions Laws shall not apply in favour of or for the benefit of any Lender that informs the Facility Agent that it is subject to the EU Blocking Regulation or Section 7 of the German Foreign Trade Ordinance (§ 7 Außenwirtschaftsverordnung) or a similar applicable anti-boycott law or regulation of any applicable jurisdiction (together with the EU Blocking Regulation and Section 7 of the of the German Foreign Trade Ordinance, and any similar successor EU law, the "Anti-Boycott Regulations"), to the extent that compliance with those provisions would violate some or all of the Anti-Boycott Regulations. 24.2 Restricted Lender (a) In connection with any amendment, waiver, determination or direction relating to any part of the representations, undertakings or Events of Default relating to Sanctions Laws of which a Lender does not have the benefit because such benefit would result in a violation by the

 
105 EUROPE/73490034v16 Lender of any Anti-Boycott Regulations (for the purpose of this paragraph (a), each a "Restricted Lender"), that Restricted Lender will, subject to paragraph (b) below, be excluded for the purpose of determining whether the consent of all Lenders or the Majority Lenders (whichever is required) has been obtained or whether the amendment, waiver, determination or direction by all the Lenders or the Majority Lenders (whichever is required) has been made or given. (b) The Facility Agent is only permitted to exclude the relevant Lender pursuant to paragraph (a), above for the purpose of determining whether the consent of all the Lenders or the Majority Lenders (whichever is required) has been obtained or whether the amendment, waiver, determination or direction by all the Lenders or the Majority Lenders (whichever is required) has been made or given, if following the Facility Agent's request for such consent, amendment, waiver, determination or direction by all the Lenders or the Majority Lenders (whichever is required) the respective Lender notifies the Facility Agent that it is a Restricted Lender for such purpose. 25 SECURITY COVER 25.1 Minimum required security cover Clause 25.2 (Provision of additional security; prepayment) applies if, (a) from the First Utilisation Date until the six Month anniversary thereof, the Facility Agent notifies the Borrower that: (i) the aggregate Market Value of each Ship then subject to a Mortgage; plus (ii) the net realisable value of additional Security previously provided under this Clause 25 (Security Cover), is below 125 per cent. of the Loan; and (b) at any time thereafter, the Facility Agent notifies the Borrower that: (i) the aggregate Market Value of each Ship then subject to a Mortgage; plus (ii) the net realisable value of additional Security previously provided under this Clause 25 (Security Cover), is below 135 per cent. of the Loan. 25.2 Provision of additional security; prepayment (a) If the Facility Agent serves a notice on the Borrower under Clause 25.1 (Minimum required security cover), the Borrower shall, on or before the date falling one Month after the date (the "Prepayment Date") on which the Facility Agent's notice is served, prepay such part of the Loan as shall eliminate the shortfall. (b) The Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders: (i) has a net realisable value at least equal to the shortfall; and

 
106 EUROPE/73490034v16 (ii) is documented in such terms as the Facility Agent may approve or require, before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation. 25.3 Value of additional vessel security The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) which constitutes a first preferred or first priority mortgage over a vessel shall be the Market Value of the vessel concerned. 25.4 Valuations binding Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards the Borrower. 25.5 Provision of information (a) Each Obligor shall promptly provide the Facility Agent and any shipbroker acting under this Clause 25 (Security Cover) with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation. (b) If an Obligor fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent. 25.6 Prepayment mechanism Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.4 (Voluntary prepayment of Term Facility) (but ignoring any restriction as to prepayments being made on the last day of the Interest Period) and provided that if any such prepayment is applied to all or any part of an Advance under the Revolving Facility, the Revolving Commitments shall be reduced by an amount equal to such prepayment. 25.7 Provision of valuations (a) The Market Value of a Ship at any date is that shown by the mean of two or, if specified below, three valuations: (i) in dollars; (ii) as at a date not more than 30 days previously or 60 days prior to a Utilisation Date; (iii) by an Approved Shipbroker; (iv) without physical inspection of that Ship; (v) on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment;

 
107 EUROPE/73490034v16 (vi) after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale, and if such valuations in respect of a Ship is carried out by Vessels Value or they differ by more than 10 per cent. the Market Value of that Ship shall be that shown by the mean of three such valuations. (b) The Borrower shall provide (at their own cost) the valuations addressed to the Facility Agent of each Ship which are required to determine its Market Value pursuant to this Clause 25.7 (Provision of valuations): (i) twice each year at the earlier of: (A) the same time as the Borrower provides to the Facility Agent the compliance certificates pursuant to Clause 19.2 (Financial Statements); and (B) if a compliance certificate has not been provided within 120 days after the end of a financial year of the Borrower, 150 days after the end of that financial year or, if a compliance certificate has not been provided within 75 days after the end of the first financial half-year of the Borrower in a financial year, 105 days after the end of that financial half-year; and (ii) after the occurrence of an Event of Default which is continuing, whenever requested by the Facility Agent. The Majority Lenders may at any time instruct the Facility Agent to arrange valuations to determine the Market Value of any Ship which is subject to a Mortgage. The cost of arranging such valuations shall be borne by the instructing Majority Lenders unless such valuations indicate a breach of the requirements of this Clause 25 (Security Cover), in which case the cost of such valuations shall be for the Borrower's account. 26 ACCOUNTS AND APPLICATION OF EARNINGS 26.1 Payment of Earnings Each Obligor shall ensure that, subject only to the provisions of the General Assignment to which it is a party, all the Earnings in respect of the Ship owned by it are paid in to its Earnings Account, Provided that the Earnings in respect of each Ship shall be available to the Borrower or the Guarantor as relevant unless an Event of Default has occurred and is continuing. 26.2 Location of Accounts Each Obligor shall promptly: (a) comply with any requirement of the Facility Agent as to the location or relocation of any Earnings Account; and (b) execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts.

 
108 EUROPE/73490034v16 27 EVENTS OF DEFAULT 27.1 General Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.18 (Acceleration) and Clause 27.19 (Enforcement of security). 27.2 Non-payment An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless: (a) its failure to pay is caused by: (i) administrative or technical error; or (ii) a Disruption Event; and (b) payment is made within three Business Days of its due date. 27.3 Specific obligations A breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 18.32 (Sanctions), Clause 21.10 (Title), Clause 21.11 (Negative pledge), Clause 21.18 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 21.20 (Delivery Security and other documentation and evidence), Clause 21.20 (Compliance with Sanctions Laws), Clause 22.2 (Maintenance of obligatory insurances), Clause 22.3 (Terms of obligatory insurances), Clause 22.5 (Renewal of obligatory insurances), Clause 21.21 (Notification of Sanctions), Clause 23.9 (Compliance with laws etc.) to the extent it relates to Sanctions Laws and Anti-Bribery and Corruption Laws, or, save to the extent such breach is a failure to pay and therefore subject to Clause 27.2 (Non- payment), Clause 25 (Security Cover). 27.4 Other obligations (a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific obligations)). (b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the Facility Agent giving notice to the Borrower or (if earlier) any Obligor becoming aware of the failure to comply. 27.5 Misrepresentation Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made. 27.6 Cross default (a) Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.

 
109 EUROPE/73490034v16 (b) Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described). (c) Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of any Obligor as a result of an event of default (however described). (d) Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor due and payable prior to its specified maturity as a result of an event of default (however described). (e) No Event of Default will occur under this Clause 27.6 (Cross default) in respect of a person other than an Obligor if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than $10,000,000 (or its equivalent in any other currency). 27.7 Insolvency (a) An Obligor: (i) is unable or admits inability to pay its debts as they fall due; (ii) is deemed to, or is declared to, be unable to pay its debts under applicable law; (iii) suspends or threatens to suspend making payments on any of its debts; or (iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness. (b) The value of the assets of any Obligor is less than its liabilities. (c) A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium. 27.8 Insolvency proceedings (a) Any corporate action, legal proceedings or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor; (ii) a composition, compromise, assignment or arrangement with any creditor of any Obligor; (iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Obligor or any of its assets; or (iv) enforcement of any Security over any assets of any Obligor, or any analogous procedure or step is taken in any jurisdiction.

 
110 EUROPE/73490034v16 (b) Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement. 27.9 Creditors' process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor having an aggregate value of $10,000,000 (other than an arrest or detention of a Ship referred to in Clause 27.13 (Arrest)). 27.10 Unlawfulness, invalidity and ranking (a) It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents. (b) Any obligation of an Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable. (c) Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective. (d) Any Transaction Security proves to have ranked after, or loses its priority to, any other Security. 27.11 Security imperilled Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy. 27.12 Cessation of business Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business. 27.13 Arrest Any arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Obligor within 60 days of such arrest or detention. 27.14 Expropriation The authority or ability of any member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Group or any of its assets other than: (a) an arrest or detention of a Ship referred to in Clause 27.13 (Arrest); or (b) any Requisition.

 
111 EUROPE/73490034v16 27.15 Repudiation and rescission of agreements An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security. 27.16 Litigation Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect. 27.17 Material adverse change Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect. 27.18 Acceleration On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders: (a) by notice to the Borrower: (i) cancel the Available Commitment of each Lender, whereupon they shall immediately be cancelled; (ii) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or (iii) declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or (b) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, and the Facility Agent may serve notices under sub-paragraphs (i), (ii) and (iii) of paragraph (a) above simultaneously or on different dates and any Servicing Party may take any action referred to in paragraph (b) above or Clause 27.19 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice. 27.19 Enforcement of security On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.18 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

 
112 EUROPE/73490034v16 SECTION 9 CHANGES TO PARTIES 28 CHANGES TO THE LENDERS AND HEDGE COUNTERPARTIES 28.1 Assignments and transfers by the Lenders Subject to this Clause 28 (Changes to the Lenders and Hedge Counterparties), a Lender (the "Existing Lender") may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, under the Finance Documents to another bank or financial institution, insurer or re-insurer, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender"). 28.2 Conditions of assignment or transfer (a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund; or (iii) made at a time when an Event of Default is continuing or a Sanctions Event has occurred and is continuing. (b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. (c) The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost). (d) Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions: (i) the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $10,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise; (ii) payment of the fee in accordance with Clause 28.3 (Assignment or transfer fee); and (iii) no transfer shall be made to a distressed debt fund (commonly known as a vulture fund). (e) An assignment will only be effective on:

 
113 EUROPE/73490034v16 (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as it would have been under if it had been an Original Lender; and (ii) performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. (f) Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender. (g) A transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer) is complied with. (h) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (h) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities. (i) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (j) For the purposes of this Clause 28.2 (Conditions of assignment or transfer), the definition of "Affiliate" in respect of Crédit Agricole Corporate and Investment Bank shall, for the avoidance of doubt, include any other member of Crédit Agricole Group, and in particular: (i) Crédit Agricole S.A.; (ii) Caisses Régionales de Crédit Agricole; (iii) Crédit Agricole Assurances;

 
114 EUROPE/73490034v16 (iv) LCL SA; and/or (v) any company or legal entity in which one or more of the companies or entities referred to in paragraphs (i) to (iv) above, together or separately, owns a direct majority interest. 28.3 Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $5,000. 28.4 Limitation of responsibility of Existing Lenders (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents; (ii) the financial condition of any Obligor; (iii) the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document, and any representations or warranties implied by law are excluded. (b) Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities throughout the Security Period. (c) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 28 (Changes to the Lenders and Hedge Counterparties); or (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.

 
115 EUROPE/73490034v16 28.5 Procedure for transfer (a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 28.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the "Discharged Rights and Obligations"); (ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the Security Agent, the Arrangers, the Bookrunners, the Global Coordinator the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arrangers, the Bookrunners, the Global Coordinator and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender". 28.6 Procedure for assignment (a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

 
116 EUROPE/73490034v16 (b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender. (c) Subject to Clause 28.10 (Pro rata interest settlement), on the Transfer Date: (i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement; (ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and (iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations. (d) Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer). 28.7 Copy of Transfer Certificate or Assignment Agreement to Borrower The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement. 28.8 Additional Hedge Counterparties (a) The Borrower or a Lender may request that a Lender or an Affiliate of a Lender becomes an Additional Hedge Counterparty, with the prior approval of the Majority Lenders and (in the case of a request by a Lender) the Borrower, by delivering to the Facility Agent a duly executed Hedge Counterparty Accession Letter. (b) The relevant Lender or Affiliate will become an Additional Hedge Counterparty when (i) the Facility Agent enters into the relevant Hedge Counterparty Accession Letter and (ii) the Borrower and relevant Obligors have entered into any supplemental documentation and/or addenda to any Mortgage as reasonably required by the Facility Agent (which the Borrower and those Obligors shall do upon the Facility Agent's request). 28.9 Security over Lenders' rights In addition to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders and Hedge Counterparties), each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

 
117 EUROPE/73490034v16 (a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank including, without limitation, any transfer of rights to a special purpose vehicle where Security over securities issued by such special purpose vehicle is to be created in favour of a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank); and (b) any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security shall: (i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or (ii) require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents. 28.10 Pro rata interest settlement (a) If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 28.5 (Procedure for transfer) or any assignment pursuant to Clause 28.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period): (i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and (ii) The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt: (A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and (B) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 28.10 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts. (b) In this Clause 28.10 (Pro rata interest settlement) references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees. (c) An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 28.10 (Pro rata interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified

 
118 EUROPE/73490034v16 group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents. 29 CHANGES TO THE OBLIGORS 29.1 Assignment or transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents. 29.2 Release of security (a) If a disposal of any asset subject to security created by a Security Document is made in the following circumstances: (i) the disposal is permitted by the terms of any Finance Document; (ii) the Lenders agree to the disposal; (iii) the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Security Document, the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any). (b) If the Security Agent is satisfied that a release is allowed under this Clause 29.2 (Release of security) (at the request and expense of the Borrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

 
119 EUROPE/73490034v16 SECTION 10 THE FINANCE PARTIES 30 THE FACILITY AGENT AND THE ARRANGERS 30.1 Appointment of the Facility Agent (a) Each of the Arrangers, the Bookrunners, the Global Coordinator, the Lenders and the Hedge Counterparties appoints the Facility Agent to act as its agent under and in connection with the Finance Documents. (b) Each of the Arrangers, the Bookrunners, the Global Coordinator, the Lenders and the Hedge Counterparties authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) As long as ING Bank, a branch of ING-DiBa AG is a Lender it releases the Facility Agent from restrictions of multi-representation of 181 Alt. 2 German Civil Code and similar applicable laws. 30.2 Instructions (a) The Facility Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties). (b) The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) Paragraph (a) above shall not apply:

 
120 EUROPE/73490034v16 (i) where a contrary indication appears in a Finance Document; (ii) where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties. (e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 44 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver. (f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties. (g) The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions. (h) Without prejudice to the remainder of this Clause 30.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties. (i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents. 30.3 Duties of the Facility Agent (a) The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature. (b) Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party. (c) Without prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement. (d) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

 
121 EUROPE/73490034v16 (e) If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (f) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Arrangers, the Bookrunners, the Global Coordinator, or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties. (g) The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). 30.4 Role of the Arrangers Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document. 30.5 No fiduciary duties (a) Nothing in any Finance Document constitutes the Facility Agent or the Arrangers as a trustee or fiduciary of any other person. (b) Neither the Facility Agent nor the Arrangers shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account. 30.6 Application of receipts Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 34.5 (Application of receipts; partial payments). 30.7 Business with the Group The Facility Agent and the Arrangers may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group. 30.8 Rights and discretions (a) The Facility Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any person:

 
122 EUROPE/73490034v16 (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and (iii) any notice or request made by the Borrower (other than a Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct. (g) Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents. (h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arrangers are obliged to do or omit to do anything if it would or might,

 
123 EUROPE/73490034v16 in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 30.9 Responsibility for documentation Neither the Facility Agent nor the Arrangers are responsible or liable for: (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arrangers, the Bookrunners, the Global Coordinator, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or (c) any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. 30.10 No duty to monitor The Facility Agent shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or (c) whether any other event specified in any Transaction Document has occurred. 30.11 Exclusion of liability (a) Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 34.11 (Disruption to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

 
124 EUROPE/73490034v16 (ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or (iii) any shortfall which arises on the enforcement or realisation of the Security Property; or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. (b) No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act. (c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose. (d) Nothing in this Agreement shall oblige the Facility Agent, the Arrangers, the Bookrunners, or the Global Coordinator, to carry out: (i) any "know your customer" or other checks in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party, on behalf of any Finance Party and each Finance Party confirms to the Facility Agent, the Arrangers, the Bookrunners and the Global Coordinator that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent, the Arrangers, the Bookrunners or the Global Coordinator.

 
125 EUROPE/73490034v16 (e) Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages. 30.12 Lenders' indemnity to the Facility Agent (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document). (b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor. 30.13 Resignation of the Facility Agent (a) The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower. (b) Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent. (d) If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 30 (The Facility Agent and the Arrangers) and any other term of this Agreement dealing with the rights or obligations of the Facility Agent

 
126 EUROPE/73490034v16 consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Facility Agent's resignation notice shall only take effect upon the appointment of a successor. (g) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent) and this Clause 30 (The Facility Agent and the Arrangers) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Borrower. (i) The consent of the Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent. 30.14 Confidentiality (a) In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party. (c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arrangers nor the Bookrunners nor the Global Coordinator are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

 
127 EUROPE/73490034v16 30.15 Relationship with the other Finance Parties (a) Subject to Clause 28.10 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Hedge Counterparty: (i) entitled to or liable for any payment due under any Finance Document on that day; and (ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day, unless it has received not less than five Business Days' prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement. (b) Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent and any reference to any instructions being given by or sought from any Finance Party or group of Finance Parties by or to the Security Agent in this Agreement must be given or sought through the Facility Agent. (c) Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause 37.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 37.2 (Addresses) and sub- paragraph (ii) of paragraph (a) of Clause 37.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender. 30.16 Credit appraisal by the Finance Parties Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent, the Arrangers, the Bookrunners and the Global Coordinator, that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to: (a) the financial condition, status and nature of each member of the Group; (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

 
128 EUROPE/73490034v16 (c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property; (d) the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and (e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets. 30.17 Facility Agent's management time (a) Any amount payable to the Facility Agent under Clause 14.4 (Indemnity to the Facility Agent), Clause 16 (Costs and Expenses) and Clause 30.12 (Lenders' indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees). 30.18 Deduction from amounts payable by the Facility Agent If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted. 30.19 Reliance and engagement letters Each Secured Party confirms that each of the Arrangers, the Bookrunners, the Global Coordinator, and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arrangers, the Bookrunners, the Global Coordinator, or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters. 30.20 Full freedom to enter into transactions Without prejudice to Clause 30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

 
129 EUROPE/73490034v16 (a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document); (b) to deal in and enter into and arrange transactions relating to: (i) any securities issued or to be issued by any Transaction Obligor or any other person; or (ii) any options or other derivatives in connection with such securities; and (c) to provide advice or other services to any Obligor or any person who is a party to, or referred to in, a Finance Document, and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters. 30.21 Amounts paid in error (a) If the Facility Agent pays an amount to another Party and the Facility Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds. (b) Neither: (i) the obligations of any Party to the Facility Agent; nor (ii) the remedies of the Facility Agent, (whether arising under this Clause 30.21 or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party). (c) All payments to be made by a Party to the Facility Agent (whether made pursuant to this Clause 30.21 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. (d) In this Agreement, "Erroneous Payment" means a payment of an amount by the Facility Agent to another Party which the Facility Agent determines (in its sole discretion) was made in error.

 
130 EUROPE/73490034v16 31 THE SECURITY AGENT 31.1 Trust (a) The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 31 (The Security Agent) and the other provisions of the Finance Documents. (b) Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions. (c) As long as ING Bank, a branch of ING-DiBa AG is a Finance Party it releases the Security Agent from restrictions of multi-representation of 181 Alt. 2 German Civil Code and similar applicable laws. 31.2 Parallel Debt (Covenant to pay the Security Agent) (a) Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt. (b) The Parallel Debt of an Obligor: (i) shall become due and payable at the same time as its Corresponding Debt; (ii) is independent and separate from, and without prejudice to, its Corresponding Debt. (c) For purposes of this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent: (i) is the independent and separate creditor of each Parallel Debt; (ii) acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). (d) The Parallel Debt of an Obligor shall be: (i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and (ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor shall be decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged,

 
131 EUROPE/73490034v16 in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt. (e) All amounts received or recovered by the Security Agent in connection with this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 34.5 (Application of receipts; partial payments). (f) This Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document. 31.3 Security Agent as French agent des sûretés (a) Each other Secured Party: (i) appoints the Security Agent to act as security agent (agent des sûretés) pursuant to articles 2488-6 et seq. of the French Code Civil acting in such a capacity in respect of the French law Mortgages; (ii) acknowledges and agrees that in accordance with such appointment as agent des sûretés, the provisions of this Clause 31.3 (Security Agent as French agent des sûretés) set forth the capacity in which the Security Agent as been so appointed, the purpose and the term of such appointment and the scope of its powers in connection with such appointment, for the purposes of article 2488-7 of the French Code Civil; (iii) irrevocably authorises the Security Agent acting in such capacity within the meaning of article 2488-6 of the French Code Civil without limitation: (A) to negotiate, accept and execute in its own name and for the benefit of each other Secured Party the French law Mortgages; (B) to take, register, administer and enforce any Security created or expressed to be created pursuant to the French law Mortgages; (C) to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the French law Mortgages, and more generally to take any action and exercise any right, power, prerogative and discretion upon the terms and conditions set out in this Agreement or under or in connection with the French law Mortgages and to protect the rights of the Secured Parties under or in connection with any Security and/or guarantee created thereunder, in each case together with any other right, power, prerogative and discretion which are incidental thereto; (D) as provided in the Transaction Documents, to release the Security and/or guarantee granted under the French law Mortgages; and (E) to take any action and exercise any right, power, authorities and discretion in accordance with this Agreement and the Transaction Documents. (b) The Security Agent accepts its appointment as “agent des sûretés” pursuant to this Clause and declares that it holds in its own name the Security created or expressed to be created pursuant to the French law Mortgages in its capacity as Security Agent (Agent des Sûretés) pursuant to articles 2488-6 et seq. of the French Code Civil for the benefit of the Finance Parties on the terms contained in this Agreement and the French law Mortgages and, accordingly, any action

 
132 EUROPE/73490034v16 taken by the Security Agent in connection with or for the purposes of the Security and the French law Mortgages in accordance with this Agreement and the French law Mortgages shall be deemed to be taken by the Security Agent acting as “agent des sûretés” in its own name and for the benefit of the Finance Parties. (c) The appointment of the Security Agent as “agent des sûretés” pursuant to this Clause 31.3 (Security Agent as French agent des sûretés) shall remain in force and effect until full payment and discharge of all the Secured Obligations (as such term is defined in the French law Mortgagees) under the French law Mortgagees in accordance with the Finance Documents, regardless of any payment or discharge in whole or in part of any Secured Obligation (as such term is defined in the French law Mortgagees) or the waiver by any of the Finance Parties of their rights to any security created under or pursuant to the Finance Documents. (d) The parties acknowledge that the rights and assets acquired by the Security Agent in carrying out its functions hereunder constitute separate property (patrimoine affecté) allocated thereto, distinct from the Security Agent’s own property (patrimoine propre); (e) To the fullest extent permitted by law, the Security Agent appointed pursuant to this Clause shall be entitled to exercise all rights and benefit from all protections conferred upon the Security Agent under this Agreement and any other Security Documents. (f) Any change of the Security Agent (remplacement conventionnel or remplacement judiciaire) appointed pursuant to this Clause shall be made in accordance with this Agreement and article 2488-11 of the French Code Civil. 31.4 Enforcement through Security Agent only The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.] 31.5 Instructions (a) The Security Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by: (A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties). (b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance

 
133 EUROPE/73490034v16 Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in a Finance Document; (ii) where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties. (iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of: (A) Clause 31.29 (Application of receipts); (B) Clause 31.30 (Permitted Deductions); and (C) Clause 31.31 (Prospective liabilities). (e) If giving effect to instructions given by the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 44 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver. (f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either: (i) it has not received any instructions as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties. (g) The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

 
134 EUROPE/73490034v16 (h) Without prejudice to the remainder of this Clause 31.5 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate. (i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents. 31.6 Duties of the Security Agent (a) The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature. (b) The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party. (c) Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (d) If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (e) The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). 31.7 No fiduciary duties (a) Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Obligor. (b) The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account. 31.8 Business with the Group The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group. 31.9 Rights and discretions (a) The Security Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that:

 
135 EUROPE/73490034v16 (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party. (c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that: (i) no Default has occurred; (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and (iii) any notice or request made by the Borrower (other than a Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (d) The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable. (f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (g) The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

 
136 EUROPE/73490034v16 (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct. (h) Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents. (i) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (j) Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 31.10 Responsibility for documentation None of the Security Agent, any Receiver or Delegate is responsible or liable for: (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arrangers, the Bookrunners, the Global Coordinator, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or (c) any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. 31.11 No duty to monitor The Security Agent shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or (c) whether any other event specified in any Transaction Document has occurred.

 
137 EUROPE/73490034v16 31.12 Exclusion of liability (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct; (ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or (iii) any shortfall which arises on the enforcement or realisation of the Security Property; or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. (b) No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act. (c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose. (d) Nothing in this Agreement shall oblige the Security Agent to carry out:

 
138 EUROPE/73490034v16 (i) any "know your customer" or other checks in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party, on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent. (e) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages. 31.13 Lenders' indemnity to the Security Agent (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the Security Agent's or Receiver's gross negligence or wilful misconduct) in acting as Security Agent or Receiver under the Finance Documents (unless the Security Agent or Receiver has been reimbursed by an Obligor pursuant to a Finance Document). (b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor. 31.14 Resignation of the Security Agent (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower. (b) Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.

 
139 EUROPE/73490034v16 (c) If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent. (d) The retiring Security Agent shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (e) The Security Agent's resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) the transfer, by way of a document expressed as a deed, of all the Security Property to that successor. (f) Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 31.26 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 14.5 (Indemnity to the Security Agent) and this Clause 31 (The Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower. (h) The consent of the Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent. 31.15 Confidentiality (a) In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party. (c) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any

 
140 EUROPE/73490034v16 other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty. 31.16 Credit appraisal by the Finance Parties Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to: (a) the financial condition, status and nature of each member of the Group; (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property; (c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property; (d) the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and (e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets. 31.17 Security Agent's management time (a) Any amount payable to the Security Agent under Clause 14.5 (Indemnity to the Security Agent), Clause 16 (Costs and Expenses) and Clause 31.13 (Lenders' indemnity to the Security Agent) shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees). (b) Without prejudice to paragraph (a) above, in the event of: (i) a Default; (ii) the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

 
141 EUROPE/73490034v16 (iii) the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances, the Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below. (c) If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties. 31.18 Reliance and engagement letters Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters. 31.19 No responsibility to perfect Transaction Security The Security Agent shall not be liable for any failure to: (a) require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Security Assets; (b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security; (c) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security; (d) take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or (e) require any further assurance in relation to any Finance Document. 31.20 Insurance by Security Agent (a) The Security Agent shall not be obliged: (i) to insure any of the Security Assets;

 
142 EUROPE/73490034v16 (ii) to require any other person to maintain any insurance; or (iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document, and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance. (b) Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request. 31.21 Custodians and nominees The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person. 31.22 Delegation by the Security Agent (a) Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such. (b) That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties. (c) No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate. 31.23 Additional Security Agents (a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it: (i) if it considers that appointment to be in the interests of the Secured Parties; or (ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.

 
143 EUROPE/73490034v16 (b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment. (c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent. 31.24 Acceptance of title The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title. 31.25 Releases Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable. 31.26 Winding up of trust If the Security Agent, with the approval of the Facility Agent determines that: (a) all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and (b) no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents, then (i) the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and (ii) any Security Agent which has resigned pursuant to Clause 31.14 (Resignation of the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document. 31.27 Powers supplemental to Trustee Acts The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and

 
144 EUROPE/73490034v16 the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise. 31.28 Disapplication of Trustee Acts Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000. 31.29 Application of receipts All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 31 (The Security Agent), the "Recoveries") shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 31 (The Security Agent)), in the following order of priority: (a) in discharging any sums owing to the Security Agent (in its capacity as such) (other than pursuant to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent))) or any Receiver or Delegate; (b) in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for application towards the discharge of all sums due and payable by any Obligor under any of the Finance Documents in accordance with Clause 34.5 (Application of receipts; partial payments); (c) if none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and (d) the balance, if any, in payment or distribution to the relevant Transaction Obligor. 31.30 Permitted Deductions The Security Agent may, in its discretion: (a) set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and (b) pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

 
145 EUROPE/73490034v16 31.31 Prospective liabilities Following enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 31.29 (Application of receipts) in respect of: (a) any sum to the Security Agent, any Receiver or any Delegate; and (b) any part of the Secured Liabilities, that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future. 31.32 Investment of proceeds Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 31.29 (Application of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of Clause 31.29 (Application of receipts). 31.33 Currency conversion (a) For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange. (b) The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion. 31.34 Good discharge (a) Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent. (b) The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated. 31.35 Amounts received by Obligors If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

 
146 EUROPE/73490034v16 31.36 Application and consideration In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The Security Agent). 31.37 Full freedom to enter into transactions Without prejudice to Clause 31.8 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled: (a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document); (b) to deal in and enter into and arrange transactions relating to: (i) any securities issued or to be issued by any Transaction Obligor or any other person; or (ii) any options or other derivatives in connection with such securities; and (c) to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document, and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters. 32 CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will: (a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; (b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or (c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

 
147 EUROPE/73490034v16 33 SHARING AMONG THE FINANCE PARTIES 33.1 Payments to Finance Parties If a Finance Party (other than a Hedge Counterparty) (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 34 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 34 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 34.5 (Application of receipts; partial payments). 33.2 Redistribution of payments The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 34.5 (Application of receipts; partial payments) towards the obligations of that Obligor to the Sharing Finance Parties. 33.3 Recovering Finance Party's rights On a distribution by the Facility Agent under Clause 33.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor. 33.4 Reversal of redistribution If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (a) each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and (b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

 
148 EUROPE/73490034v16 33.5 Exceptions (a) This Clause 33 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor. (b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party of the legal or arbitration proceedings; and (ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

 
149 EUROPE/73490034v16 SECTION 11 ADMINISTRATION 34 PAYMENT MECHANICS 34.1 Payments to the Facility Agent (a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case, specifies. 34.2 Distributions by the Facility Agent Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 34.3 (Distributions to an Obligor) and Clause 34.4 (Clawback and pre- funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrower in a Utilisation Request. 34.3 Distributions to an Obligor The Facility Agent may (with the consent of the Obligor or in accordance with Clause 35 (Set- Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied. 34.4 Clawback and pre-funding (a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b) Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

 
150 EUROPE/73490034v16 (c) If the Facility Agent is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower: (i) the Borrower shall on demand refund it to the Facility Agent; and (ii) the Lender by whom those funds should have been made available or, if the Lender fails to do so, the Borrower shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender. 34.5 Application of receipts; partial payments (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents; (ii) secondly, in or towards payment of any accrued interest and fees due but unpaid to the Lenders under this Agreement; (iii) thirdly, in or towards payment of any principal due but unpaid to the Lenders under this Agreement; (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents; (v) fifthly, in or towards payment of any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Hedge Counterparties under the Hedging Agreements; and (vi) sixthly, in or towards payment of any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties under the Hedging Agreements. (b) The Facility Agent shall, if so directed by the Lenders and the Hedge Counterparties, vary, or instruct the Security Agent to vary (as applicable), the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 34.6 No set-off by Obligors (a) All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. (b) Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

 
151 EUROPE/73490034v16 34.7 Business Days (a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). (b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date. 34.8 Currency of account (a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document. (b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. (c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency. 34.9 Change of currency (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably). (b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency. 34.10 Currency Conversion (a) For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange. (b) The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

 
152 EUROPE/73490034v16 34.11 Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 44 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 34.11 (Disruption to Payment Systems etc.); and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above. 35 SET-OFF A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 36 BAIL-IN Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of: (a) any Bail-In Action in relation to any such liability, including (without limitation): (i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

 
153 EUROPE/73490034v16 (ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and (iii) a cancellation of any such liability; and (b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability. 37 NOTICES 37.1 Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by letter. 37.2 Addresses The address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are: (a) in the case of the Borrower, that specified in Schedule 1 (The Parties); (b) in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party; (c) in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and (d) in the case of the Security Agent, that specified in Schedule 1 (The Parties), or any substitute address, or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice. 37.3 Delivery (a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer. (b) Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing Party shall specify for this purpose). (c) All notices from or to an Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

 
154 EUROPE/73490034v16 (d) Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors. (e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day. 37.4 Notification of address Promptly upon receipt of notification of an address or change of address pursuant to Clause 37.2 (Addresses) or changing its own address, the Facility Agent shall notify the other Parties. 37.5 Electronic communication (a) Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties: (i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and (ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice. (b) Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery. (c) Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose. (d) Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day. (e) Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 37.5 (Electronic communication). 37.6 English language (a) Any notice given under or in connection with any Finance Document must be in English. (b) All other documents provided under or in connection with any Finance Document must be: (i) in English; or

 
155 EUROPE/73490034v16 (ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 37.7 Hedging Agreement Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by the Borrower with a Hedge Counterparty in connection with the Facilities. 38 CALCULATIONS AND CERTIFICATES 38.1 Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate. 38.2 Certificates and determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 38.3 Day count convention Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice. 39 PARTIAL INVALIDITY If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 40 REMEDIES AND WAIVERS (a) No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law. (b) No variation or amendment of a Finance Document shall be valid unless in writing and signed by or on behalf of all the relevant Finance Parties in accordance with the provisions of Clause 44 (Amendments and waivers).

 
156 EUROPE/73490034v16 41 ENTIRE AGREEMENT (a) This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter. (b) Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or in any other Finance Document. 42 SETTLEMENT OR DISCHARGE CONDITIONAL Any settlement or discharge under any Finance Document between any Finance Party and any Obligor shall be conditional upon no security or payment to any Finance Party by any Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise. 43 IRREVOCABLE PAYMENT If the Facility Agent considers that an amount paid or discharged by, or on behalf of, an Obligor or by any other person in purported payment or discharge of an obligation of that Obligor to a Secured Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents. 44 AMENDMENTS AND WAIVERS 44.1 Required consents (a) Subject to Clause 44.2 (All Lender matters) and Clause 44.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties. (b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 44 (Amendments and Waivers). (c) Without prejudice to the generality of Clause 30.8 (Rights and discretions), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement. (d) Paragraph (c) of Clause 28.10 (Pro rata interest settlement) shall apply to this Clause 44 (Amendments and Waivers). 44.2 All Lender matters Subject to Clause 44.4 (Changes to reference rates), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

 
157 EUROPE/73490034v16 (b) a postponement to or extension of the date of payment of any amount under the Finance Documents; (c) a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the relevant Facility or Tranche; (f) a change to any Obligor other than in accordance with Clause 29 (Changes to the Obligors); (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 44 (Amendments and Waivers); (i) any change to the preamble (Background), Clause 2 (The Facilities), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 6.7 (Effect of cancellation and prepayment on scheduled repayments and reductions), Clause 7.6 (Mandatory prepayment on default under Shipbuilding Contract), Clause 7.7 (Mandatory prepayment on sale or Total Loss) or Clause 7.8 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 8 (Interest), Clause 18.33 (No money laundering), Clause 18.34 (Anti-Corruption Laws), Clause 23.9 (Compliance with laws etc.), Clause 21.20 (Compliance with Sanctions Laws), Clause 21.21 (Notification of Sanctions), Clause 26 (Accounts and application of Earnings), Clause 28 (Changes to the Lenders and Hedge Counterparties), Clause 33 (Sharing among the Finance Parties), Clause 48 (Governing Law) or Clause 49 (Enforcement); (j) (other than as expressly permitted by the provisions of any Finance Document), the nature or scope of: (i) the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity) or any other guarantee and indemnity forming part of the Finance Documents; (ii) the Security Assets; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); (k) the release or any material variation of the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity) or of any Transaction Security or any guarantee, indemnity or subordination arrangement set out in a Finance Document unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

 
158 EUROPE/73490034v16 44.3 Other exceptions (a) An amendment or waiver which relates to the rights or obligations of a Servicing Party, the Arrangers, the Bookrunners or the Global Coordinator (each in their capacity as such) may not be effected without the consent of that Servicing Party, the Arrangers, the Bookrunners or the Global Coordinator, as the case may be. (b) An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be effected without the consent of that Hedge Counterparty. (c) The Borrower and the Facility Agent, the Arrangers, the Bookrunners, the Global Coordinator, or the Security Agent, as applicable, may amend or waive a term of a Fee Letter to which they are party. (d) The relevant Hedge Counterparty and the relevant Borrower may amend, supplement or waive the terms of any Hedging Agreement if permitted by paragraph (f) of Clause 8.5 (Hedging). 44.4 Changes to reference rates (a) Subject to Clause 44.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate, amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and (ii) (A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate; (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); (C) implementing market conventions applicable to that Replacement Reference Rate; (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower.

 
159 EUROPE/73490034v16 (b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (or such longer time period in relation to any request which the Borrower and the Facility Agent may agree) of that request being made: (i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and (ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request. (c) In this Clause 44.4 (Changes to reference rates): "Published Rate" means: (a) SOFR; or (b) Term SOFR for any Quoted Tenor. "Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service. "Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. "Replacement Reference Rate" means a reference rate which is: (a) formally designated, nominated or recommended as the replacement for a Published Rate by: (i) the administrator of that Published Rate; or (ii) any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above; (b) in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or (c) in the opinion of the Majority Lenders and the Borrower, an appropriate successor or alternative to a Published Rate. 44.5 Obligor Intent Without prejudice to the generality of Clauses 1.2 (Construction) and 17.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement

 
160 EUROPE/73490034v16 or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. 45 CONFIDENTIAL INFORMATION 45.1 Confidentiality Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 45.2 (Disclosure of Confidential Information) and Clause 45.4 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 45.2 Disclosure of Confidential Information Any Finance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; (b) to any person: (i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (iii) appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 30.15 (Relationship with the other Finance Parties));

 
161 EUROPE/73490034v16 (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above; (v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; (vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes; (vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.9 (Security over Lenders' rights); (viii) which is a classification society or other entity which a Lender has engaged to make the calculations necessary to enable that Lender to comply with its reporting obligations under the Poseidon Principles; (ix) who is a Party, a member of the Group or any related entity of an Obligor; (x) as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or (xi) with the consent of the Borrower; in each case, such Confidential Information as that Finance Party shall consider appropriate if: (A) in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information; (B) in relation to sub-paragraphs (iv) and (viii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price- sensitive information; (C) in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; (c) to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading

 
162 EUROPE/73490034v16 of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; (d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information. 45.3 DAC6 Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU. 45.4 Disclosure to numbering service providers (a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information: (i) names of Obligors; (ii) country of domicile of Obligors; (iii) place of incorporation of Obligors; (iv) date of this Agreement; (v) Clause 48 (Governing Law); (vi) the names of the Facility Agent, the Arrangers, the Bookrunners and the Global Coordinator,; (vii) date of each amendment and restatement of this Agreement; (viii) amounts of, and names of, the Facilities (and any Tranches); (ix) amount of Total Commitments; (x) currency of the Facilities; (xi) type of Facilities; (xii) ranking of Facilities; (xiii) Termination Date(s) for Facilities;

 
163 EUROPE/73490034v16 (xiv) changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xiii) above; and (xv) such other information agreed between such Finance Party and the Borrower, to enable such numbering service provider to provide its usual syndicated loan numbering identification services. (b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider. (c) Each Obligor represents, that none of the information set out in sub-paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information. (d) The Facility Agent shall notify the Borrower and the other Finance Parties of: (i) the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and (ii) the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider. 45.5 Entire agreement This Clause 45 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information. 45.6 Inside information Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose. 45.7 Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower: (a) of the circumstances of any disclosure of Confidential Information made pursuant to sub- paragraph (v) of paragraph (b) of Clause 45.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 45 (Confidential Information).

 
164 EUROPE/73490034v16 45.8 Continuing obligations The obligations in this Clause 45 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of: (a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and (b) the date on which such Finance Party otherwise ceases to be a Finance Party. 46 CONFIDENTIALITY OF FUNDING RATES 46.1 Confidentiality and disclosure (a) The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and(c) below. (b) The Facility Agent may disclose: (i) any Funding Rate to the Borrower pursuant to Clause 8.4 (Notification of rates of interest); and (ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender. (c) The Facility Agent and each Obligor may disclose any Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate is otherwise bound by requirements of confidentiality in relation to it; (ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; (iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations,

 
165 EUROPE/73490034v16 proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and (iv) any person with the consent of the relevant Lender. 46.2 Related obligations (a) The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose. (b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender: (i) of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 46.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (ii) upon becoming aware that any information has been disclosed in breach of this Clause 46 (Confidentiality of Funding Rates). 46.3 No Event of Default No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 46 (Confidentiality of Funding Rates and Reference Bank Quotations). 47 COUNTERPARTS Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

 
166 EUROPE/73490034v16 SECTION 12 GOVERNING LAW AND ENFORCEMENT 48 GOVERNING LAW (a) This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. (b) Clause 2.3 (Security Agent as joint and several creditor) shall be governed by, and construed in accordance with, Belgian law. (c) Clause 31.3 (Security Agent as French agent des sûretés) shall be governed by, and construed in accordance with, French law. 49 ENFORCEMENT 49.1 Jurisdiction (a) Save as provided for in Clause 31.3 (Security Agent as French agent des sûretés), unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a "Dispute"). (b) All disputes arising out of or in connection with Clause 31.3 (Security Agent as French agent des sûretés) above or its interpretation or performance shall, as far as it relates to the French law Mortgages governed by French law, shall be heard before the relevant court within the jurisdiction of the Court of Appeal (cour d'appel) of Paris. (c) The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary. (d) To the extent allowed by law, this Clause 49.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions. 49.2 Service of process (a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales): (i) irrevocably appoints Euronav (UK) Agencies Ltd at its registered office for the time being, presently at 10 Bressenden Place, 1st Floor, Verde, SW1E 5DH, London, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and (ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

 
167 EUROPE/73490034v16 (b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose. This Agreement has been entered into on the date stated at the beginning of this Agreement.

 
168 EUROPE/73490034v16 SCHEDULE 1 THE PARTIES PART A THE OBLIGORS Name of Borrower Place of Incorporation Registration number (or equivalent, if any) Address for Communication Euronav NV Belgium 0860.402.767 De Gerlachekaai 20, B- 2000 Antwerp, Belgium Name of Guarantor Place of Incorporation Registration number (or equivalent, if any) Address for Communication Euronav Shipping NV Belgium 0544.986.976 De Gerlachekaai 20, B- 2000 Antwerp, Belgium

 
169 EUROPE/73490034v16 PART B THE ORIGINAL LENDERS Name of Original Lender Commitment Address for Communication Transition Facility Tranche A Tranche B Tranche C Tranche D Revolving Facility Total Nordea Bank Abp, filial i Norge $87,209,30 2.00 $11,046,5 12.00 $11,046,51 2.00 $11,046,51 2.00 $11,046,51 1.00 $168,604,65 1.00 $300,000,000. 00 Postal address: PO Box 1166 Sentrum, N-0107 Oslo, Norway ING Bank, a branch of ING-DiBa AG $72,674,41 9.00 $9,205,42 6.00 $9,205,426. 00 $9,205,426. 00 $9,205,427. 00 $140,503,87 6.00 $250,000,000. 00 Hamburger Allee 1 60486 Frankfurt am Main Germany Telephone: +49 69 27222 62 – 360/-350 KBC Bank NV $47,965,11 6.00 $6,075,58 2.00 $6,075,582. 00 $6,075,582. 00 $6,075,580. 00 $92,732,558. 00 $165,000,000. 00 Havenlaan 2 1080 Brussels Telephone: +3232029081 DNB (UK) Limited $46,511,62 8.00 $5,891,47 3.00 $5,891,473. 00 $5,891,473. 00 $5,891,472. 00 $89,922,481. 00 $160,000,000. 00 8th Floor The Walbrook Building 25 Walbrook London EC4N 8AF Telephone: 0207 621 1111 Telefax: 0207 283 6931 Skandinavisk a Enskilda $42,151,16 3.00 $5,339,14 7.00 $5,339,147. 00 $5,339,147. 00 $5,339,148. 00 $81,492,248. 00 $145,000,000. 00 Kungsträdgårdsgatan 8 111 47 Stockholm

 
170 EUROPE/73490034v16 Banken AB (publ) Sweden Crédit Agricole Corporate and Investment Bank $36,337,20 9.00 $4,602,71 3.00 $4,602,713. 00 $4,602,713. 00 $4,602,714. 00 $70,251,938. 00 $125,000,000. 00 12, place des Etats-Unis CS 70052 92547 Montrouge Cedex France Société Générale $36,337,20 9.00 $4,602,71 3.00 $4,602,713. 00 $4,602,713. 00 $4,602,714. 00 $70,251,938. 00 $125,000,000. 00 29 Boulevard Haussmann 75009 Paris France Belfius Bank NV/SA $5,813,954 .00 $736,434. 00 $736,434.0 0 $736,434.0 0 $736,434.0 0 $11,240,310. 00 $20,000,000.0 0 Rogierplein 11 B-1210 Brussels Belgium Telephone: +32 473 925 904

 
171 EUROPE/73490034v16 THE ORIGINAL HEDGE COUNTERPARTIES Name of Original Hedge Counterparty Address for Communication Belfius Bank NV/SA Rogierplein 11 B-1210 Brussels Belgium Telephone: +32 2 250 71 16 DNB Bank ASA, London Branch 8th Floor The Walbrook Building 25 Walbrook London EC4N 8AF Telephone: 0207 621 1111 Telefax: 0207 283 6931 ING Bank NV Foppingadreef 7 P.O. Box 1800 NL-1000 BV Amsterdam The Netherlands Attention: Operations / Derivatives / TRC 00.13 Email: Trade.Processing.Derivatives.AMS@INGBank.com Telephone: +31-20-563-8222 KBC Bank NV Havenlaan 2 1080 – Brussels Belgium Telephone: +3224174592 Nordea Bank Abp c/o Nordea Danmark, Filial af Nordea Bank Abp, Finland 7288 Derivatives Services

 
172 EUROPE/73490034v16 Postbox 850 DK-0900 Copenhagen C Denmark Tel: +45 55 47 51 71 Email: otc@nordea.com Legal and Documentation: c/o Nordea Danmark, Filial af Nordea Bank Abp, Finland Attn: Group Legal – Large Corporates & Institutions Legal Grønjordsvej 10 Postbox 850 DK-0900 Copenhagen C Denmark Tel: +45 70 33 33 33 Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 111 47 Stockholm Sweden

 
173 EUROPE/73490034v16 PART C THE SERVICING PARTIES Name of Facility Agent Address for Communication Nordea Bank ABp, Filial i Norge Loan Operations Dept: Structured Loan Services E-mail: sls.norway@nordea.com PO Box 1166 Sentrum, N-0107 Oslo, Norway Attention: Structured Loans and Collateral Services, Norway Agency Matters E-mail: agency.soosid@nordea.com PO Box 1166 Sentrum, N-0107 Oslo, Norway Attention: Loan Agency Team - NO Name of Security Agent Address for Communication Nordea Bank ABp, Filial i Norge Essendrops gate 7, 0368 Oslo, Norway Attn: Loan Agency Team - Norway

 
174 EUROPE/73490034v16 SCHEDULE 2 CONDITIONS PRECEDENT PART A CONDITIONS PRECEDENT TO INITIAL UTILISATION REQUEST 1 Obligors 1.1 Copies of the certificate of incorporation of the constitutional documents of each Obligor. 1.2 In each case if required for the provisions of the legal opinions referred to in paragraph 5, a copy of a resolution of the board of directors of each Obligor: (a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, a Utilisation Request and each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party. 1.3 If required for the provision of the legal opinions or by an Approved Flag for the purposes of registering a Mortgage, a copy or an original of the power of attorney of any Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party. 1.4 A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be exceeded. 1.5 A certificate of each Obligor that is incorporated outside the UK (signed by a director) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies. 1.6 A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 2 Other Documents 2.1 If relevant copies of each Hedging Agreement executed by a Hedge Counterparty and the Borrower. 3 Finance Documents

 
175 EUROPE/73490034v16 3.1 A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent). 3.2 A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to in this Schedule 2 (Conditions Precedent). 4 Security 4.1 A duly executed original of the Account Security in relation to each Account (and of each document to be delivered under it). 4.2 If relevant, a duly executed original of the Hedging Agreement Security in respect of the Borrower (and of each document to be delivered under it). 5 Legal opinions 5.1 A legal opinion of Watson Farley & Williams LLP, legal advisers to the Arrangers, the Bookrunners, the Global Coordinator, the Facility Agent and the Security Agent in England, substantially in the form distributed to the Original Lenders before signing this Agreement. 5.2 If an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arrangers, the Bookrunners, the Global Coordinator, the Facility Agent and the Security Agent in the relevant jurisdiction, substantially in the form distributed to the Original Lenders before signing this Agreement. 6 Other documents and evidence 6.1 Evidence that any process agent referred to in Clause 49.2 (Service of process), if not an Obligor, has accepted its appointment. 6.2 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document. 6.3 The Original Financial Statements of the Borrower. 6.4 The original of any mandates or other documents required in connection with the opening or operation of the Accounts. 6.5 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date. 6.6 Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their "know your customer" or similar identification procedures in relation to the transactions contemplated by the Finance Documents.

 
176 EUROPE/73490034v16 PART B CONDITIONS PRECEDENT TO INITIAL UTILISATION OF REVOLVING FACILITY 1 Borrower A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date of the initial Advance under the Revolving Facility. 2 Release of Existing Security An original of the relevant Deed(s) of Release and of each document to be delivered under or pursuant to it, together with evidence satisfactory to the Facility Agent of its due execution by the parties to it. 3 Ship and other security 3.1 A duly executed original of the General Assignment, the Mortgage and if relevant the Deed of Covenant in respect of each Core Ship and of each document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage in respect of each Core Ship has been duly registered or recorded (as relevant) as a valid first preferred or priority (as relevant) ship mortgage in accordance with the laws of the jurisdiction of its Approved Flag. 3.2 Documentary evidence that each Core Ship: (a) is definitively and permanently registered in the name of the Borrower or Guarantor (as relevant) under the Approved Flag applicable to that Core Ship; (b) is in the absolute and unencumbered ownership of the Borrower or Guarantor (as relevant) save as contemplated by the Finance Documents; (c) maintains the Approved Classification with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and (d) is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with. 3.3 Documents establishing that each Core Ship will, as from the Utilisation Date of the initial Advance under the Revolving Facility, be managed commercially by its Approved Commercial Manager and managed technically by its Approved Technical Manager on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with: (a) a Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager of each Core Ship; and (b) copies of the Inventory of Hazardous Materials relating to each Core Ship, the relevant Approved Technical Manager's Document of Compliance and of each Core Ship's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires), and of any other documents required under the ISM Code and the ISPS Code in relation to each Core Ship including without limitation an ISSC.

 
177 EUROPE/73490034v16 3.4 An opinion from an independent insurance consultant acceptable to the Facility Agent on such matters relating to the Insurances as the Facility Agent may require. 3.5 A valuation of each Core Ship, addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement and dated not earlier than 60 days before the Utilisation Date for the initial Advance under the Revolving Facility from an Approved Valuer. 4 Legal opinions Legal opinions of the legal advisers to the Arrangers, the Bookrunners, the Global Coordinator, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of each Core Ship and such other relevant jurisdictions as the Facility Agent may require. 5 Other documents and evidence 5.1 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the Utilisation Date for the initial Advance under the Revolving Facility. 5.2 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document referred to in Paragraph 3 (Ship and other security) above or for the validity and enforceability of any such Transaction Document.

 
178 EUROPE/73490034v16 PART C CONDITIONS PRECEDENT TO UTILISATION – TRANSITION FACILITY 1 Borrower A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date of the Advance under the Transition Facility. 2 Release of Existing Security An original of the relevant Deed(s) of Release and of each document to be delivered under or pursuant to it, together with evidence satisfactory to the Facility Agent of its due execution by the parties to it. 3 Ship and other security 3.1 A duly executed original of the General Assignment, the Mortgage and if relevant the Deed of Covenant in respect of each Transition Ship and of each document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage in respect of each Transition Ship has been duly registered or recorded (as relevant) as a valid first preferred or priority (as relevant) ship mortgage in accordance with the laws of the jurisdiction of its Approved Flag. 3.2 Documentary evidence that each Transition Ship: (a) is definitively and permanently registered in the name of the Borrower or Guarantor (as relevant) under the Approved Flag applicable to that Transition Ship; (b) is in the absolute and unencumbered ownership of the Borrower or Guarantor (as relevant) save as contemplated by the Finance Documents; (c) maintains the Approved Classification with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and (d) is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with. 3.3 Documents establishing that each Transition Ship will, as from the Utilisation Date of the Advance under the Transition Facility, be managed commercially by its Approved Commercial Manager and managed technically by its Approved Technical Manager on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with: (a) a Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager of each Transition Ship; and (b) copies of the Inventory of Hazardous Materials relating to each Transition Ship, the relevant Approved Technical Manager's Document of Compliance and of each Transition Ship's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires), and of any other documents required under the ISM Code and the ISPS Code in relation to each Transition Ship including without limitation an ISSC.

 
179 EUROPE/73490034v16 3.4 An opinion from an independent insurance consultant acceptable to the Facility Agent on such matters relating to the Insurances as the Facility Agent may require. 3.5 A valuation of each Transition Ship, addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement and dated not earlier than 60 days before the Utilisation Date for the Advance under the Transition Facility from an Approved Valuer. 4 Legal opinions Legal opinions of the legal advisers to the Arrangers, the Bookrunners, the Global Coordinator, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of each Transition Ship and such other relevant jurisdictions as the Facility Agent may require. 5 Other documents and evidence 5.1 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the Utilisation Date for the Advance under the Transition Facility. 5.2 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document referred to in Paragraph 3 (Ship and other security) above or for the validity and enforceability of any such Transaction Document.

 
180 EUROPE/73490034v16 PART D CONDITIONS PRECEDENT TO UTILISATION – NEWBUILD FACILITY 1 Borrower A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part D of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date for an Advance under the Newbuild Facility. 2 Ship and other security 2.1 A duly executed original of the General Assignment, the Mortgage and if applicable the Deed of Covenant in respect of the relevant Newbuild Ship and of each document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage in respect of that Newbuild Ship has been duly registered or recorded (as relevant) as a valid first preferred or priority (as relevant) ship mortgage in accordance with the laws of the jurisdiction of its Approved Flag. 2.2 Documentary evidence that the relevant Newbuild Ship: (a) has been unconditionally delivered by the Builder to, and accepted by, the Borrower or the Guarantor as relevant under the relevant Shipbuilding Contract and that the full purchase price payable and all other sums due to the Builder under that Shipbuilding Contract, other than the sums to be financed pursuant to the Utilisation of this Advance, have been paid to the Builder; (b) is definitively and permanently registered in the name of the Borrower or the Guarantor as relevant under the Approved Flag. (c) is in the absolute and unencumbered ownership of the Borrower or the Guarantor as relevant save as contemplated by the Finance Documents; (d) maintains the Approved Classification with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and (e) is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with. 2.3 Documents establishing that the relevant Newbuild Ship will, as from the Utilisation Date of the Advance, be managed commercially by its Approved Commercial Manager and managed technically by its Approved Technical Manager on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with: (a) a Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager for the relevant Newbuild Ship; and (b) copies of the Inventory of Hazardous Materials relating to the relevant Newbuild Ship, the relevant Approved Technical Manager's Document of Compliance and of the relevant Newbuild Ship's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires) and of any other

 
181 EUROPE/73490034v16 documents required under the ISM Code and the ISPS Code in relation to that Newbuild Ship including without limitation an ISSC. 2.4 An opinion from an independent insurance consultant acceptable to the Facility Agent on such matters relating to the Insurances as the Facility Agent may require. 2.5 A valuation of the relevant Newbuild Ship, addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement and dated not earlier than 60 days before the Utilisation Date for the Advance from an Approved Valuer. 3 Legal opinions Legal opinions of the legal advisers to the Arrangers, the Bookrunners, the Global Coordinator, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of the relevant Newbuild Ship and such other relevant jurisdictions as the Facility Agent may require. 4 Other documents and evidence 4.1 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the Utilisation Date for the Advance. 4.2 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document referred to in Paragraph 2 (Ship and other security) above or for the validity and enforceability of any such Transaction Document.

 
182 EUROPE/73490034v16 SCHEDULE 3 REQUESTS PART A UTILISATION REQUEST From: Euronav NV To: Nordea Bank Abp, filial i Norge Dated: [] Euronav NV – $1,290,000,000 Facilities Agreement dated [] 2023 (the "Agreement") 1 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow [the][an] Advance under [Tranche [A][B][C][D] of the Newbuild Facility] [the Transition Facility] [the Revolving Facility] on the following terms: Proposed Utilisation Date: [] (or, if that is not a Business Day, the next Business Day) Amount: $ [] or, if less, the Available Facility Interest Period for the [first] Advance: [] 3 We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) of the Agreement as they relate to the Advance to which this Utilisation Request refers is satisfied on the date of this Utilisation Request. 4 [The [net] proceeds of this Advance should be credited to [account]][This Advance is to be made in [whole][part] for the purpose of refinancing [identify maturing Advance under Revolving Facility]. 5 This Utilisation Request is irrevocable. Yours faithfully ____________________ [] authorised signatory for Euronav NV

 
183 EUROPE/73490034v16 PART B SELECTION NOTICE From: Euronav NV To: Nordea Bank Abp, filial i Norge Dated: [] Euronav NV – $1,290,000,000 Facilities Agreement dated [] 2023 (the "Agreement") 1 We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2 We request [that the next Interest Period for the [Transition] [Newbuild] Facility be [●]. 3 This Selection Notice is irrevocable. Yours faithfully ____________________ [] authorised signatory for Euronav NV

 
184 EUROPE/73490034v16 SCHEDULE 4 TRANSITION FACILITY REPAYMENT SCHEDULE # Repayment Outstanding Amount $ 375,000,000.00 1 $ 38,093,392.18 $ 336,906,607.82 2 $ 38,093,392.18 $ 298,813,215.65 3 $ 38,093,392.18 $ 260,719,823.47 4 $ 38,093,392.18 $ 222,626,431.30 5 $ 38,093,392.18 $ 184,533,039.12 6 $ 38,093,392.18 $ 146,439,646.95

 
185 EUROPE/73490034v16 SCHEDULE 5 REVOLVING FACILITY REPAYMENT SCHEDULE # Repayment Outstanding Amount $ 725,000,000.00 1 $ 39,558,591.48 $ 685,441,408.52 2 $ 39,558,591.48 $ 645,882,817.04 3 $ 39,558,591.48 $ 606,324,225.56 4 $ 39,558,591.48 $ 566,765,634.08 5 $ 39,558,591.48 $ 527,207,042.60 6 $ 39,558,591.48 $ 487,648,451.13 7 $ 39,558,591.48 $ 448,089,859.65 8 $ 39,558,591.48 $ 408,531,268.17 9 $ 39,558,591.48 $ 368,972,676.69 10 $ 39,558,591.48 $ 329,414,085.21

 
186 EUROPE/73490034v16 SCHEDULE 6 FORM OF TRANSFER CERTIFICATE To: Nordea Bank Abp, filial i Norge as Facility Agent From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender") Dated: [] Euronav NV – $1,290,000,000 Facilities Agreement dated [] 2023 (the "Agreement") 1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2 We refer to Clause 28.5 (Procedure for transfer) of the Agreement: (a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance with Clause 28.5 (Procedure for transfer) of the Agreement. (b) The proposed Transfer Date is []. (c) The Facility Office and address, attention details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) of the Agreement are set out in the Schedule. 3 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement. 4 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate. 5 This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law. 6 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

 
187 EUROPE/73490034v16 THE SCHEDULE Commitment/rights and obligations to be transferred [insert relevant details] [Facility Office address and attention details for notices and account details for payments.] [Existing Lender] [New Lender] By: [] By: [] This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as []. [Facility Agent] By: []

 
188 EUROPE/73490034v16 SCHEDULE 7 FORM OF ASSIGNMENT AGREEMENT To: Nordea Bank Abp, filial i Norge as Facility Agent and Euronav NV as Borrower, for and on behalf of each Obligor From: [the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender") Dated: [] Euronav NV – $1,290,000,000 Facilities Agreement dated [] 2023 (the "Agreement") 1 We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement. 2 We refer to Clause 28.6 (Procedure for assignment) of the Agreement: (a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender's Commitment and participations in the Loan under the Agreement as specified in the Schedule. (b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in the Loan under the Agreement specified in the Schedule. (c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above. (d) All rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender. 3 The proposed Transfer Date is []. 4 On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender. 5 The Facility Office and address and attention details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) of the Agreement are set out in the Schedule. 6 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement. 7 This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 28.7 (Copy of Transfer Certificate or

 
189 EUROPE/73490034v16 Assignment Agreement to Borrower) of the Agreement, to the Borrower (on behalf of each [Transaction] Obligor) of the assignment referred to in this Assignment Agreement. 8 This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement. 9 This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 10 This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement. Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

 
190 EUROPE/73490034v16 THE SCHEDULE Commitment rights and obligations to be transferred by assignment, release and accession [insert relevant details] [Facility office address and attention details for notices and account details for payments] [Existing Lender] [New Lender] By: [] By: [] This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as []. Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party. [Facility Agent] By:

 
191 EUROPE/73490034v16 SCHEDULE 8 FORM OF HEDGE COUNTERPARTY ACCESSION LETTER To: Nordea Bank Abp, filial i Norge as Facility Agent From: [Additional Hedge Counterparty] (the "Additional Hedge Counterparty") Dated: [] Euronav NV – $1,290,000,000 Facilities Agreement dated [●] 2023 (the "Agreement") 1 We refer to the Agreement. This is a Hedge Counterparty Accession Letter. Terms defined in the Agreement have the same meaning in this Hedge Counterparty Accession Letter unless given a different meaning in this Hedge Counterparty Accession Letter. 2 We refer to clause 28.8 (Additional Hedge Counterparties). The Additional Hedge Counterparty agrees to become an Additional Hedge Counterparty and to be bound by the terms of the Agreement as an Additional Hedge Counterparty. 3 This Hedge Counterparty Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law. Yours faithfully ______________________________ [Additional Hedge Counterparty] By: [] ______________________________ [Facility Agent] By: []]

 
192 EUROPE/73490034v16 SCHEDULE 9 FORM OF COMPLIANCE CERTIFICATE To: Nordea Bank Abp, filial i Norge as Facility Agent From: Euronav NV Dated: [] Euronav NV – $1,290,000,000 Facilities Agreement dated [●] 2023 (the "Agreement") 1 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2 We confirm that: [Insert details of covenants to be certified] 3 [We confirm that no Default is continuing.]1 Signed: ________________________ ________________________ Director Director of of Euronav NV Euronav NV [insert applicable certification language] ________________________ for and on behalf of [name of auditors of the Borrower] 1 If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

 
193 EUROPE/73490034v16 SCHEDULE 10 DETAILS OF THE SHIPS Ship Ship name Name of the Borrower / Guarantor owner Type GRT NRT Approved Flag Approved Classification Society Approved Classification Approved Commercial Manager Approved Technical Manager Part A – Core Ships 1 AEGEAN Euronav NV Oil Tanker 154133 107744 Belgian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 ESP Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 2 DONOUSSA Euronav NV Crude Oil Tanker 157092 101213 French DNV ✠ 1A1 Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 3 ALSACE Euronav NV Crude Oil Tanker 161625 110086 French Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight (CM, ACS(B)), *IWS, LI, DSPM4 Euronav NV Euronav Ship Management (Hellas) Ltd.

 
194 EUROPE/73490034v16 ✠ LMC, IGS, UMS, NAV1, BWTS*, EGCS(Open,Partial) 4 ANTIGONE Euronav NV Oil Tanker 154379 107704 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B, C), *IWS, LI, SPM4 ECO(TOC) ✠ LMC, IGS, UMS, BWTS* Euronav NV Euronav Ship Management (Hellas) Ltd. 5 DIA Euronav NV Crude Oil Tanker 157092 100950 French DNV ✠ 1A1 Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 6 HIRADO Euronav NV Oil Carrier 159806 99190 Greek (transfer to French flag due to take place on 6 November) DNV ✠ 1A Tanker for oil E0 ESP TMON(oil lubricated) Euronav NV Euronav Ship Management (Hellas) Ltd. 7 HOJO Euronav NV Oil Tanker 156990 101421 Belgian DNV ✠ 1A1 Tanker for oil BIS COAT-PSPC(B) CSR E0 ESP Recyclable Euronav NV Euronav Ship Management (Hellas) Ltd.

 
195 EUROPE/73490034v16 8 ILMA Euronav NV Oil Tanker 160716 110349 Belgian DNV ✠ 1A1 Tanker for oil BIS BWM(E(s)) Clean COAT- PSPC(B) CSR E0 ESP NAUT(OC) Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 9 INGRID Euronav NV Oil Tanker 160716 110349 Belgian DNV ✠ 1A Tanker for oil BIS BWM(E(s)) Clean COAT- PSPC(B) CSR E0 ESP NAUT(OC) Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 10 IRIS Euronav NV Oil Tanker 160716 110349 Belgian DNV ✠ 1A Tanker for oil BIS BWM(E(s)) Clean COAT- PSPC(B) CSR E0 ESP NAUT(OC) Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 11 CAP CORPUS CHRISTI Euronav NV Oil Tanker 82099 51760 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight (CM, ACS(B,C)), DSPM4, *IWS, LI, Occasional Helicopter Landing Area, ECO(BWT, EAL, GW, IBTS, OW, SEEMP, P, VECS-L, EEDI- 2) Euronav NV Euronav Ship Management (Hellas) Ltd.

 
196 EUROPE/73490034v16 Ice Class 1C FS Max/Min draughts(m): Forward 18.600 / 5.800m. Amidships: 17.700/7.500m Aft: 17.300 / 9.100m. Power required: 10889 kw; Power Installed: 16300kw ✠ LMC, IGS, UMS, NAV1 12 CAP PEMBROKE Euronav NV Oil Tanker 82099 51760 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight (CM, ACS(B,C)), DSPM4, *IWS, LI, Occasional Helicopter Landing Area, (BWT, EAL, GW, IBTS, OW, SEEMP, P, VECS-L, EEDI) Ice Class 1C FS Max/Min draughts(m): Forward 18.600 / 5.800m. Amidships: 17.700/7.500m Aft: 17.300 / 9.100m. Power Required: 10889 kw; Power Installed: 16300kw ✠ LMC, IGS, UMS, NAV1 Euronav NV Euronav Ship Management (Hellas) Ltd.

 
197 EUROPE/73490034v16 13 CAP PORT ARTHUR Euronav NV Oil Tanker 82099 51760 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, ESP, ShipRight (CM, ACS(B,C)), DSPM4, *IWS, LI, Occasional Helicopter Landing Area, ECO(BWT, EAL, GW, IBTS, OW, SEEMP, P, VECS-L, EEDI-2) Ice Class 1C FS Max/Min draughts(m): Forward 18.600 / 5.800m. Amidships: 17.700/7.500m Aft: 17.300 / 9.100m. Power Required: 10889 kw; Power Installed: 16300kw ✠ LMC, IGS, UMS, NAV1 Euronav NV Euronav Ship Management (Hellas) Ltd. 14 CAP QUEBEC Euronav NV Oil Tanker 82099 51760 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight (CM, ACS(B,C)), DSPM4, *IWS, LI, Occasional Helicopter Landing Area, ECO (BWT, EAL, GW, IBTS, OW, SEEMP, P, VECS-L, EEDI) Euronav NV Euronav Ship Management (Hellas) Ltd.

 
198 EUROPE/73490034v16 Ice Class 1C FS Max/Min draughts(m): Forward 18.600 / 5.800m. Amidships: 17.700/7.500m Aft: 17.300 / 9.100m. Power Required: 10889 kw; Power Installed: 16300kw ✠ LMC, IGS, UMS, NAV1 15 BRUGGE (H8135) Euronav NV Oil Tanker 80222 49960 Belgian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean CMON COAT-PSPC(B) CSR E0 ESP LCS SPM TMON(oil lubricated) VCS(2) ER(EGCS Open, SCR, TIER III) Euronav NV Euronav Ship Management (Hellas) Ltd. 16 CAPTAIN MICHAEL Euronav NV Oil Tanker 81482 51258 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B), *IWS, LI, SPM4, ✠ LMC, IGS, UMS, BWTS Euronav NV Euronav Ship Management (Hellas) Ltd. 17 MARIA Euronav NV Oil Tanker 81482 51258 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, LI, ShipRight ACS(B), *IWS, LI, SPM4, Euronav NV Euronav Ship Management (Hellas) Ltd.

 
199 EUROPE/73490034v16 ✠ LMC, IGS, UMS 18 STELLA Euronav NV Oil Tanker 84735 54305 Greek DNV ✠ 1A1 Tanker for oil BIS E0 ESP TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. PART B – Transition Ships 19 CAP FELIX Euronav NV Oil Tanker 81409 51277 Liberian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, ESP, LI, SPM4 Ice Class 1C FS at Draught of 17.000m. Max/Min Draughts: Forward 17.000 / 6.085m. Aft: 17.000 / 8785m. Power Required: 15,582kw; Power Installed: 16,891kw ✠ LMC, IGS, UMS, BWTS* Euronav NV Euronav Ship Management (Hellas) Ltd. 20 CAP LARA Euronav NV Oil Tanker 81409 51277 Liberian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, ESP, LI, SPM4 Ice Class 1C FS at Amidships Draught of 17.000m. Euronav NV Euronav Ship Management (Hellas) Ltd.

 
200 EUROPE/73490034v16 Max/Min Draughts: Forward 17.000 / 6.085m. Aft: 18.200 / 8.785m. Power Required: 15,582kw; Power Installed: 16,891kw ✠ LMC, IGS, UMS, BWTS* 21 CAP THEODORA Euronav NV Oil Tanker 81329 50927 Greek Lloyds Register ✠ 100A1 Double Hull Oil Tanker, ESP, *IWS, LI, SPM4 Ice Class 1C FS at Draught of 17.000m. Max/Min Draughts: Forward 17.000 / 6.085m. Aft: 17.000 / 8785m. Power Required: 15,582kw; Power Installed: 16,891kw ✠ LMC, IGS, UMS Euronav NV Euronav Ship Management (Hellas) Ltd. 22 CAP VICTOR Euronav NV Oil Tanker 81409 50927 Liberian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, ESP, LI, SPM4 Euronav NV Euronav Ship Management (Hellas) Ltd.

 
201 EUROPE/73490034v16 Ice Class 1C FS at Amidships Draught of 17.000m. Max/Min Draughts: Forward 17.000 / 6.085m. Aft: 17.000 / 8.785m. Power Required: 15,582kw; Power Installed: 16,891kw ✠ LMC, IGS, UMS, BWTS* 23 DAISHAN Euronav Shipping NV Oil Storage Tanker 157844 108567 Marshall Islands Lloyd's Register ✠ 100A1 Moored Oil Storage Tanker for service at Cap Lopez Gabon, SPM4, *IWS, LI ✠ LMC, IGS, UMS, Euronav NV Euronav Ship Management SAS (Antwerp Branch) 24 DALMA Euronav Shipping NV Crude Oil Tanker 157844 108567 Liberian DNV ✠ 1A1 Tanker for oil BIS E0 ESP NAUT(OC) NAUTICUS(Newbuilding) Plus(1) SPM TMON VCS(2) Euronav NV Northern Marine Management Ltd.

 
202 EUROPE/73490034v16 25 FRATERNITY Euronav NV Oil Tanker 81482 51258 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, LI, *IWS, SPM4 ✠ LMC, IGS, UMS, EGCS(Open), NAV1 Euronav NV Euronav Ship Management (Hellas) Ltd. 26 HAKATA Euronav NV Crude Oil Tanker 159867 99190 French DNV ✠ 1A1 Tanker for oil E0 ESP TMON Euronav NV Euronav Ship Management (Hellas) Ltd. 27 HAKONE Euronav NV Oil Carrier 159867 99190 Greek DNV ✠ 1A Tanker for oil E0 ESP TMON(oil lubricated) Euronav NV Euronav Ship Management (Hellas) Ltd. 28 SAPPHIRA Euronav NV Oil Tanker 79235 47276 Liberian DNV ✠ 1A Tanker for oil BIS E0 ESP NAUTICUS(Newbuilding) Plus(1) SPM TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 29 SELENA Euronav NV Oil Tanker 79235 47276 Liberian DNV ✠ 1A1 Tanker for oil BIS BVM(T) E0 ESP NAUTICUS(Newbuilding) Plus(1) TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd.

 
203 EUROPE/73490034v16 30 SIENNA Euronav NV Oil Tanker 79235 47246 Liberian DNV ✠ 1A1 Tanker for oil BIS BVM(T) E0 ESP NAUTICUS(Newbuilding) Plus(1) TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 31 SOFIA Euronav NV Oil Tanker 84795 54305 Greek DNV ✠ 1A1 Tanker for oil BIS E0 ESP TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. 32 STATIA Euronav NV Oil Tanker 79235 47276 Liberian DNV ✠ 1A1 Tanker for oil BIS E0 ESP NAUTICUS(Newbuilding) Plus(1) TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. Part C – Newbuild Ships 33 "BREST" Hull 8136 Euronav NV Oil Tanker 80222 49960 Greek DNV ✠ 1A Tanker for oil BIS BWM(T) Clean CMON COAT-PSPC(B, C) CSR E0 ESP LCS SPM TMON(oil lubricated) VCS(2) ER(EGCS Open, SCR TIER III) Euronav NV Euronav Ship Management (Hellas) Ltd.

 
204 EUROPE/73490034v16 34 Hull 8137 (to be named "BRISTOL") Euronav NV Greek (expected flag) Euronav NV Euronav Ship Management (Hellas) Ltd. 35 H5088 Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd. 36 Hull 5089 Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd.

 
205 EUROPE/73490034v16 SCHEDULE 11 DETAILS OF THE A FLEET Ship name Name of the Borrower / Guarantor owner Type GRT NRT Approved Flag Approved Classification Society Approved Classification Approved Commercial Manager Approved Technical Manager AMUNDSEN Euronav NV Crude Oil Tanker 154163 10770 0 French DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 ESP Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. AQUITANE Euronav NV Oil Tanker 154139 10774 4 Belgian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 ESP NAUT (OC) Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. ARDECHE Euronav NV Oil Tanker 154139 10774 4 Belgian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 Euronav NV Euronav Ship Management (Hellas) Ltd.

 
206 EUROPE/73490034v16 ESP NAUT (OC) Recyclable SPM TMON(oil lubricated) VCS(2) ALBORAN Euronav NV Crude Oil Tanker 154163 10770 0 Liberian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 ESP SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. ALEX Euronav NV Oil Tanker 154379 10770 4 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C) *IWS, LI, SPM4, ECO(TOC) ✠ LMC, IGS, UMS Euronav NV Euronav Ship Management (Hellas) Ltd. ALICE Euronav NV Oil Tanker 154379 10770 4 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C) *IWS, Euronav NV Euronav Ship Management (Hellas) Ltd.

 
207 EUROPE/73490034v16 LI, SPM4, ECO(TOC) ✠ LMC, IGS, UMS, BWTS CAMUS Euronav NV Oil Tanker 153486 10640 3 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, Occasional Helicopter Landing Area, ShipRight(CM, ACS(B,C)), *IWS, LI, DSPM4, ECO(BWT, IBTS, NOx3, P, SEEMP, SOx-EGCS, VECS-L) ✠ LMC, IGS, UMS, BWTS, EGCS(Open, Partial) EGCN(SCR), CAC3 Euronav NV Euronav Ship Management (Hellas) Ltd. CASSIUS Euronav NV Oil Tanker 153486 10640 3 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, Occasional Helicopter Landing Area, ShipRight(CM, Euronav NV Euronav Ship Management (Hellas) Ltd.

 
208 EUROPE/73490034v16 ACS(B,C)), *IWS, LI, DSPM4, ECO(BWT, IBTS, NOx3, P, SEEMP, SOx-EGCS, VECS-L) ✠ LMC, IGS, UMS, BWTS, EGCS(Open, Partial) EGCN(SCR), CAC3 DALIS Euronav NV Oil Tanker 156452 10686 2 Liberian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean CMON COAT-PSPC(B) CSR E0 ESP LCS NAUT(NAV) Recyclable SPM TMON(oil lubricated) VCS(2) ER(EGCS Open) [SmartShip (OE, PE, CME)] Euronav NV Euronav Ship Management (Hellas) Ltd. DELOS Euronav NV Oil Tanker 156293 10685 2 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight Euronav NV Euronav Ship Management (Hellas) Ltd.

 
209 EUROPE/73490034v16 ACS(B,C), *IWS, LI, DSPM4 ✠ LMC, IGS, UMS, EGCS(Open), NAV1 DERIUS Euronav NV Oil Tanker 156452 10686 2 Liberian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean CMON COAT-PSPC(B, C) CSR E0 ESP LCS NAUT(NAV) Recyclable SPM TMON(oil lubricated) VCS(2) ER(EGCS Open) [SmartShip (OE, PE, CME)] Euronav NV Euronav Ship Management (Hellas) Ltd. DICKENS Euronav NV Oil Tanker 156237 10685 0 Belgian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean CMON COAT-PSPC(B, C) CSR E0 ESP LCS NAUT(NAV) Recyclable SPM TMON(oil lubricated) VCS(2) ER(EGCS Euronav NV Euronav Ship Management (Hellas) Ltd.

 
210 EUROPE/73490034v16 Open) [SmartShip (OE, PE, CME)] DIODORUS Euronav NV 156293 10685 2 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C), *IWS, LI, DSPM4 ✠ LMC, IGS, UMS, EGCS(Open), NAV1 Euronav NV Euronav Ship Management (Hellas) Ltd. DOMINICA Euronav NV Oil Tanker 157092 10114 7 Liberian DNV ✠ 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. DORIS Euronav NV Oil Tanker 156293 10685 2 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C), *IWS, LI, DSPM4 Euronav NV Euronav Ship Management (Hellas) Ltd.

 
211 EUROPE/73490034v16 ✠ LMC, IGS, UMS, EGCS(Open), NAV1 DRENEC Euronav NV Oil Tanker 157092 10110 0 Liberian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. HATTERAS Euronav NV Oil Tanker 156517 10781 9 Liberian DNV ✠ 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B; C) CSR E0 ESP Recyclable SPM TMON VCS(2) Euronav NV Anglo-Eastern Tanker Management (Hong Kong) Limited HERON Euronav NV Oil Tanker 156517 10781 9 Liberian DNV ✠ 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B; C) CSR E0 ESP Recyclable SPM TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. CLOVIS (H8134) Euronav NV Oil Tanker 153486 10640 3 Belgian Lloyds Register ✠ 100A1 Double Hull Oil Tanker, Occasional Euronav NV Euronav Ship Management (Hellas) Ltd.

 
212 EUROPE/73490034v16 Helicopter Landing Area, ShipRight(CM, ACS(B,C)), *IWS, LI, DSPM4, ECO(BWT, IBTS, NOx3, P, SEEMP, Sox-EGCS, VECS- L) ✠ LMC, IGS, UMS, BWTS, EGCS(Open, Partial) EGCN(SCR), CAC3 ANDAMAN Euronav NV Crude Oil Tanker 154163 10770 Liberian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 ESP Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. ANNE Euronav NV Crude Oil Tanker 154379 10770 4 French Lloyds Register ✠ 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C), *LI, Euronav NV Euronav Ship Management (Hellas) Ltd.

 
213 EUROPE/73490034v16 SPM4, ECO(TOC,BWT) ✠ LMC, IGS, UMS, BWTS ARAFURA Euronav NV Oil Tanker 154163 10770 0 Belgian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 ESP NAUT (OC) Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. ARAL Euronav NV Oil Tanker 154133 10774 4 Belgian DNV ✠ 1A Tanker for oil BIS BWM(T) Clean COAT- PSPC(B) CSR E0 ESP NAUT (OC) Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd. DESIRADE Euronav NV Crude Oil Tanker 157092 10111 9 French DNV ✠ 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) Euronav NV Euronav Ship Management (Hellas) Ltd.

 
214 EUROPE/73490034v16

 
215 EUROPE/73490034v16 SCHEDULE 12 TIMETABLES Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods)) Latest three Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of a Utilisation Request)) or the expiry of the preceding Interest Period (Clause 9.1 (Selection of Interest Periods)) Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders' participation) Three Business Days before the intended Utilisation Date. Reference Rate is fixed Quotation Day

 
Marc Saverys Director

 




EXECUTION PAGES BORROWER SIGNED by duly authorised for and on behalf of EURONAV NV in the presence of: Witness' signature: Witness' name: Witness' address: GUARANTORS SIGNED by duly authorised for and on behalf of EURONAV SHIPPING NV in the presence of: Witness' signature: Witness' name: Witness' address: ORIGINAL LENDERS SIGNED by ) duly authorised for and on behalf of ) , ~~~~ BELFIUS BANK NV/SA ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) James Wickham ~t~C~Yi1~Y~°ICI~~~~~ Kate El'~zabeth CB~ncy Trainee ~oi'scit~r Watscan Far4ey ~ ~iliiam~ Ll.R~ 15 AppaEd Stresfi Londa's EC2A21~~ 216 EUROPE/73490034v16

 
SIGNED by j duly authorised ) for and on behalf of ) ,~~CYteS W1CI~h~f~'1 CREDIT AGRICOLE CORPORATE ) ~,~~~~~ ,~~tflCCtE~-IC?-l=dC~ AND INVESTMENT BANK ) in the presence of: ) Witness' si nature: ~ Kate ~6izab~th Clang g ) 1'r~irre~ SolE~i~crr Witness' name: ) VV~t~an ~~r{~yE~VViEliams LLB' Witness' address: ) ~~~PK~~~ ~~" ~ Lorodon ~C2~,2ti~ SIGNED by duly authorised ) James Wccl:ham for and on behalf of ) G' , .~~'~~~ /~;~~rngy-I~?-F~Gt DNB (UK) LIMITED ) in the presence of: ) Witness' signature: ) Kati Etlzabeth Cl~nc~ Witness' name: ) r` Traie~e~ Solicitor Witness' address: ) ~l~t~or~ ~ar#~y & ~f9i~m~ L~.F° 9 5 ~ppc>!d Street Loner EC2A ~~0~ SIGNED by ) duly authorised for and on behalf of ~ James Wickham ING BANK, a branch of ING-DiBa AG ) ~~ At~~l'I~8y41n~~~C~ in the presence of: ) Witness' signature: ) Witness' name: ) 6Cate E6izabeth Gp~~cy Witness' address: ) `~ ~r~sn~~ ~~~~~rgQr VVa~~~n r~~(~y ~ ~/i6Jearr~s L9.p 1 ~ ~aP&~Ed ~tra~t London EC2R 2~d~ 217 EUROPE/73490034v16

 
SIGNED by duly authorised for and on behalf of KBC BANK NV in the presence of: Witness' signature: Witness' name: Witness' address: SIGNED by duly authorised for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: Witness' signature: Witness' name: Witness' address: SIGNED by duly authorised for and on behalf of SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) in the presence of: Witness' signature: Witness' name: Witness' address: ~f~`l~~ , James Wickham ~ttarney-ire-fact 6Cate Eilzabeth Cl~r~~y Tragne~ ~aE~~itor V'Uatsor~ ~'~rfi~;~ ~ ~f any LLB 15 ,4ppmEd ~Br~et (_ondan ECG 2~~ James Wicl:r~am Attorney-in-fact Ka~~ ~6i~~ks~~h Clancy ~fatCRE~ ~O~iCt~CbP V~l~~~c~~a ~~e~~y ~ ~/iqi LLB 15 AppoEci Stet London EG2e42~f~ James Wrcl;ham Attor~~ey~ir~-Fact tCate ~1i~ab~~h Clancy Trainee ~Q€~ergc~r ~'~~~~~~ ~~~~Y ~ Wi9t6~rns LLP ~10 d€s~~~~2~4 2ti~ 218 EUROPE/73490034v16

 
SIGNED by 1 James Wickham duly authorised ) for and on behalf of ) ,~"Y"~'%~~ ~~~~'~~~~'~r~"~~~~ ~ .; SOCIETE GENERALE ) in the presence of: ) Witness' signature: ) ~ _`~`~`°~` ~ ~~4~~~~~~ ~i~~ ~'rafn~e ~~~`~~r Witness' name: ) ~ a~~~~ ~~~~Y ~ ~ i~l~~~$ ~~~ Witness' address: ) 15 ~p(sold ~tr ~ London ~C2,~ ~E~ ORIGINAL HEDGE COUNTERPARTIES SIGNED by duly authorised ) for and on behalf of ) ,;a~ BELFIUS BANK NV/SA ) ~~'` L Ja~rres Wicl.ham in the presence of: ) Att~r~ey-irt-Fact Kati Efd~,ab~tt~ Cl~r~cy Witness' signature: ) ~r~~~~~, ~~f~~ip~, Witness' name: ~ ~'~~`'~~ ~"~~~1 ~ VV~Idt'~'p~i LLF~ Witness' address: ) ~~~~~~~d~~re~~ ~o~ie3caea ~~2A2d-8~ SIGNED by ) duly authorised ) Names Wicl:h~m for and on behalf of ) , ~ ~- DNB BANK ASA, LONDON BRANCH ) ~ "~°~~'' Atta.rn~y~~r?-F~ct in the presence of: ) Witness' signature: ) - ~ ~ ~~~ Witness' name: ) ~.~~ ~~~f~~~rr~~b~~h Gl~r~cy ~ca66crtor Witness' address: ~ ~~~°n ~"P~~~~ ~P'Il~rpp~ L~~ 15 ~,p~fd 5fre~g Larrdory EC2~ 2~~ Z1g EUROPE/73490034v16

 
Mark Sepmeijer Hofvijver 73, 5223 MC, Den Bosch, The Netherlands Peter van der Linde (Nov 6, 2023 17:45 GMT+1) Peter van der Linde legal counsel Bernard Delcour Head of trading FM NL

 
SIGNED by duly authorised for and on behalf of ING BANK NV in the presence of: Witness' signature: Witness' name: Witness' address: SIGNED by ) duly authorised ) ~ for and on behalf of ) ~ ~'~~` James Wickham KBC BANK NV ) A~ti~f'11~y-If't-F~C~ in the presence of: ) Witness' signature: ) ~, , K.~t~ ~li b~~h G9~r~c~ i'r~@nom Scs9=~9tor Witness' name: ) ~~~~~~ ~~~6~~~~~~°~~~ ~'~'~ Witness' address: ) 15 p~~c~ ~tra~g London EC2l~ 2~6~ SIGNED by ) duly authorised ) for and on behalf of ) CF,r,% '" ~lat~leS ~ViCkha~'t NORDEA BANK ABP ) ~~$C3.rt~~~/-ICI-F~Gt in the presence of: ) Witness' signature: ) P Witness' name: ) "`~ ~~t~ ~ii,~~~g~ Cl~nc ~s`~€r~e~ ~~9scitor ~ Witness' address: ) ~'e~~~~~ ~~rl~y ~ y~~,r~ LE.~ 1 ~ a~„g ~aEd Stmt ~:.r~~ds~~s ~~2A 2Fi~ 220 EUROPE/73490034v16

 
SIGNED by ) duly authorised ) for and on behalf of ) G~~~ ~,i'" James Wickr~am SKANDINAVISKA ENSKILDA ) ~` Attorney-ir~-Fa~~ BANKEN AB (PUBL) ) in the presence of: ) Witness' signature: ) ~ Witness' name: ) Kati ~~a~~b~t~a ~4~r~cY Witness' address: ) ~~~q~~~ ~r,S€~6~c~r V4~~ts~~ ~~~fi~y ~ E~iaa~r+~ l.E.~` 15 BEd ~~- ~ ~andor~ ~~2~ 2~~ MANDATED LEAD ARRANGERS SIGNED by ) duly authorised ~ James Wicl:harn for and on behalf of ) G~~`~.--~~ A#.tGt`tley~ir?_Fact NORDEA BANK ABP, FILIAL I NORGE ) in the presence of: ) Witness' signature: ) ,. ~~~ p~~ ga~ ~~ ~~~~, Witness' name: ) ''''~ _ TraE~~e~ se~~i~;i~csr Witness' address: ) V'J~~~€~rs €~~~E~~ ~f6t6o~~~ LLP' 15 ~Sp~~cS t~ ~ ~.ne~c~o~ ~~?~ 2&~ 221 EUROPE/73490034v16

 
SIGNED by ) ~1a;~ies Wickram duly authorised ) for and on behalf of ) ~~ ~~° Attorney-ire-Fact ING BANK, a branch of ING-DiBa AG ) in the presence of: ) Witness' signature: J ~~~~ ~~'~~ ~~ ~~ Witness' name: ~ ~'r~sn~~ ~ai6citor Witness' address: ) ~~~~~~~ ~~~~y ~~. . ~~ 15 pold ~tre~t ~.o~c~d~a EC2A~ 2ND SIGNED by duly authorised ~ James Wiek~~am for and on behalf of ) ~ ~ AtkC'~'C1ey-iCt-~~~t KBC BANK NV ) in the presence of: ) I6at~ ~Biz~b~~h Cl~rtcy Witness' signature: ) ~~~ Tr~i~ee ~~Eicit~~ Witness' name: ) i~/~aWr~~ ~~~~y~ ~ 1~~ti L1,~ Witness address: ) 15~~poEdSf~ ~ Londarn EC2A 2ND SIGNED by ) duly authorised ) James Wickham for and on behalf of ~ ~~~ r"~'~~ A.tt~►'11~y-~~i'~~Gt DNB (UK) LIMITED ) in the presence of: ) Witness' signature: ) Witness' name: ) ,f ~~~~ ~Eiz~b~~h ~I~ncy Witness' address: ) ~ Y~'~~°i~~ ~~Eici~ar i~Ja~~~r~ ~~r6~y ~ ~/ilti~rn~ LLB nda~~C ~H~ 222 EUROPE/73490034v16

 
SIGNED by ) duly authorised ) for and on behalf of SKANDINAVISKA ENSKILDA ) ~ James Wicl;f~am BANKEN AB (PUBL) ) ~tt~rney-ire-Fact in the presence of: Witness' signature: ) Witness' name: ~~y ~ i~~te ~a~xab~th Clancy ~ Tr~Er~~e ~alicitssr Witness' address: ) V~a~~~~ ~ «s₹~~' ~ ~e~e~~~~ ~-L~ ~' 15 A~~ai~ ~₹r~e~ Londe~r~ ~C2~ 2E~~ LEAD ARRANGERS SIGNED by duly authorised ) James Wickham for and on behalf of ) /~ttorney~irr-Fact CREDIT AGRICOIE CORPORATE J ~;~ AND INVESTMENT BANK ) G' ` "~~~ in the presence of: ) Witness' signature: ) Witness' name: ) ~~t~ ~r~z~b~t~ Ce~nc~a Witness' address: ) ~'~~E~~~ ~~~~~~~~` V~~~~~c~r~ F'~r@~y ~ VV69P~~m~ LLF% 15 ~ap~~yl ~t€` ~ !. on~ar~ ~C264 2F8~ SIGNED by ) duly authorised ) ~ J~riles WiCkna~ n for and on behalf of ) ~ ~~~~°~ Attr~rney~in-Faci SOCIETE GENERALE 1 in the presence of: Witness' signature: ) ,,,- Witness' name: ) Kate Elizabeth Cl~nc~ Witness' address: ) ~'rain~~ ~alacitc~r ~ ~fa~~c~n ~~~E~y ~ !~/~6l~rt~s LLB 15 ~ppolc4 ~tc~~ Condon ~C2A 2hi~ 223 EUROPE/73490034v16

 
SIGNED by ) duly authorised ~ ~~;~~~~ U'VlC{~h~t'CE for and on behalf of ) ~.r~,~~~ ~,~~~ ,̀~~~'~~y~~~ BELFIUS BANK NV/SA ) in the presence of: ) Witness' signature: ) ~, ~~ ~~~ ~h ~I~~~y Witness' name: ) ~" r~~e~~~ ~~0i~itor Witness' address: ) ~~~~or~ ~~ri~y 8: VVi19i~rs~ LLP 15 ~poEd ~fis~e~ l..ondcm ~C2A 2E~~ BOOKRUNNERS SIGNED by ~ :..Ja;~~e5 W1GI;~ia►'1't duly authorised ) for and on behalf of ) ~~ ''' ~=~tiG?"Cl~~/-ICt-F~G~ NORDEA BANK ABP, FILIAL I NORGE ) in the presence of: ) Witness' signature: ) P ~~t~. ~~~~~b~g~ ~f~~Cy Witness' name: ) ~"r~~r:~~ ~~Eec;igar Witness' address: ) k~aJ~;,,;as~~ ~~~~~~~~~ ~~~ 4~ d'r~j~~~b'e~ ~~r~~ ~~~~r~;~ C~~2~42F~ : SIGNED by ) ~j~~.~}~~ 1/~fjCk~ial"Cl duly authorised ) for and on behalf of ) ,r,~ ~~"=~. `~'lt~'-~"~~}~-Ert'F~Ct LNG BANK, a branch of LNG-DiBa AG ) in the presence of: ) Witness' signature: ) ~ y~ r~:.ate ~Eszabe#h Cl~rrcy Witness' name: 1 ~ ~~~s"r~~~ ~oticit~r Witness' address: ) `~ ~tf:~~~E>~o FarE~y & ~61i~ms Lt~P ~.~ ~rr~~ao(~i 5tse~g L~~~~csr~ ~~2R?_~ 224 EUROPE/73490034v16

 
GLOBAL COORDINATOR SIGNED by duly authorised for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: Witness' signature: Witness' name: Witness' address: FACILITY AGENT SIGNED by duly authorised for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: Witness' signature: Witness' name: Witness' address: SECURITY AGENT SIGNED by duly authorised for and on behalf of NORDEA BANK ABP, FILIAL I NORGE in the presence of: Witness' signature: Witness' name: Witness' address: ``' f "~~~ ,~ ~,y.~ ~ ,~. ~r ,~ ~ ~ James Wickham ~,ttorn~y-ire-F~ck Kate Elixab~$h ~,~nc~ Tramn~e ~o~i~ci~or~ ~Vilt~ams L~.~° V~a~~an tl S~`~~# 4 5 PapP~ London ~C2~ 2~~ James Wickham Att~rn~y-ire-Fact Kate ~li.~ab~t~ ~E~r,~ 1'rasn€~~ ~~ltci~ar Wa~sc~►~ ~'~~ey ~ VVE@Pi~errs ~~h_~Y 15 ~sPreld St~~~ ~ond~ ~Czq 2~t James Wickham ~tt~rn~y-irr-Fact Ka4e ~lez~beth Ct~r~cy Tra€~;4~ aalieitar IOVafisc~n ~ari~y ~ V~ogi ~~,~ ~ ~ ~~pold qtr ~~~~s~ ~C2A 2Fi 225 EUROPE/73490034v16

 
EX-4.43 7 ltip_2023.htm EX-4.43 ltip_2023







































































EX-8.1 8 a8-1exhibit2023.htm EX-8.1 Document

EXHIBIT 8.1
List of Subsidiaries and joint ventures

Subsidiaries Country of incorporation
Euronav Shipping NV Belgium
Euronav (UK) Agencies Limited UK
Euronav Luxembourg SA Luxembourg
Euronav SAS France
Euronav Ship Management SAS France
Euronav Ship Management Ltd Liberia
Euronav Hong Kong Ltd Hong Kong
Euro-Ocean Ship Management (Cyprus) Ltd Cyprus
Euronav Singapore Pte. Ltd Singapore
Euronav MI II Inc Marshall Islands
Gener8 Maritime Subsidiary II Inc. Marshall Islands
Gener8 Maritime Subsidiary New IV Inc. Marshall Islands
Gener8 Maritime Management LLC Marshall Islands
TI Africa Ltd Hong Kong
TI Asia Ltd Hong Kong
CMB TECH Namibia (Pty) Ltd Namibia
CMB Windcat Hydrocat BV Netherlands
CMB.TECH Belgium NV Belgium
CMB.TECH Industry NV Belgium
CMB.TECH International NV Belgium
CMB.TECH Netherlands BV Netherlands
CMB.TECH NV Belgium
CMB.TECH Technology and development centre Limited United Kingdom
CTV Crewing Services Limited United Kingdom
H2 Infra Belgium
Windcat Workboats (Ireland) Limited Ireland
Windcat Workboats (NL) BV Netherlands
Windcat Workboats (Scotland) Limited United Kingdom
Windcat Workboats (Wales) CYF United Kingdom
Windcat Workboats 2 Ltd Guernsey
Windcat Workboats BV Netherlands
Windcat Workboats Holdings Limited United Kingdom
Windcat Workboats International BV Netherlands
Windcat Workboats International Ltd Guernsey
Windcat Workboats Limited United Kingdom
Windgrip Limited United Kingdom


EXHIBIT 8.1
Joint ventures Country of incorporation
Tankers Agencies (UK) Ltd UK
Tankers International LLC Marshall Islands
Bari Shipholding Ltd Hong Kong
Bastia Shipholding Ltd Hong Kong
be Hydro BV Belgium
Cleanergy Solutions (Namibia) (Pty) Ltd Namibia
FRS Windcat Offshore Logistics GmbH Germany
FRS Windcat Offshore Logistics Limited Cyprus
FRS Windcat Polska Sp.z.o.o Poland
JPN H2YDRO CO. Ltd Japan
TSM Windcat sas France

EX-12.1 9 a12-1exhibit2023.htm EX-12.1 Document

EXHIBIT 12.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, Alexander Saverys, certify that:

1. I have reviewed this annual report on Form 20-F of Euronav NV;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 10, 2024

/s/ Alexander Saverys
Alexander Saverys
Chief Executive Officer (Principal Executive Officer)

EX-12.2 10 a12-2exhibit2023.htm EX-12.2 Document

EXHIBIT 12.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Ludovic Saverys, certify that:

1. I have reviewed this annual report on Form 20-F of Euronav NV;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) and 15d-15(f) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 10, 2024

/s/ Ludovic Saverys
Ludovic Saverys
Chief Financial Officer (Principal Financial Officer)

EX-13.1 11 a13-1exhibit2023.htm EX-13.1 Document

EXHIBIT 13.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with this Annual Report of Euronav NV (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Alexander Saverys, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: April 10, 2024

/s/ Alexander Saverys
Alexander Saverys
Chief Executive Officer (Principal Executive Officer)

EX-13.2 12 a13-2exhibit2023.htm EX-13.2 Document

EXHIBIT 13.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with this Annual Report of Euronav NV (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Ludovic Saverys, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: April 10, 2024

/s/ Ludovic Saverys

Ludovic Saverys
Chief Financial Officer (Principal Financial Officer)

EX-15 13 bdo_euronavxconsentxlett.htm EX-15.3 bdo_euronavxconsentxlett
Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Prospectus constituting a part of the Registration Statement on Form F-3 (No. 333-272785) of our reports dated April 10, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Euronav NV (the Company) appearing in this Annual Report on Form 20-F. /s/BDO Bedrijfsrevisoren BV Zaventem, Belgium April 10, 2024

 
EX-15 14 kpmg_euronavxconsentxlet.htm EX-15.5 kpmg_euronavxconsentxlet
Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statement (No. 333-272785) on Form F-3 of our report dated April 12, 2023, with respect to the consolidated financial statements of Euronav NV. /s/ Herwig Florent Henri Carmans Bedrijfsrevisor / Réviseur d’Entreprises KPMG Bedrijfsrevisoren BV/SRL – KPMG Réviseurs d’Entreprises BV/SRL Zaventem, Belgium April 10, 2024

 
EX-15 15 sewkis_consentxletter.htm EX-15.6 sewkis_consentxletter
EXHIBIT 15.6 Seward & Kissel LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K STREET, N.W. WASHINGTON, D.C. 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 April 10, 2024 Euronav NV De Gerlachekaai 20 2000 Antwerpen Belgium Re: Euronav NV Ladies and Gentlemen: Reference is made to the annual report on Form 20-F of Euronav NV (the “Company”) for the year ended December 31, 2023 (the “Annual Report”) and the registration statement on Form F-3 (Registration No. 333-272785) of the Company, as may be amended and supplemented, including the prospectus contained therein and any prospectus supplement related thereto (the “Registration Statement”). We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and (ii) each reference to us and the discussions of advice provided by us in the Annual Report under the section “Item 10. Additional Information-E. Taxation” and to the incorporation by reference of the same in the Registration Statement, in each case, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statement. Very truly yours, /s/ Seward & Kissel LLP